def14a
As filed with the Securities and Exchange Commission on February 6, 2009.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-05979
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
þ Filed by the Registrant
o Filed by a Party other than the Registrant
Check the appropriate box:
o Preliminary Proxy Statement
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
o $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).
o Fee paid previously with preliminary materials.
þ No fee required.
Important
Information
February 6,
2009
John Hancock
Bond Trust
John Hancock California Tax-Free Income Fund
John Hancock Capital Series
John Hancock Current Interest
John Hancock Equity Trust
John Hancock Investment Trust
John Hancock Investment Trust II
John Hancock Investment Trust III
John Hancock Municipal Securities Trust
John Hancock Series Trust
John Hancock Sovereign Bond Fund
John Hancock Strategic Series
John Hancock Tax-Exempt Series Fund
John Hancock World Fund
Dear Shareholder:
I am writing to ask for your assistance with an important matter
involving your investment in one or more of the investment
portfolios (the Funds) of the trusts listed above
(the Trusts). You are being asked to vote on several
proposed changes affecting the Funds. To consider and vote on
these proposed changes, a Special Joint Meeting of Shareholders
of the Trusts will be held at 601 Congress Street, Boston,
Massachusetts 02210, on April 16, 2009, at
2:00 p.m., Eastern Time (the Meeting). We
encourage you to read the attached materials in their entirety.
The enclosed proxy statement sets forth six proposals that you
are being asked to vote on. The first proposal, a routine item,
concerns the election of trustees. Routine items make no
fundamental or material changes to a Funds investment
objectives, policies or restrictions, or to the investment
management contract. The other proposals are not considered
routine items. All six are summarized below.
The following is an overview of the proposals on which you are
being asked to vote. Please note that none of these proposals is
expected to have any material effect on the manner in which any
Fund is managed or on its current investment objective, nor are
they related to the current state of the financial markets. You
will find a detailed explanation of each proposal in the
enclosed proxy materials.
You are being asked to approve several proposals:
You are being asked to elect eleven Trustees as members of the
Board of Trustees of each Trust (a Board).
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(2)
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New Form of
Advisory Agreement
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You are being asked to approve a new form of Advisory Agreement
between each Trust and John Hancock Advisers, LLC
(JHA or the Adviser). The purpose of
this proposal is to streamline the advisory agreements across
the John Hancock Fund Complex, primarily to clarify that
the new Agreement covers only investment advisory services.
Consistency in operational procedures across the John Hancock
Fund Complex will speed processes and minimize transaction
error. These benefits contribute to a goal of maintaining, even
reducing, operational costs. Restricting the new form of
Advisory Agreement to investment advisory services will
facilitate the Advisers ability to manage those services
that are non-investment in nature.
The new form of Advisory Agreement will not result in any
change in advisory fee rates or the level or quality of advisory
services provided to the Funds, and will not materially increase
the Funds overall expense ratios. Other details and
impacts of this proposal are described in the accompanying proxy
statement.
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(3)
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Revisions to, or
Elimination of, Fundamental Investment Policies and
Restrictions
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You are being asked to approve various amended and restated
fundamental investment restrictions for the Funds, as described
in the proxy statement. This proposal is intended to conform and
standardize many of the investment restrictions that apply to
the Funds and other funds in the John Hancock Fund Complex.
Standardizing the investment restrictions is expected to
facilitate more effective management of the Funds by the Adviser
and the subadvisers, enhance monitoring compliance with
applicable restrictions and eliminate conflicts among comparable
restrictions resulting from minor variations in their terms. The
proposed amendments are not expected to have any material effect
on the manner in which any Fund is managed or on its current
investment objective. In addition, you are being asked to
approve the elimination of fundamental investment restrictions
for various Funds, which had been required under state
blue sky regulations that are no longer in effect.
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(4)
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Proposal to
Change Certain
Rule 12b-1
Plans
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You are being asked to approve an amendment to change
Rule 12b-1
Plans for certain classes of the Funds from
reimbursement to compensation Plans.
This could be expected to result in greater flexibility and ease
of administration and accounting with respect to
distribution-related payments and expenses.
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(5)
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Proposal adopting
a Manager of Managers Structure
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You are being asked to approve a manager of managers
structure for certain Funds. This structure would allow JHA,
with the approval of the applicable Board, to replace a
Funds subadviser or materially amend the Funds
investment subadvisory agreement without obtaining shareholder
approval, subject to certain conditions. This effectively would
allow JHA to hire and replace subadvisers to the Funds, subject
to Board approval but without a Fund having to incur the cost
and delay of holding a shareholder meeting to approve a new (or
materially amend a current) investment subadvisory agreement for
that Fund. Shareholders would, however, be notified of any
changes to a Funds subadvisers.
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(6)
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Revision to
Merger Approval Requirements
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You are being asked to approve an amendment to modernize each
Trusts Declaration of Trust, as described in the proxy
statement. This proposal is intended to permit mergers of
affiliated Funds without a shareholder vote in certain
circumstances to reduce the need for affiliated Funds to incur
the expense of soliciting proxies when a merger would not raise
significant issues for shareholders. The amendment will provide
the Trustees with increased flexibility to react more quickly to
new developments and changes in competitive and regulatory
conditions and, as a consequence, may result in Funds that
operate more efficiently and economically.
We Need Your Vote
of Approval
After careful consideration, each Board has unanimously approved
each of the applicable proposals and recommends that
shareholders vote FOR their approval, but the final
approval requires your vote. The enclosed proxy statement, which
I strongly encourage you to read before voting, contains further
explanation and important details of the proposals.
Your Vote
Matters!
You are being asked to approve these proposals. No matter how
large or small your Fund holdings, your vote is extremely
important. After you review the proxy materials, please submit
your vote promptly to help us avoid the need for additional
mailings. For your convenience, you may vote one of three ways:
via telephone by calling the number listed on your proxy card,
via mail by returning the enclosed voting card or via the
Internet by visiting www.jhfunds.com/proxy and selecting the
appropriate Fund. I am confident that the proposed changes will
help us better serve all of the Funds shareholders. If you
have questions, please call a John Hancock Funds Customer
Service Representative at
1-800-225-5291
between 8:00 a.m. and 7:00 p.m., Eastern Time. I thank
you for your time and your prompt vote on these matters.
Sincerely,
Keith F. Hartstein
Chief Executive Officer
John Hancock Funds, LLC, 601 Congress Street, Boston,
Massachusetts 02210, Member FINRA, SIPC John Hancock
Advisers, LLC John Hancock Signature Services, Inc.
JOHN HANCOCK BOND
TRUST
JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
JOHN HANCOCK CAPITAL SERIES
JOHN HANCOCK CURRENT INTEREST
JOHN HANCOCK EQUITY TRUST
JOHN HANCOCK INVESTMENT TRUST
JOHN HANCOCK INVESTMENT TRUST II
JOHN HANCOCK INVESTMENT TRUST III
JOHN HANCOCK MUNICIPAL SECURITIES TRUST
JOHN HANCOCK SERIES TRUST
JOHN HANCOCK SOVEREIGN BOND FUND
JOHN HANCOCK STRATEGIC SERIES
JOHN HANCOCK TAX-EXEMPT SERIES FUND
JOHN HANCOCK WORLD FUND
(the Trusts)
601 Congress
Street
Boston, Massachusetts 02210
NOTICE OF SPECIAL
JOINT MEETING OF SHAREHOLDERS
To the
Shareholders of the Trusts:
Notice is hereby given that a Special Joint Meeting of
Shareholders of all of the investment portfolios (the
Funds) of the Trusts will be held at 601 Congress
Street, Boston, Massachusetts 02210, on April 16, 2009
at 2:00 p.m., Eastern Time (the Meeting). A
Proxy Statement, which provides information about the purposes
of the Meeting, is included with this notice. The Funds involved
in the Meeting are listed on the front cover of the Proxy
Statement. The Meeting will be held for the following purposes:
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Proposal 1
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Election of eleven Trustees as members of the Board of Trustees
of each of the Trusts.
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All shareholders of each Trust will vote separately on
Proposal 1.
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Proposal 2
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Approval of a new form of Advisory Agreement between each Trust
and John Hancock Advisers, LLC.
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Shareholders of each Fund will vote separately on
Proposal 2.
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Proposal 3
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Approval of revised fundamental investment restrictions
regarding:
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(a) Concentration;
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(b) Diversification;
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(c) Underwriting;
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(d) Real estate;
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(e) Loans; and
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(f) Senior securities.
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Shareholders of each Fund will vote separately on
Proposal 3(a).
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Shareholders of each Fund (except California Tax-Free Income
Fund, Greater China Opportunities Fund, Health Sciences
Fund, High Yield Municipal Bond Fund, International
Classic Value Fund and U.S. Global Leaders Growth Fund)
will vote separately on Proposal 3(b).
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Shareholders of each Fund will vote separately on each of
Proposals 3(c) through 3(f).
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Approval of elimination of fundamental restrictions previously
required under state blue sky laws:
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(g) Oil, gas and mineral programs;
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(h) Investment to exercise control;
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(i) Trustee and officer ownership;
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(j) Margin investment; short selling;
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(k) Restricted securities;
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(l) Pledging assets;
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(m) Unseasoned companies;
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(n) Loans to Trust officers and Trustees; and
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(o) Warrants.
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Shareholders of Government Income Fund and Money Market Fund
will vote separately on each of Proposals 3(g) and 3(h).
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Shareholders of Government Income Fund, Investment Grade Bond
Fund, Large Cap Equity Fund and Money Market Fund will vote
separately on Proposal 3(i).
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Shareholders of Government Income Fund, Investment Grade Bond
Fund, Large Cap Equity Fund, Money Market Fund and Regional Bank
Fund will vote separately on Proposal 3(j).
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Shareholders of Government Income Fund and Money Market Fund
will vote separately on Proposal 3(k).
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Shareholders of Balanced Fund, Bond Fund, Health Sciences
Fund, Massachusetts Tax-Free Income Fund, New York Tax-Free
Income Fund and Strategic Income Fund will vote separately on
Proposal 3(l).
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Shareholders of Large Cap Equity Fund will vote separately on
each of Proposals 3(m) and 3(n).
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Shareholders of Regional Bank Fund will vote separately on
Proposal 3(o).
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Proposal 4
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Approval of amendments changing
Rule 12b-1
Plans for certain classes of the Funds from
reimbursement to compensation Plans.
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Applies to all Funds having Class A, Class B,
Class C, Class R, Class R1, Class R2,
Class R3, Class R4 and/or Class R5 shares.
Shareholders of each such Fund will vote separately, and
individually by share class, on Proposal 4.
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Proposal 5
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Proposal adopting a manager of managers structure.
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Shareholders of each Fund (except Classic Value Fund II,
International Classic Value Fund and Small Cap Fund) will vote
separately on Proposal 5.
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Proposal 6
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Revision to merger approval requirements.
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All shareholders of each Trust will vote separately on
Proposal 6.
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Any other business that may properly come before the Meeting.
Each
Board of Trustees of the Trusts recommends that shareholders
vote FOR all the Proposals.
Each shareholder of record at the close of business on
January 23, 2009 is entitled to receive notice of and to
vote at the Meeting.
Important Notice Regarding the Availability of Proxy
Materials for
the Shareholder Meeting to be Held on April 16, 2009.
The proxy statement is available at www.accessmyproxy.com.
Sincerely,
Thomas M. Kinzler
Secretary
February 6, 2009
Boston, Massachusetts
ii
Your vote is
important Please vote your shares
promptly.
Shareholders are invited to attend the Meeting in person. Any
shareholder who does not expect to attend the Meeting is urged
to vote by:
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(i)
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completing the enclosed proxy card, dating and signing it,
and returning it in the envelope provided, which needs no
postage if mailed in the United States;
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(ii)
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following the touch-tone telephone voting instructions found
below; or
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(iii)
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following the Internet voting instructions found below.
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In order to avoid unnecessary expense, we ask your
cooperation in responding promptly, no matter how large or small
your holdings may be.
INSTRUCTIONS FOR
EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of
assistance to you and help avoid the time and expense involved
in validating your vote if you fail to execute your proxy card
properly.
Individual Accounts: Your name should be signed
exactly as it appears on the proxy card.
Joint Accounts: Either party may sign, but the
name of the party signing should conform exactly to a name shown
on the proxy card.
All other accounts should show the capacity of the
individual signing. This can be shown either in the form of the
account registration itself or by the individual executing the
proxy card.
INSTRUCTIONS FOR
VOTING BY TOUCH-TONE TELEPHONE
Read the enclosed Proxy Statement, and have your proxy card
handy.
Call the toll-free number indicated on your proxy card.
Enter the control number found on the front of your proxy card.
Follow the recorded instructions to cast your vote.
INSTRUCTIONS FOR
VOTING BY INTERNET
Read the enclosed Proxy Statement, and have your proxy card
handy.
Go to the Web site on the proxy card.
Enter the control number found on your proxy card.
Follow the instructions on the Web site. Please call the
toll-free number indicated on your proxy card if you have any
problems.
iii
JOHN HANCOCK BOND
TRUST
JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
JOHN HANCOCK CAPITAL SERIES
JOHN HANCOCK CURRENT INTEREST
JOHN HANCOCK EQUITY TRUST
JOHN HANCOCK INVESTMENT TRUST
JOHN HANCOCK INVESTMENT TRUST II
JOHN HANCOCK INVESTMENT TRUST III
JOHN HANCOCK MUNICIPAL SECURITIES TRUST
JOHN HANCOCK SERIES TRUST
JOHN HANCOCK SOVEREIGN BOND FUND
JOHN HANCOCK STRATEGIC SERIES
JOHN HANCOCK TAX-EXEMPT SERIES FUND
JOHN HANCOCK WORLD FUND
(the Trusts)
PROXY
STATEMENT
SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 2009
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JOHN HANCOCK BOND
TRUST
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JOHN HANCOCK
INVESTMENT TRUST II
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John Hancock Government Income Fund
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John Hancock Financial Industries
Fund
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John Hancock High Yield Fund
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John Hancock Regional Bank Fund
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John Hancock Investment Grade Bond Fund
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John Hancock Small Cap Equity Fund
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JOHN HANCOCK
CALIFORNIA TAX-FREE
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JOHN HANCOCK
INVESTMENT TRUST III
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INCOME
FUND
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John Hancock Greater China
Opportunities Fund
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John Hancock California Tax-Free Income Fund
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JOHN HANCOCK
MUNICIPAL SECURITIES
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JOHN HANCOCK
CAPITAL SERIES
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TRUST
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John Hancock Classic Value Fund
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John Hancock High Yield Municipal
Bond Fund
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John Hancock Classic Value Fund II
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John Hancock Tax-Free Bond Fund
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John Hancock International Classic Value Fund
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JOHN HANCOCK
SERIES TRUST
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John Hancock Large Cap Select Fund
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John Hancock Mid Cap Equity Fund
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John Hancock U.S. Global Leaders Growth Fund
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John Hancock Global Real Estate
Fund
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JOHN HANCOCK
CURRENT INTEREST
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JOHN HANCOCK
SOVEREIGN BOND FUND
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John Hancock Money Market Fund
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John Hancock Bond Fund
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JOHN HANCOCK
EQUITY TRUST
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JOHN HANCOCK
STRATEGIC SERIES
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John Hancock Small Cap Fund
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John Hancock Strategic Income Fund
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JOHN HANCOCK
INVESTMENT TRUST
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JOHN HANCOCK
TAX-EXEMPT SERIES FUND
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John Hancock Balanced Fund
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John Hancock Massachusetts
Tax-Free Income
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John Hancock Global Opportunities Fund
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Fund
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John Hancock Large Cap Equity Fund
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John Hancock New York Tax-Free
Income Fund
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John Hancock Small Cap Intrinsic Value Fund
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JOHN HANCOCK
WORLD FUND
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John Hancock Sovereign Investors Fund
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John Hancock Health Sciences Fund
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iv
The following table summarizes which Funds (and share classes)
are being asked to vote on a particular Proposal.
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Proposal
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Funds
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Classes
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1
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All Funds
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All Classes
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2
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All Funds
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All Classes
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3(a)
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All Funds
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All Classes
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3(b)
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Balanced Fund
Bond Fund
Classic Value Fund
Classic Value Fund II
Financial Industries Fund
Global Opportunities Fund
Global Real Estate Fund
Government Income Fund
High Yield Fund
Investment Grade Bond Fund
Large Cap Equity Fund
Large Cap Select Fund
Massachusetts Tax-Free Income Fund
Mid Cap Equity Fund
Money Market Fund
New York Tax-Free Income Fund
Regional Bank Fund
Small Cap Equity Fund
Small Cap Fund
Small Cap Intrinsic Value Fund
Sovereign Investors Fund
Strategic Income Fund
Tax-Free Bond Fund
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All Classes
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3(c) to 3(f)
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All Funds
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All Classes
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3(g) and 3(h)
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Government Income Fund
Money Market Fund
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All Classes
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3(i)
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Government Income Fund
Investment Grade Bond Fund
Large Cap Equity Fund
Money Market Fund
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All Classes
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3(j)
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Government Income Fund
Investment Grade Bond Fund
Large Cap Equity Fund
Money Market Fund
Regional Bank Fund
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All Classes
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3(k)
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Government Income Fund
Money Market Fund
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All Classes
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3(l)
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Balanced Fund
Bond Fund
Health Sciences Fund
Massachusetts Tax-Free Income Fund
New York Tax-Free Income Fund
Strategic Income Fund
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All Classes
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3(m) and 3(n)
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Large Cap Equity Fund
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All Classes
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3(o)
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Regional Bank Fund
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All Classes
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v
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Proposal
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Funds
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Classes
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4
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All Funds
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A, B, and C
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Balanced Fund
Bond Fund
Classic Value Fund
Classic Value Fund II
Large Cap Select Fund
Small Cap Equity Fund
Sovereign Investors Fund
Strategic Income Fund
U.S. Global Leaders Growth Fund
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R1
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Balanced Fund
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R, R2, R3, R4, and R5
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5
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Balanced Fund
Bond Fund
California Tax-Free Income Fund
Classic Value Fund
Financial Industries Fund
Global Opportunities Fund
Global Real Estate Fund
Government Income Fund
Greater China Opportunities Fund
Health Sciences Fund
High Yield Fund
High Yield Municipal Bond Fund
Investment Grade Bond Fund
Large Cap Equity Fund
Large Cap Select Fund
Massachusetts Tax-Free Income Fund
Mid Cap Equity Fund
Money Market Fund
New York Tax-Free Income Fund
Regional Bank Fund
Small Cap Equity Fund
Small Cap Intrinsic Value Fund
Sovereign Investors Fund
Strategic Income Fund
Tax-Free Bond Fund
U.S. Global Leaders Growth Fund
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All Classes
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6
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All Funds
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All Classes
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vi
TABLE OF
CONTENTS
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1
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2
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14
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22
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23
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26
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28
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30
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31
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33
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35
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36
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36
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37
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38
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39
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39
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40
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40
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41
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49
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51
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52
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54
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57
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58
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A-1
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B-1
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C-1
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D-1
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E-1
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F-1
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vii
JOHN HANCOCK BOND
TRUST
JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
JOHN HANCOCK CAPITAL SERIES
JOHN HANCOCK CURRENT INTEREST
JOHN HANCOCK EQUITY TRUST
JOHN HANCOCK INVESTMENT TRUST
JOHN HANCOCK INVESTMENT TRUST II
JOHN HANCOCK INVESTMENT TRUST III
JOHN HANCOCK MUNICIPAL SECURITIES TRUST
JOHN HANCOCK SERIES TRUST
JOHN HANCOCK SOVEREIGN BOND FUND
JOHN HANCOCK STRATEGIC SERIES
JOHN HANCOCK TAX-EXEMPT SERIES FUND
JOHN HANCOCK WORLD FUND
(the Trusts)
601 Congress
Street
Boston,
Massachusetts 02210
PROXY
STATEMENT
SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 2009
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation by each Board of Trustees (the Board or
Trustees) of each Trust of proxies to be used at a
Special Joint Meeting of shareholders of the Trusts to be held
at 601 Congress Street, Boston, Massachusetts 02210, on
April 16, 2009 at 2:00 p.m., Eastern Time (the
Meeting). Pursuant to the Agreement and Declaration
of Trust of each Trust (the Declaration of Trust),
each Board has designated January 23, 2009 as the record
date for determining shareholders eligible to vote at the
Meeting (the Record Date). All shareholders of
record at the close of business on the Record Date are entitled
to one vote for each share (and fractional votes for fractional
shares) of beneficial interest of Trusts held. This Proxy
Statement is first being sent to shareholders on or about
February 6, 2009.
Each of the Trusts is an open-end management investment
company, commonly known as a mutual fund, registered under the
Investment Company Act of 1940, as amended (the 1940
Act). The shares of each of the 14 Trusts being offered as
of the Record Date were divided into series corresponding to a
combined total of 29 portfolios (each a Fund). The
Funds are named on the cover of this Proxy Statement.
Investment Management. John Hancock Advisers, LLC
(JHA or the Adviser) serves as
investment adviser for each Trust and each of the Funds.
Pursuant to an investment advisory agreement with each Trust,
the Adviser is responsible for, among other things,
administering the business and affairs of the Funds and
selecting, contracting with, compensating and monitoring the
performance of the investment subadvisers that manage the
investment and reinvestment of the assets of the Funds pursuant
to subadvisory agreements with the Adviser. JHA is registered as
an investment adviser under the Investment Advisers Act of 1940,
as amended (the Advisers Act). Each of the
subadvisers to the Funds is also registered as an investment
adviser under the Advisers Act or is exempt from such
registration.
The Distributor. John Hancock Funds, LLC (the
Distributor) serves as each Funds
distributor.
The offices of JHA and the Distributor are located at 601
Congress Street, Boston, Massachusetts 02210, and their ultimate
parent entity is Manulife Financial Corporation
(MFC), a publicly traded company based in Toronto,
Canada. MFC and its subsidiaries operate as Manulife
Financial in Canada and Asia and primarily as John
Hancock in the United States.
1
PROPOSAL 1
ELECTION OF ELEVEN TRUSTEES AS MEMBERS OF THE BOARD OF TRUSTEES
OF EACH TRUST
(All
Funds)
Shareholders are being asked to elect each of the individuals
listed below (the Nominees) as a member of each
Board of Trustees of the Trusts. Nine of the Nominees currently
are Trustees of each Trust and have served in that capacity
continuously since originally elected or appointed. Two of the
Nominees, Gregory A. Russo and John G. Vrysen, have not served
as Trustees of any Trust, although Mr. Russo currently
serves a Trustee of other funds managed by JHA or its
affiliates. Because no Trust holds regular annual shareholder
meetings, each Nominee, if elected, will hold office until his
or her successor is elected and qualified or until he or she
dies, retires, resigns, is removed or becomes disqualified.
The persons named as proxies intend, in the absence of contrary
instructions, to vote all proxies for the election of the
Nominees. If, prior to the Meeting, any Nominee becomes unable
to serve for any reason, the persons named as proxies reserve
the right to substitute another person or persons of their
choice as nominee or nominees. All of the Nominees have
consented to being named in this Proxy Statement and to serve if
elected. The Trusts know of no reason why any Nominee would be
unable or unwilling to serve if elected.
The business and affairs of the Trusts, including those of the
Funds, are managed under the direction of the Boards of the
Trusts. The following table presents certain information
regarding the current Trustees, as well as Nominees who are not
currently serving as Trustees, including their principal
occupations which, unless specific dates are shown, are of at
least five years duration. In addition, the table includes
information concerning other directorships held by each Nominee
in other registered investment companies or publicly traded
companies. Information is listed separately for each Nominee who
is an interested person (as defined in the 1940 Act)
of a Trust (the Interested Trustee) and the Nominees
who are not interested persons of a Trust (the Independent
Trustees). As stated above, the 14 Trusts have a combined
total of 29 separate Funds, and each Trustee oversees all Funds.
In addition to the Funds, some Trustees also oversee other funds
advised by JHA or JHAs affiliates (collectively with the
Funds, the John Hancock Fund Complex). As of
December 31, 2008, the John Hancock Fund Complex
consisted of 268 funds (including separate series of series
mutual funds): John Hancock Trust (JHT) (123 funds);
John Hancock Funds II (JHF II) (95 Funds); John
Hancock Funds III (JHF III) (12 funds); and 38
other John Hancock funds (including the 29 Funds included in
this proxy). Each Nominees business address is 601
Congress Street, Boston, Massachusetts 02210.
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Interested
Trustees
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Number of Funds
in
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John Hancock
Fund
|
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Name
|
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Position with
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Complex Overseen
by
|
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(Birth
Year)
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the
Trusts
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Principal
Occupation(s) and Other Directorships During the Past 5
Years
|
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Trustee/Nominee
|
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James R.
Boyle(1)
(1959)
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Trustee(2)
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Executive Vice President, MFC (since 1999); Director and
President, John Hancock Variable Life Insurance Company (since
2007); Director and Executive Vice President, John Hancock Life
Insurance Company (JHLICO) (since 2004); Chairman
and Director, JHA, The Berkeley Financial Group, LLC (The
Berkeley Group) (holding company) and the Distributor
(since 2005); Chairman and Director, John Hancock Investment
Management Services, LLC (JHIMS) (since 2006);
Senior Vice President, The Manufacturers Life Insurance Company
(U.S.A) (until 2004).(3)
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268
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John G.
Vrysen(1)
(1955)
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Nominee
for Trustee
Chief Operating
Officer
(since 2005)
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Senior Vice President, MFC (since 2006); Director, Executive
Vice President and Chief Operating Officer, the Adviser, The
Berkeley Group, JHIMS, and the Distributor (since 2007); Chief
Operating Officer, JHF, JHF II, JHF III and JHT (since 2007);
Director, John Hancock Signature Services, Inc. (Signature
Services) (since 2005); Chief Financial Officer, the
Adviser, The Berkeley Group, MFC Global Investment Management
(US), JHIMS, John Hancock Funds, LLC, JHF, JHF II, JHF III and
JHT (20052007); Vice President, MFC (until 2006).
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N/A
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(1) |
|
The Trustee is an Interested Trustee due to his position with
the Adviser and certain of its affiliates. |
2
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(2) |
|
Mr. Boyle began service as a Trustee of the various Trusts
in different years, as detailed in the table following the
biographical information about the Trustees and Nominees. |
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(3) |
|
Prior to January 1, 2005, JHLICO (U.S.A.) was named The
Manufacturers Life Insurance Company (U.S.A.). |
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Independent
Trustees/Nominees
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Number of Funds
in
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John Hancock
Fund
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Name
|
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Position(s)
with
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Principal
Occupation(s) and
|
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Complex Overseen
by
|
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(Birth
Year)
|
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|
the
Trusts
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Other
Directorships During the Past 5 Years
|
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Trustee/Nominee
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James F. Carlin
(1940)
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Trustee*
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Director and Treasurer, Alpha Analytical Laboratories (chemical
analysis) (since 1985); Part Owner and Treasurer, Lawrence
Carlin Insurance Agency, Inc. (since 1995); Part Owner and Vice
President, Mone Lawrence Carlin Insurance Agency, Inc. (until
2005); Chairman and CEO, Carlin Consolidated, Inc.
(management/investments) (since 1987); Trustee, Massachusetts
Health and Education Tax Exempt Trust (1993-2003).
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50
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William H.
Cunningham
(1944)
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Trustee*
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Professor, University of Texas, Austin, Texas (since 1971);
former Chancellor, University of Texas System and former
President of the University of Texas, Austin, Texas; Chairman
and CEO, IBT Technologies (until 2001); Director of the
following: Hicks Acquisition Company 1, Inc. (since 2007);
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise
Television Corp. (until 2001), Symtx, Inc.(electronic
manufacturing) (since 2001), Adorno/Rogers Technology, Inc.
(until 2004), Pinnacle Foods Corporation (until 2003),
rateGenius (until 2003), Lincoln National Corporation
(insurance) (since 2006), Jefferson-Pilot Corporation
(diversified life insurance company) (until 2006), New Century
Equity Holdings (formerly Billing Concepts) (until 2001),
eCertain (until 2001), ClassMap.com (until 2001), Agile Ventures
(until 2001), AskRed.com (until 2001), Southwest Airlines (since
2000), Introgen (manufacturer of biopharmaceuticals) (since
2000) and Viasystems Group, Inc. (electronic manufacturer)
(until 2003); Advisory Director, Interactive Bridge, Inc.
(college fundraising) (until 2001); Advisory Director, Q
Investments (until 2003); Advisory Director, JP Morgan Chase
Bank (formerly Texas Commerce Bank Austin), LIN
Television (until 2008), WilTel Communications (until 2003) and
Hayes Lemmerz International, Inc. (diversified automotive parts
supply company) (since 2003).
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50
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Deborah Jackson
(1952)
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Trustee
(since 2008)
|
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|
Chief Executive Officer, American Red Cross of Massachusetts Bay
(since 2002); Board of Directors of Eastern Bank Corporation
(since 2001); Board of Directors of Eastern Bank Charitable
Foundation (since 2001); Board of Directors of American Student
Association Corp. (since 1996); Board of Directors of Boston
Stock Exchange (2002-2008); Board of Directors of Harvard
Pilgrim Healthcare (since 2007).
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50
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Charles L. Ladner
(1938)
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Trustee*
|
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|
Chairman and Trustee, Dunwoody Village, Inc. (retirement
services) (since 2008); Senior Vice President and Chief
Financial Officer, UGI Corporation (public utility holding
company) (retired 1998); Vice President and Director for
AmeriGas, Inc. (retired 1998); Director of AmeriGas Partners,
L.P.(gas distribution) (until 1997); Director, EnergyNorth, Inc.
(until 1995); Director, Parks and History Association (until
2005).
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50
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3
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Independent
Trustees/Nominees
|
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|
Number of Funds
in
|
|
|
|
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|
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|
|
|
|
John Hancock
Fund
|
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Name
|
|
|
Position(s)
with
|
|
|
Principal
Occupation(s) and
|
|
|
Complex Overseen
by
|
|
(Birth
Year)
|
|
|
the
Trusts
|
|
|
Other
Directorships During the Past 5 Years
|
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|
Trustee/Nominee
|
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Stanley Martin
(1947)
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Trustee
(since 2008)
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Senior Vice President/Audit Executive, Federal Home Loan
Mortgage Corporation (2004-2006); Executive Vice
President/Consultant, HSBC Bank USA (2000-2003); Chief Financial
Officer/Executive Vice President, Republic New York Corporation
& Republic National Bank of New York (1998-2000);
Partner, KPMG LLP (1971-1998).
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50
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Patti McGill Peterson
(1943)
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Trustee* and
Chairperson
(since 2008)
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Principal, PMP Globalinc (consulting) (since 2007); Senior
Associate, Institute for Higher Education Policy (since 2007);
Executive Director, CIES (international education agency) (until
2007); Vice President, Institute of International Education
(until 2007); Senior Fellow, Cornell University Institute of
Public Affairs, Cornell University (1997-1998); Former President
Wells College, St. Lawrence University and the Association of
Colleges and Universities of the State of New York. Director of
the following: Niagara Mohawk Power Corporation (until 2003);
Security Mutual Life (insurance) (until 1997); ONBANK (until
1993). Trustee of the following: Board of Visitors, The
University of Wisconsin, Madison (since 2007); Ford Foundation,
International Fellowships Program (until 2007); UNCF,
International Development Partnerships (until 2005);
Roth Endowment (since 2002); Council for International
Educational Exchange (since 2003).
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50
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John A. Moore
(1939)
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Trustee*
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President and Chief Executive Officer, Institute for Evaluating
Health Risks, (nonprofit institution) (until 2001); Senior
Scientist, Sciences International (health research) (until
2003); Former Assistant Administrator & Deputy
Administrator, Environmental Protection Agency; Principal,
Hollyhouse (consulting) (since 2000); Director, CIIT Center for
Health Science Research (nonprofit research) (until 2007).
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50
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Steven R. Pruchansky
(1944)
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Trustee* and
Vice Chairman
|
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Chairman and Chief Executive Officer, Greenscapes of Southwest
Florida, Inc. (since 2000); Director and President, Greenscapes
of Southwest Florida, Inc. (until 2000); Member, Board of
Advisors, First American Bank (since 2008); Managing Director,
Jon James, LLC (real estate) (since 2000); Director, First
Signature Bank & Trust Company (until 1991); Director, Mast
Realty Trust (until 1994); President, Maxwell Building Corp.
(until 1991).
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50
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Gregory A. Russo
(1949)
|
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Nominee for
Trustee
|
|
|
Vice Chairman, Risk & Regulatory Matters, KPMG, LLC
(KPMG) (2002-2006); Vice Chairman, Industrial
Markets, KPMG (1998-2002).
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21
|
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* |
|
Except for Ms. Jackson and Mr. Martin, each of whom
was appointed as a Trustee of all of the Trusts in 2008, the
current Trustees began service as Trustees of the various Trusts
in different years, as detailed in the table following the
biographical information about the Trustees and Nominees. |
4
Year Each Current
Trustee Began Service as a Trustee
(Other than Ms. Jackson and Mr. Martin)
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|
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|
|
|
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|
Boyle
|
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|
Carlin
|
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Cunningham
|
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Ladner
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McGill
Peterson
|
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Moore
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Pruchansky
|
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Bond Trust
|
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2005
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1994
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1987
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1994
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2001
|
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2001
|
|
|
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|
1994
|
|
California Tax-Free Income Fund
|
|
|
|
2005
|
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1994
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1989
|
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|
1994
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|
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|
2005
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|
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|
2005
|
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|
1994
|
|
Capital Series
|
|
|
|
2005
|
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|
|
|
1992
|
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|
|
|
2005
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|
|
2004
|
|
|
|
|
1996
|
|
|
|
|
1996
|
|
|
|
|
2005
|
|
Current Interest
|
|
|
|
2005
|
|
|
|
|
1994
|
|
|
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|
1987
|
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|
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|
1994
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|
2005
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2005
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1994
|
|
Equity Trust
|
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|
2005
|
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|
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|
2004
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2004
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|
2004
|
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|
2000
|
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|
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|
2000
|
|
|
|
|
2004
|
|
Investment Trust
|
|
|
|
2005
|
|
|
|
|
1992
|
|
|
|
|
1986
|
|
|
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|
1979
|
|
|
|
|
2005
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|
|
|
|
2005
|
|
|
|
|
1992
|
|
Investment Trust II
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
2004
|
|
|
|
|
1993
|
|
|
|
|
1991
|
|
|
|
|
2005
|
|
Investment Trust III
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
2004
|
|
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|
|
1994
|
|
|
|
|
1994
|
|
|
|
|
2005
|
|
Municipal Securities Trust
|
|
|
|
2005
|
|
|
|
|
1994
|
|
|
|
|
1987
|
|
|
|
|
1994
|
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
1994
|
|
Series Trust
|
|
|
|
2005
|
|
|
|
|
1992
|
|
|
|
|
1994
|
|
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|
1991
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|
|
|
|
2005
|
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|
|
|
2005
|
|
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|
|
1991
|
|
Sovereign Bond
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
2004
|
|
|
|
|
2001
|
|
|
|
|
2001
|
|
|
|
|
2005
|
|
Strategic Series
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
2004
|
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|
|
|
2001
|
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|
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|
2001
|
|
|
|
|
2005
|
|
Tax-Exempt Series Fund
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
2004
|
|
|
|
|
1996
|
|
|
|
|
1996
|
|
|
|
|
2005
|
|
World Fund
|
|
|
|
2005
|
|
|
|
|
2005
|
|
|
|
|
2005
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|
|
|
2004
|
|
|
|
|
1993
|
|
|
|
|
1991
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
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|
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Correspondence intended for any of the Nominees may be sent to
the attention of the individual Nominee or to a Board at 601
Congress Street, Boston, Massachusetts 02210. All communications
addressed to a Board or individual Nominee will be logged and
sent to the Board or individual Nominee.
5
Principal
Officers Who Are Not Trustees or Nominees
The following table presents information regarding the current
principal officers of the Trusts who are neither current
Trustees nor Nominees, including their principal occupations
which, unless specific dates are shown, are of at least five
years duration. Each of the officers is an affiliated
person of the Adviser. Each such officers business address
is 601 Congress Street, Boston, Massachusetts
02210-2805.
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Position(s)
with
|
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|
Name (Birth
Year)
|
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|
Each
Trust
|
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|
Principal
Occupation(s) During Past 5 Years
|
Keith F. Hartstein
(1956)
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|
President and Chief Executive Officer
(since 2005)
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Senior Vice President, MFC (since 2004); Director, President and
Chief Executive Officer, JHA, The Berkeley Group, the
Distributor (since 2005); Director, MFC Global Investment
Management (U.S.), LLC (MFC Global (U.S.)) (since
2005); Director, Signature Services (since 2005); President and
Chief Executive Officer, JHIMS (since 2006); President and Chief
Executive Officer, JHF II, JHF III and JHT; Director, Chairman
and President, NM Capital Management, Inc. (since 2005);
Chairman, Investment Company Institute Sales Force Marketing
Committee (since 2003); Director, President and Chief Executive
Officer, MFC Global (U.S.) (2005-2006); Executive Vice
President, the Distributor (until 2005).
|
Francis V. Knox, Jr.
(1947)
|
|
|
Chief Compliance Officer
(since 2005)
|
|
|
Vice President and Chief Compliance Officer, JHIMS, JHA and MFC
Global (U.S.) (since 2005); Vice President and Chief Compliance
Officer, JHF, JHF II, JHF III and JHT (since 2005); Vice
President and Assistant Treasurer, Fidelity Group of Funds
(until 2004).
|
Gordon M. Shone
(1956)
|
|
|
Treasurer
(since 2006)
|
|
|
Treasurer, JHF (since 2006), JHF II, JHF III and JHT (since
2005); Vice President and Chief Financial Officer, JHT
(2003-2005); Senior Vice President, JHLICO (U.S.A.) (since
2001); Vice President, JHIMS and JHA (since 2006).
|
Charles A. Rizzo
(1959)
|
|
|
Chief Financial Officer (since 2007)
|
|
|
Chief Financial Officer, JHF, JHF II, JHF III and JHT (since
2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex
(registered investment companies) (2005-2007); Vice President,
Goldman Sachs (2005-2007); Managing Director and Treasurer of
Scudder Funds, Deutsche Asset Management (2003-2005).
|
Thomas M. Kinzler
(1955)
|
|
|
Secretary and Chief Legal Officer
(since 2006)
|
|
|
Vice President and Counsel, JHLICO (U.S.A.) (since 2006);
Secretary and Chief Legal Officer, the Distributor, JHF II, JHF
III and JHT (since 2006); Vice President and Associate General
Counsel, Massachusetts Mutual Life Insurance Company
(1999-2006); Secretary and Chief Legal Counsel, MML Series
Investment Fund (2000-2006); Secretary and Chief Legal Counsel,
MassMutual Institutional Funds (2000-2004); Secretary and Chief
Legal Counsel, MassMutual Select Funds and MassMutual Premier
Funds (2004-2006).
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|
Duties of
Trustees; Board Meetings and Board Committees
Each Trust is organized as a Massachusetts business trust. Under
each Trusts Declaration of Trust, the Trustees are
responsible for managing the affairs of that Trust, including
the appointment of advisers and subadvisers. The Trustees may
appoint officers who assist in managing its day-to-day affairs.
In 2008, each Fund of John Hancock Capital Series (Capital
Series), except for the Large Cap Select Fund, and John
Hancock Investment Trust (Investment Trust) changed
its fiscal year end from December 31 to October 31.
Accordingly, information in this Proxy Statement relating to the
most recent fiscal year for these two Trusts (except as
information relates to the Large Cap Select Fund) will be shown
through or as of the end of each such Trusts most recently
completed fiscal period (October 31, 2008), as well as for
the previous full
12-month
fiscal year ended December 31, 2007.
6
The Board of each Trust met seven times during each Trusts
last respective
12-month
fiscal year. The Board of each of Capital Series and Investment
Trust met seven times during each such Trusts respective
fiscal period ended October 31, 2008.
During each Trusts most recent
12-month
fiscal year and, in the case of Capital Series and Investment
Trust, the fiscal period ended October 31, 2008, the Board
had four standing committees: the Audit and Compliance
Committee, the Contracts/Operations Committee, the Governance
Committee and the Investment Performance Committee. Each
Committee was comprised entirely of Independent Trustees. In
January 2009, each Boards committee structure was changed
to consist of six standing committees. The following
discussion relates to the committee structure that was in place
through December 2008. The new committee structure is described
below under Revised Committee Structure.
Audit and Compliance Committee. All of the
members of this Committee are independent, and each member is
financially literate with at least one having accounting or
financial management expertise. Each Board has adopted a written
charter for the Committee. This Committee recommends to the full
Board independent registered public accounting firms for a Fund,
oversees the work of the independent registered public
accounting firm in connection with each Funds audit,
communicates with the independent registered public accounting
firm on a regular basis and provides a forum for the independent
registered public accounting firm to report and discuss any
matters it deems appropriate at any time.
The Audit and Compliance Committee of John Hancock Bond Trust,
John Hancock California Tax-Free Income Fund, John Hancock
Current Interest, John Hancock Municipal Securities Trust, John
Hancock Sovereign Bond Fund, John Hancock Strategic Series and
John Hancock Tax-Exempt Series Fund held four meetings
during each such Trusts last respective fiscal year.
The Audit and Compliance Committee of Capital Series, John
Hancock Equity Trust, Investment Trust, John Hancock Investment
Trust II, John Hancock Investment Trust III, John
Hancock Series Trust and John Hancock World Fund held four
meetings during each such Trusts last respective
12-month
fiscal year. The Audit and Compliance Committee of each of
Capital Series and Investment Trust met three times during each
such Trusts respective fiscal period ended
October 31, 2008.
Governance Committee. This Committee is
comprised of all of the Independent Trustees. This Committee
reviews the activities of the other standing committees and
makes the final selection and nomination of candidates to serve
as Independent Trustees. The Interested Trustees and the
officers of each Trust are nominated and selected by the Board.
In reviewing a potential nominee and in evaluating the
renomination of current Independent Trustees, this Committee
will generally apply the following criteria: (i) the
nominees reputation for integrity, honesty and adherence
to high ethical standards; (ii) the nominees business
acumen, experience and ability to exercise sound judgments;
(iii) a commitment to understand the Funds and the
responsibilities of a trustee of an investment company;
(iv) a commitment to regularly attend and participate in
meetings of a Board and its committees; (v) the ability to
understand potential conflicts of interest involving management
of the Funds and to act in the interests of all shareholders;
and (vi) the absence of a real or apparent conflict of
interest that would impair the nominees ability to
represent the interests of all the shareholders and to fulfill
the responsibilities of an Independent Trustee. This Committee
does not necessarily place the same emphasis on each criteria
and each nominee may not have each of these qualities.
It is the intent of each Governance Committee that at least one
Independent Trustee be an audit committee financial
expert as defined by the Securities and Exchange
Commission (the SEC).
As long as an existing Independent Trustee continues, in the
opinion of the relevant Governance Committee, to satisfy these
criteria, each Trust anticipates that the Committee would favor
the renomination of an existing Independent Trustee rather than
a new candidate. Consequently, while each such Committee will
consider nominees recommended by shareholders to serve as
Independent Trustees, this Committee may only act upon such
recommendations if there is a vacancy on a Board or a committee
determines that the selection of a new or additional Independent
Trustee is in the best interests of a Fund. In the event that a
vacancy arises or a change in Board membership is determined to
be advisable, this Committee will, in addition to any
7
shareholder recommendations, consider candidates identified by
other means, including candidates proposed by members of this
Committee. This Committee may retain a consultant to assist it
in a search for a qualified candidate, and has done so recently.
Each such Committee has adopted Procedures for the Selection of
Independent Trustees, a form of which is attached as
Appendix A to this Proxy Statement.
Any shareholder recommendation for Independent Trustee must be
submitted in compliance with all of the pertinent provisions of
Rule 14a-8
under the Securities Exchange Act of 1934, as amended, to be
considered by the Governance Committee. In evaluating a nominee
recommended by a shareholder, this Committee, in addition to the
criteria discussed above, may consider the objectives of the
shareholder in submitting that nomination and whether such
objectives are consistent with the interests of all
shareholders. If a Board determines to include a
shareholders candidate among the slate of nominees, the
candidates name will be placed on the Funds proxy
card. If this Committee or a Board determines not to include
such candidate among a Boards designated nominees and the
shareholder has satisfied the requirements of
Rule 14a-8,
the shareholders candidate will be treated as a nominee of
the shareholder who originally nominated the candidate. In that
case, the candidate will not be named on the proxy card
distributed with a Funds Proxy Statement.
Shareholders may communicate with the members of a Board as a
group or individually. Any such communication should be sent to
a Board or an individual Trustee
c/o The
Secretary of the relevant Trust at the following address: 601
Congress Street, Boston, Massachusetts
02210-2805.
The Secretary may determine not to forward any letter to the
members of a Board that does not relate to the business of a
Fund.
The Governance Committee of John Hancock Bond Trust, John
Hancock California Tax-Free Income Fund, John Hancock Current
Interest, John Hancock Municipal Securities Trust, John Hancock
Sovereign Bond Fund, John Hancock Strategic Series and John
Hancock Tax-Exempt Series Fund held two meetings during
each such Trusts last respective fiscal year.
The Governance Committee of Capital Series, John Hancock Equity
Trust, Investment Trust, John Hancock Investment Trust II,
John Hancock Investment Trust III, John Hancock
Series Trust and John Hancock World Fund held one meeting
during its last respective
12-month
fiscal year. The Governance Committee of each of Capital Series
and Investment Trust met twice during each such Trusts
respective fiscal period ended October 31, 2008.
Contracts/Operations Committee. Each such
Committee oversees the initiation, operation, and renewal of the
various contracts between a Fund and other entities. These
contracts include advisory and subadvisory agreements, custodial
and transfer agency agreements and arrangements with other
service providers. Each such Committee held four meetings during
each Trusts last respective
12-month
fiscal year. The Contracts/Operations Committee of each of
Capital Series and Investment Trust met three times during each
such Trusts respective fiscal period ended
October 31, 2008.
Investment Performance Committee. Each such
Committee monitors and analyzes the performance of a Fund
generally, consults with the Adviser as necessary if a Fund
requires special attention, and reviews peer groups and other
comparative standards as necessary. Each such Committee held
four meetings during each Trusts last respective fiscal
year. The Investment Performance Committee of each of Capital
Series and Investment Trust met three times during each such
Trusts respective fiscal period ended October 31,
2008.
Revised Committee Structure. Beginning
January 2009, each Trusts committee structure was revised
to consist of six committees: the Audit Committee; the
Compliance Committee; the Nominating, Governance and
Administration Committee (which corresponds to the former
Governance Committee); the Investment Performance Committee A
and the Investment Performance Committee B (which together
correspond to the former Investment Performance Committee); and
the Contracts/Operations Committee (which corresponds to the
former committee of the same name). In terms of function, other
than the separate Audit and Compliance Committees, the current
committees operate in the same manner as their predecessor
committees.
Audit Committee. The accounting oversight
function of this Committee is described above in the discussion
of the former Audit and Compliance Committee.
8
Compliance Committee. The primary role of
each such Committee is to oversee the activities of the
Trusts Chief Compliance Officer; the implementation and
enforcement of the Trusts compliance policies and
procedures; and compliance with the Trusts and the
Independent Trustees Codes of Ethics.
The current membership of each committee is set forth below. As
Chairperson of the Board, Ms. McGill Peterson is considered
an ex officio member of each committee and, therefore, is
able to attend and participate in any committee meeting, as
appropriate. Prior to January 2009, Ms. Jackson and
Messrs. Martin and Russo were not members of any committee.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominating,
|
|
|
|
|
|
|
|
|
|
|
Governance and
|
|
Investment
|
|
Investment
|
|
|
Audit
|
|
Compliance
|
|
Administration
|
|
Performance
A
|
|
Performance
B
|
|
Contracts/Operations
|
Mr. Cunningham
|
|
Mr. Carlin
|
|
All Independent
|
|
Ms. Jackson
|
|
Mr. Carlin
|
|
Mr. Ladner
|
Ms. Jackson
|
|
Mr. Russo
|
|
Trustees
|
|
Mr. Ladner
|
|
Mr. Cunningham
|
|
Dr. Moore
|
Mr. Martin
|
|
|
|
|
|
Mr. Martin
|
|
Dr. Moore
|
|
Mr. Pruchansky
|
|
|
|
|
|
|
Mr. Pruchansky
|
|
Mr. Russo
|
|
|
Compensation of
Trustees
Each Trust pays fees only to its Independent Trustees. Trustees
are reimbursed for travel and other out-of-pocket expenses. The
following tables show the compensation paid to each Independent
Trustee for his or her service as a Trustee for the most recent
fiscal years or periods indicated. In these tables, the amount
shown for each of Ms. Jackson and Mr. Martin for
certain periods is None since each of these
individuals was appointed to the Board of each Trust after these
periods.
Compensation for
Fiscal Year Ended October 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hancock
|
|
|
|
|
Equity
|
|
|
|
Investment
|
|
|
|
Investment
|
|
|
|
Series
|
|
|
|
World
|
|
|
|
Fund
|
|
Independent
Trustee
|
|
|
Trust
|
|
|
|
Trust
II
|
|
|
|
Trust
III
|
|
|
|
Trust
|
|
|
|
Fund
|
|
|
|
Complex*
|
|
Carlin
|
|
|
$
|
2,060
|
|
|
|
$
|
21,249
|
|
|
|
$
|
2,453
|
|
|
|
$
|
2,205
|
|
|
|
$
|
1,558
|
|
|
|
$
|
260,834
|
|
Cunningham
|
|
|
$
|
1,229
|
|
|
|
$
|
12,274
|
|
|
|
$
|
1,579
|
|
|
|
$
|
1,286
|
|
|
|
$
|
941
|
|
|
|
$
|
157,500
|
|
Jackson
|
|
|
$
|
122
|
|
|
|
$
|
2,398
|
|
|
|
$
|
194
|
|
|
|
$
|
74
|
|
|
|
$
|
180
|
|
|
|
$
|
34,750
|
|
Ladner
|
|
|
$
|
1,229
|
|
|
|
$
|
12,274
|
|
|
|
$
|
1,579
|
|
|
|
$
|
1,286
|
|
|
|
$
|
941
|
|
|
|
$
|
162,500
|
|
Martin
|
|
|
$
|
197
|
|
|
|
$
|
3,482
|
|
|
|
$
|
339
|
|
|
|
$
|
118
|
|
|
|
$
|
281
|
|
|
|
$
|
51,960
|
|
McGill Peterson
|
|
|
$
|
1,229
|
|
|
|
$
|
12,275
|
|
|
|
$
|
1,579
|
|
|
|
$
|
1,286
|
|
|
|
$
|
941
|
|
|
|
$
|
157,500
|
|
Moore
|
|
|
$
|
1,539
|
|
|
|
$
|
15,531
|
|
|
|
$
|
1,941
|
|
|
|
$
|
1,624
|
|
|
|
$
|
1,178
|
|
|
|
$
|
212,000
|
|
Pruchansky
|
|
|
$
|
1,579
|
|
|
|
$
|
19,924
|
|
|
|
$
|
1,988
|
|
|
|
$
|
1,672
|
|
|
|
$
|
1,213
|
|
|
|
$
|
203,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
Compensation for
Fiscal Year Ended December 31, 2007 and Fiscal Period ended
October 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent
Trustee
|
|
|
Capital
Series
|
|
|
|
Investment
Trust
|
|
|
|
John Hancock Fund
Complex*
|
|
|
|
|
FYE
|
|
|
|
FYE
|
|
|
|
FYE
|
|
|
|
FYE
|
|
|
|
FYE
|
|
|
|
FYE
|
|
|
|
|
12-31-07
|
|
|
|
10-31-08
|
|
|
|
12-31-07
|
|
|
|
10-31-08
|
|
|
|
12-31-07
|
|
|
|
10-31-08
|
|
Carlin
|
|
|
$
|
52,172
|
|
|
|
$
|
64,455
|
|
|
|
$
|
8,446
|
|
|
|
$
|
37,201
|
|
|
|
$
|
145,250
|
|
|
|
$
|
255,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cunningham
|
|
|
$
|
52,181
|
|
|
|
$
|
36,282
|
|
|
|
$
|
8,448
|
|
|
|
$
|
20,289
|
|
|
|
$
|
145,250
|
|
|
|
$
|
152,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jackson
|
|
|
|
None
|
|
|
|
$
|
6,081
|
|
|
|
|
None
|
|
|
|
$
|
6,025
|
|
|
|
|
None
|
|
|
|
$
|
34,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ladner
|
|
|
$
|
52,172
|
|
|
|
$
|
36,282
|
|
|
|
$
|
8,446
|
|
|
|
$
|
20,289
|
|
|
|
$
|
146,000
|
|
|
|
$
|
157,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin
|
|
|
|
None
|
|
|
|
$
|
9,481
|
|
|
|
|
None
|
|
|
|
$
|
9,718
|
|
|
|
|
None
|
|
|
|
$
|
51,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
McGill Peterson
|
|
|
$
|
52,177
|
|
|
|
$
|
36,281
|
|
|
|
$
|
8,447
|
|
|
|
$
|
20,289
|
|
|
|
$
|
151,000
|
|
|
|
$
|
152,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moore
|
|
|
$
|
64,625
|
|
|
|
$
|
43,069
|
|
|
|
$
|
11,083
|
|
|
|
$
|
25,405
|
|
|
|
$
|
181,000
|
|
|
|
$
|
197,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pruchansky
|
|
|
$
|
64,625
|
|
|
|
$
|
44,295
|
|
|
|
$
|
11,083
|
|
|
|
$
|
26,229
|
|
|
|
$
|
180,250
|
|
|
|
$
|
188,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation for
Fiscal Year Ended March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
Independent
Trustee
|
|
|
Current
Interest
|
|
|
|
John Hancock Fund
Complex*
|
|
Carlin
|
|
|
$
|
2,139
|
|
|
|
$
|
145,250
|
|
Cunningham
|
|
|
$
|
1,821
|
|
|
|
$
|
145,250
|
|
Jackson
|
|
|
|
None
|
|
|
|
|
None
|
|
Ladner
|
|
|
$
|
1,820
|
|
|
|
$
|
146,000
|
|
Martin
|
|
|
|
None
|
|
|
|
|
None
|
|
McGill Peterson
|
|
|
$
|
1,820
|
|
|
|
$
|
151,000
|
|
Moore
|
|
|
$
|
2,247
|
|
|
|
$
|
181,000
|
|
Pruchansky
|
|
|
$
|
2,247
|
|
|
|
$
|
180,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
This column reflects the aggregate compensation for each fiscal
year end paid to each Trustee from the relevant Trust and from
each Fund in the John Hancock Fund Complex that such
Trustee serves. The aggregate compensation may include
overlapping amounts reflected in the compensation tables for
other fiscal year ends. For example, the Compensation for
Fiscal Year Ended May 31, 2008 will reflect aggregate
compensation for each month from June 2007 through May 2008. The
Compensation for Fiscal Year Ended August 31,
2008 will reflect aggregate compensation for each month
from September 2007 through August 2008. Accordingly, the
aggregate compensation paid to each Trustee by the John Hancock
Fund Complex from September 2007 through May 2008 will be
reflected in both compensation table totals.
|
10
Compensation for
Fiscal Year Ended May 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Hancock
Fund
|
|
Independent
Trustee
|
|
|
Bond
Trust
|
|
|
|
Sovereign
Bond
|
|
|
|
Strategic
Series
|
|
|
|
Complex*
|
|
Carlin
|
|
|
$
|
12,255
|
|
|
|
$
|
6,463
|
|
|
|
$
|
8,049
|
|
|
|
$
|
145,250
|
|
Cunningham
|
|
|
$
|
9,924
|
|
|
|
$
|
5,335
|
|
|
|
$
|
6,595
|
|
|
|
$
|
145,250
|
|
Jackson
|
|
|
|
None
|
|
|
|
|
None
|
|
|
|
|
None
|
|
|
|
|
None
|
|
Ladner
|
|
|
$
|
9,923
|
|
|
|
$
|
5,334
|
|
|
|
$
|
6,594
|
|
|
|
$
|
146,000
|
|
Martin
|
|
|
|
None
|
|
|
|
|
None
|
|
|
|
|
None
|
|
|
|
|
None
|
|
McGill Peterson
|
|
|
$
|
9,924
|
|
|
|
$
|
5,334
|
|
|
|
$
|
6,594
|
|
|
|
$
|
151,000
|
|
Moore
|
|
|
$
|
12,370
|
|
|
|
$
|
6,588
|
|
|
|
$
|
8,188
|
|
|
|
$
|
181,000
|
|
Pruchansky
|
|
|
$
|
12,370
|
|
|
|
$
|
6,588
|
|
|
|
$
|
8,188
|
|
|
|
$
|
180,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation for
Fiscal Year Ended August 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California
Tax-Free
|
|
|
|
Municipal
|
|
|
|
Tax-Exempt
|
|
|
|
John Hancock
Fund
|
|
Independent
Trustee
|
|
|
Income
Fund
|
|
|
|
Securities
Trust
|
|
|
|
Series
Fund
|
|
|
|
Complex*
|
|
Carlin
|
|
|
$
|
2,268
|
|
|
|
$
|
3,751
|
|
|
|
$
|
1,102
|
|
|
|
$
|
213,834
|
|
Cunningham
|
|
|
$
|
1,652
|
|
|
|
$
|
2,721
|
|
|
|
$
|
797
|
|
|
|
$
|
155,500
|
|
Jackson
|
|
|
|
None
|
|
|
|
|
None
|
|
|
|
|
None
|
|
|
|
|
None
|
|
Ladner
|
|
|
$
|
1,652
|
|
|
|
$
|
2,721
|
|
|
|
$
|
797
|
|
|
|
$
|
161,000
|
|
Martin
|
|
|
|
None
|
|
|
|
|
None
|
|
|
|
|
None
|
|
|
|
|
None
|
|
McGill Peterson
|
|
|
$
|
1,652
|
|
|
|
$
|
1,129
|
|
|
|
$
|
797
|
|
|
|
$
|
156,000
|
|
Moore
|
|
|
$
|
2,097
|
|
|
|
$
|
3,463
|
|
|
|
$
|
1,016
|
|
|
|
$
|
210,000
|
|
Pruchansky
|
|
|
$
|
2,173
|
|
|
|
$
|
3,596
|
|
|
|
$
|
1,057
|
|
|
|
$
|
201,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No Trust has a pension or retirement plan for any of its
Trustees or officers. Each Trust participates in the John
Hancock Deferred Compensation Plan for Independent Trustees (the
Plan). Under the Plan, an Independent Trustee may
elect to have his or her deferred fees invested in shares of one
or more funds in the John Hancock Fund Complex and the
amount paid to the Independent Trustees under the Plan will be
determined based upon the performance of such investments.
Deferral of Trustees fees does not obligate a Trust to
retain the services of any Trustee or obligate the Trust to pay
any particular level of compensation to the Trustee. Under these
circumstances, the Trustee is not the legal owner of the
underlying shares, but does participate in any positive or
negative return on those shares to the same extent as all other
shareholders. As of December 31, 2008, the value of the
aggregate accrued deferred compensation amount from all funds in
the John Hancock Fund Complex for Mr. Cunningham was
$155,441; Mr. Ladner was $71,250; Ms. McGill Peterson
was $112,504; Dr. Moore was $209,776; and
Mr. Pruchansky was $255,930 under the Plan.
11
Nominee Ownership
of Shares of the Funds
The table below sets forth the dollar range of the value of the
shares of each Fund, and the dollar range of the aggregate value
of the shares of all funds in the John Hancock Fund Complex
overseen or to be overseen by a Nominee, owned beneficially by
each Nominee as of December 31, 2008. The table lists only
those Funds in which one or more of the Nominees own shares. The
current value of the Funds that the participating Independent
Trustees have selected under the Plan is included in this table.
For purposes of this table, beneficial ownership is defined to
mean a direct or indirect pecuniary interest. Exact dollar
amounts of securities held are not listed in the table. Rather,
the ranges are identified according to the following key:
A-$0
B -$1 up to and including $10,000
C -$10,001 up to and including $50,000
D -$50,001 up to and including $100,000
E -$100,001 or more
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
McGill
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Trustee
|
|
|
Boyle
|
|
|
Carlin
|
|
|
Cunningham
|
|
|
Jackson
|
|
|
Ladner
|
|
|
Martin
|
|
|
Peterson
|
|
|
Moore
|
|
|
Pruchansky
|
|
|
Russo
|
|
|
Vrysen
|
Balanced
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
A
|
|
|
C
|
|
|
A
|
|
|
E
|
|
|
D
|
|
|
D
|
|
|
A
|
|
|
B
|
Bond
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
C
|
|
|
C
|
|
|
A
|
|
|
A
|
|
|
B
|
CA Tax Free Income
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
Classic Value
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
A
|
|
|
C
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
D
|
|
|
A
|
|
|
B
|
Classic Value II
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
Financial Industries
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
B
|
|
|
B
|
|
|
A
|
|
|
B
|
Global Oppty
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
Global Real Estate
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
Govt Income
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
C
|
|
|
B
|
|
|
B
|
|
|
A
|
|
|
B
|
Greater China Oppty
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
B
|
Health Sciences
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
C
|
|
|
B
|
|
|
B
|
|
|
A
|
|
|
B
|
High Yield
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
B
|
|
|
A
|
|
|
B
|
High Yield Muni Bond
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
B
|
Intl Classic Value
|
|
|
A
|
|
|
B
|
|
|
B
|
|
|
A
|
|
|
C
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
Investment Grade Bond
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
Large Cap Equity
|
|
|
A
|
|
|
B
|
|
|
D
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
C
|
|
|
D
|
|
|
D
|
|
|
A
|
|
|
B
|
Large Cap Select
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
MA Tax Free Income
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
B
|
Mid Cap Equity
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
Money Market
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
E
|
|
|
C
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
NY Tax Free Income
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
A
|
Regional Bank
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
B
|
|
|
B
|
|
|
A
|
|
|
B
|
Small Cap
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
A
|
|
|
B
|
Small Cap Equity
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
B
|
|
|
A
|
|
|
B
|
Small Cap Intrinsic Value
|
|
|
A
|
|
|
B
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
B
|
|
|
A
|
|
|
B
|
Sovereign Investors
|
|
|
A
|
|
|
C
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
C
|
|
|
A
|
|
|
C
|
|
|
A
|
|
|
B
|
Strategic Income
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
D
|
|
|
B
|
|
|
B
|
|
|
A
|
|
|
B
|
Tax-Free Bond
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
C
|
|
|
C
|
|
|
A
|
|
|
A
|
|
|
B
|
US Global Leaders
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
A
|
|
|
B
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
C
|
|
|
A
|
|
|
B
|
John Hancock Fund Complex
|
|
|
E
|
|
|
E
|
|
|
E
|
|
|
B
|
|
|
E
|
|
|
C
|
|
|
E
|
|
|
E
|
|
|
E
|
|
|
C
|
|
|
E
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
Material
Relationships of the Independent Trustees
As of December 31, 2008, none of the Independent Trustees,
nor any immediate family member, owned shares of the Adviser or
a principal underwriter of the Funds, nor does any such person
own shares of a company controlling, controlled by or under
common control with the Adviser or a principal underwriter of
the Funds.
There have been no transactions by the Funds since the beginning
of the Funds last two fiscal years, nor are there any
transactions currently proposed in which the amount exceeds
$120,000, and in which any Independent Trustee of the Funds or
any immediate family members has or will have a direct or
indirect material interest, nor have any of the foregoing
persons been indebted to the Funds in an amount in excess of
$120,000 at any time since that date.
No Independent Trustee, nor any immediate family member, has had
in the past five years, any direct or indirect interest, the
value of which exceeds $120,000, in the Adviser, a principal
underwriter of the Funds or in a person (other than a registered
investment company) directly or indirectly controlling,
controlled by or under common control with the Adviser or
principal underwriter of the Funds. Moreover, no Independent
Trustee or his or her immediate family member has, or has had in
the last two fiscal years of the Funds, any direct or indirect
relationships or material interest in any transaction or in any
currently proposed transaction, in which the amount involved
exceeds $120,000, in which the following persons were or are a
party: the Funds, an officer of a Trust, any investment company
sharing the same investment adviser or principal underwriter as
the Funds or any officer of such a company, any investment
adviser or principal underwriter of the Funds or any officer of
such a party, any person directly or indirectly controlling,
controlled by or under common control with the investment
adviser or principal underwriter of the Funds, or any officer of
such a person.
Within the last two completed fiscal years of the Funds, no
officer of any investment adviser or principal underwriter of
the Funds or of any person directly or indirectly controlling,
controlled by or under common control with, the investment
adviser or principal underwriter of the Funds, has served as a
director on a board of a company where any of the Independent
Trustees or Nominees, or immediate family members of such
persons, has served as an officer.
Legal
Proceedings
There are no material pending legal proceedings to which any
Trustee or affiliated person is a party adverse to the Funds or
any of their affiliated persons or has a material interest
adverse to the Funds or any of their affiliated persons. In
addition, there have been no legal proceedings that are material
to an evaluation of the ability or integrity of any Trustee or
executive officer of the Funds within the past five years.
Required
Vote
Trustees are elected by a plurality of the votes cast by holders
of shares of each Trust present in person or represented by
proxy at the Meeting.
Each Board, including all the Independent Trustees of each
Trust, recommends that shareholders of each Trust vote
FOR all of the Nominees.
13
PROPOSAL 2
APPROVAL OF A NEW FORM OF ADVISORY AGREEMENT
(All
Funds)
Shareholders of the Funds are being asked to approve a new form
of Advisory Agreement for the Funds. Approval of the new form
of Advisory Agreement will not change the annual advisory fee
rates payable by any Fund. Accordingly, the new form of Advisory
Agreement would not result in any changes to the information
presented in an annual operating expense table summarizing each
Funds expenses.
Introduction
At its meeting on December 8-9, 2008, the Board, including all
the Independent Trustees, approved the new form of Advisory
Agreement between the Trusts and the Adviser (Proposal 2).
A copy of the proposed new form of Advisory Agreement is
included at Appendix B to this Proxy Statement.
The purpose of this proposal is to streamline the advisory
agreements across the John Hancock Fund Complex. The new
form of Advisory Agreement will:
|
|
|
|
|
Eliminate coverage of all Non-Advisory Services from the
Advisory Agreement. In this Proxy Statement, the term
Non-Advisory Services means services that include,
but are not limited to, legal, tax, accounting, valuation,
financial reporting and performance, compliance, service
provider oversight, portfolio and cash management, SEC filings,
graphic design, and other services that are not investment
advisory in nature.
|
|
|
|
For certain Funds, change the frequency with which advisory fees
are paid from monthly or quarterly payment to daily payment to
provide consistency across the John Hancock Fund Complex.
|
|
|
|
Eliminate a provision requiring certain Funds to not exceed
certain expense limitations that had been required by state
securities regulators (which are no longer in effect).
|
|
|
|
Contain clearer, more detailed provisions with respect to
certain matters, as summarized below.
|
The 1940 Act requires that any change in an advisory contract be
approved by shareholders of a Fund.
Additional Information. For additional information
about the Adviser, including: Management and Control of
the Adviser, the amounts of advisory fees paid to the
Adviser during each Funds fiscal year, and Payments
by the Funds to Affiliates of the Adviser, see
Appendix C hereto (Additional Information About the
Adviser and the Advisory Agreements). The advisory fee
schedule for each Fund and information regarding comparable
funds managed by the Adviser are set forth in Appendix D
hereto (Advisory Fee Schedules and Comparable Funds
Managed by the Adviser).
Clarification
Regarding Non-Advisory Services
The current Advisory Agreement describes the investment advisory
functions to be performed by the Adviser (or a subadviser, under
the Advisers supervision), including the formulation and
implementation of a continuous investment program for each Fund
consistent with the Funds investment objectives and
related investment policies (Advisory Services). In
addition, each Funds current Advisory Agreement provides
that the Adviser will provide certain limited Non-Advisory
Services. A substantial number of other Non-Advisory Services,
which the Funds pay for, are already provided to the Funds under
a separate Accounting and Legal Services Agreement.
In order to provide clarity and to consolidate like services in
a single agreement, it is proposed that all references to
Non-Advisory Services in the Advisory Agreements be eliminated.
Management has proposed to the Board that each Fund adopt a new,
separate Service Agreement (replacing the existing Accounting
and Legal Services Agreement) that will clearly cover all
Non-Advisory Services, including those eliminated from the
Advisory Agreement, if Proposal 2 is approved. The new
Service Agreement may be approved by the Board with no approvals
required from shareholders.
Management believes that this consolidation of Non-Advisory
Services under a single contract will eliminate confusion and
facilitate more effective tracking of Non-Advisory Services and
costs. The elimination of Non-
14
Advisory Services provisions from the Advisory Agreements and
consolidation of Non-Advisory Services in a separate Service
Agreement will not materially increase the amount of expenses
incurred by the Funds for Non-Advisory Services, and will not
materially increase the Funds overall expense ratios.
Consistency in operational procedures across the John Hancock
Fund Complex will speed processes and minimize transaction
error. These benefits contribute to a goal of maintaining, even
reducing, operational costs. Restricting the new form of
Advisory Agreement to investment advisory services will
facilitate the Advisers ability to manage those services
that are non-investment in nature. The Board expects
to consider managements Service Agreement proposal, which
does not require shareholder approval, at a future Board meeting.
The proposed new form of Advisory Agreement will not result
in any increase in the advisory fee that each Fund pays the
Adviser under the current Advisory Agreement or in any change in
the nature and level of advisory services provided by the
Adviser to the Funds.
Frequency of
Payment
The new form of Advisory Agreement will restructure the advisory
fees paid by certain Funds so that fees will be accrued and paid
on a daily basis. As compensation for its services under the
Advisory Agreement, the Adviser receives a fee from the Trust
computed separately for each Fund, determined by applying the
annual fee rate to the net assets of the Fund.
Currently, the Sovereign Investors Fund pays the Adviser on a
quarterly basis and the other Funds (except for the Classic
Value Fund, Classic Value Fund II, International Classic
Value Fund, Large Cap Select Fund, Small Cap Fund, Global
Opportunities Fund, Small Cap Intrinsic Value Fund, and Greater
China Opportunities Fund) pay the Adviser on a monthly basis.
This amendment is intended to bring all advisory fee payment
mechanics for the John Hancock Fund Complex into conformity
and will result in greater administrative efficiencies for the
Funds.
Proposal 2 would amend the frequency of payments for all of
the Funds so that JHA will be paid advisory fees on a daily
basis. The amendment will not change the annual advisory fee
rates payable by any of the Funds. This amendment would
promote uniformity of advisory fee distributions across the John
Hancock Fund Complex. The Board believes that this will
lead to greater administrative efficiencies for the Funds.
Because each relevant Funds advisory fees have
historically been accrued on a daily basis, there is no
difference between the amounts that a Fund would have paid if
daily payment of advisory fees were in effect in prior periods
instead of monthly or quarterly payment. Nevertheless, the
Adviser may benefit from the time value of advisory fee payments
received on a daily, rather than a monthly or quarterly basis.
Elimination of
Blue Sky Expense Limitation
The proposed new form of Advisory Agreement no longer includes a
provision limiting the advisory fee in accordance with state
blue sky requirements. Such limitations no longer exist, as
federal law supersedes state investment limitations.
Provision of
Trust Officers
The current form of Advisory Agreement provides that the Adviser
pays for all officers (or Trustees) of the Trust that are also
adviser personnel. Under the proposed new form of Advisory
Agreement, the Adviser expressly agrees only to permit its
employees to serve as President (or Trustees) without
remuneration from the Trust. The Adviser will continue to
provide such other officers as the Trusts may require at the
Trusts expense.
Key
Differences
The following table lists the key differences between the
proposed new form of Advisory Agreement and the current Advisory
Agreements. These provisions would be changed to those in the
proposed form if the form is approved by shareholders of a Fund.
15
Key Differences
between the New and Current Advisory Agreements
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Term
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New Form of
Advisory Agreement
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Current Advisory
Agreements
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Advisory and Non-Advisory Services
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Agreement deletes all Non-Advisory Services.
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Agreement includes certain limited Non-Advisory Services, such
as the preparation of certain valuation reports.
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Frequency of Payment
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The advisory fees for each Fund will be accrued and paid daily.
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The advisory fees for certain Funds are paid monthly or
quarterly.
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Trustees and Officers
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Adviser agrees to permit its employees to serve as Interested
Trustees and President without remuneration from the Trust.
Other Adviser personnel may be furnished at Trusts expense.
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Adviser agrees to pay for all officers and employees of Trust
that are also adviser personnel. Trust pays for Independent
Trustees, a portion of Chief Compliance Officer compensation and
any outside contractors or employees.
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Expenses Assumed by the Trust
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More detailed list than current form of Advisory Agreement as
well as some general provisions.
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Less detailed enumeration of such expenses.
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Conflicts of Interest
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Potential conflicts on behalf of Adviser do not affect validity
of relationship or transactions made.
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Agreement is silent.
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Duration and Termination
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60 days written notice is required. Following
shareholder approval of the new form of Advisory Agreement, if
the Agreement terminates with respect to a Fund because the
Funds shareholders fail to provide any required approval
of the Agreement, then the Adviser will act as adviser until the
Agreement is approved or another agreement is enacted, and
Adviser will be paid at cost or the amount under this Agreement,
whichever is less. This is consistent with the 1940 Act
provision permitting certain types of interim advisory contracts.
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60 days written notice is required. No interim
adviser clause is included. However, if necessary, a Fund
likely could still avail itself of the interim advisory contract
provisions of the 1940 Act.
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Provision of Certain Information by Adviser
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Adviser will notify Trust in writing when:
Advisers registration
on state or federal level ceases; and
Adviser receives notice of
an action involving the affairs of the Trust, or the CEO or
Managing Member of the Adviser, or a Funds portfolio
manager changes.
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No explicit provision is provided, but these may be presumed
from the Advisers general fiduciary duties.
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Indemnification of Adviser
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Provided (when not a result of willful malfeasance, bad faith,
gross negligence or reckless disregard) to the fullest extent
permitted by law, the Trust indemnifies the Adviser, its
affiliates and the officers, directors and employees of the
Adviser and its affiliates. Advancement is also provided for.
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No similar clause.
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Limitation of Liability under the Declaration of Trust
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Agreement notes that Declaration of Trust limits the personal
liability of shareholder, officer, employee or agent of the
Trust.
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Agreement is silent. The Declaration of Trust and Massachusetts
law provides for such limitation of liability but ideally this
should be stated in all fund contracts.
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16
DESCRIPTION OF
CURRENT AND NEW FORM OF ADVISORY AGREEMENTS
The following is a summary of the terms of the current Advisory
Agreements and the new form of Agreement that are substantially
similar.
Duties. The Adviser oversees the investment
operations of each Fund, and retains and compensates subadvisers
that manage the investment and reinvestment of the Funds
assets pursuant to subadvisory agreements with the Adviser.
Compensation. The annual percentage rates for the
Funds advisory fees are set forth in Appendix D of
this Proxy Statement. The new form of Advisory Agreement does
not change the annual advisory fee rates for the Funds.
Expenses. Each Fund is responsible for the payment
of all expenses of its organization, operations and business,
except those that the Adviser has agreed to pay. Each Fund pays
the expenses of:
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custody, auditing, transfer agency, bookkeeping and dividend
disbursement;
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trade commissions;
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taxes;
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legal fees and expenses, including litigation and share
registration; and
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printing and mailing shareholder reports, prospectuses and proxy
statements.
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Liability. The Advisory Agreement provides that
the Adviser will not be 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 Advisory 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 the
Adviser of its obligations and duties under the Advisory
Agreement.
Term. With respect to each Fund, each of the
current and the amended Advisory Agreements has an initial
two-year term, and continuance must be specifically approved at
least annually either by: (a) the Board; or (b) a
Majority of the Funds Outstanding Voting Securities (as
defined below). Any such continuance also requires the approval
of a majority of the Independent Trustees.
In this Proxy Statement, the term Majority of the
Outstanding Voting Securities means the affirmative vote
of the lesser of:
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(1)
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67% or more of the voting securities of a Trust or a Fund, as
applicable, present at the Meeting, if the holders of more than
50% of the outstanding voting securities of a Trust or a Fund,
as applicable, are present in person or by proxy; or
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(2)
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more than 50% of the outstanding voting securities of a Trust or
a Fund, as applicable.
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Any required shareholder approval of any continuance of the
current or proposed new form of Advisory Agreements shall be
effective with respect to a Fund if a Majority of the
Outstanding Voting Securities of that Fund votes to approve such
continuance even if such continuance may not have been approved
by a Majority of the Outstanding Voting Securities of:
(a) any other Fund affected by the Agreement; or
(b) all of the other Funds of each Trust.
Failure of Shareholders to Approve Continuance. If
the outstanding voting securities of a Fund fail to approve any
continuance of the Advisory Agreement, the Adviser may continue
to act as investment adviser with respect to the Fund pending
the required approval of the continuance of such agreement, a
new agreement with the Adviser or a different adviser, or other
definitive action. The compensation received by the Adviser
during such period will be no more than: (a) its actual
costs incurred in furnishing Advisory Services; or (b) the
amount it would have received under the Agreement, whichever is
less.
17
Termination. The Advisory Agreement may be
terminated with respect to a Fund at any time without the
payment of any penalty on 60 days written notice to
the other parties. The Agreement with respect to a Fund may be
terminated by:
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the Trustees;
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a Majority of the Outstanding Voting Securities of the
Fund; or
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the Adviser.
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An Advisory Agreement will automatically terminate in the event
of its assignment.
Amendments. The Advisory Agreement may be amended,
provided the amendment is approved by the vote of a Majority of
the Outstanding Voting Securities of each affected Fund and by
the vote of a majority of the Trustees, including a majority of
the Independent Trustees.
Any required shareholder approval of any amendment shall be
effective with respect to a Fund if a Majority of the
Outstanding Voting Securities of that Fund votes to approve the
amendment, even if the amendment may not have been approved by a
Majority of the Outstanding Voting Securities of another Fund.
EVALUATION BY
EACH BOARD OF NEW FORM OF ADVISORY AGREEMENT UNDER
PROPOSAL 2
At its meeting on December 8-9, 2008, each Board, including all
the Independent Trustees, approved the proposed new form of
Advisory Agreement for the Funds under Proposal 2.
Each Board, including the Independent Trustees, is responsible
for selecting a Funds investment adviser, approving the
Advisers selection of Fund subadvisers and approving that
Funds advisory and subadvisory agreements, their periodic
continuation and any amendments.
Consistent with SEC rules, a Board regularly evaluates a
Funds advisory and subadvisory arrangements, including
consideration of the factors listed below. A Board may also
consider other factors (including conditions and trends
prevailing generally in the economy, the securities markets and
the industry) and does not treat any single factor as
determinative, and each Trustee may attribute different weights
to different factors. Each Board is furnished with an analysis
of its fiduciary obligations in connection with its evaluation
and, throughout the evaluation process, a Board is assisted by
counsel for a Trust and the Independent Trustees are also
separately assisted by independent legal counsel. The factors
considered by a Board are:
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the nature, extent and quality of the services to be provided by
the Adviser to the Funds;
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the investment performance of the Funds;
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the extent to which economies of scale would be realized as a
Fund grows and whether fee levels reflect these economies of
scale for the benefit of shareholders of the Fund;
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the costs of the services to be provided and the profits to be
realized by the Adviser (including any subadvisers affiliated
with the Adviser) and its affiliates from the Advisers
relationship with a Fund; and
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comparative services rendered and comparative advisory fee rates.
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Each Board believes that information relating to all these
factors is relevant to its evaluation of a Funds advisory
agreements.
June 2008
Meeting
At its meeting on June 10, 2008, the Board approved the
annual continuation of the Advisory Agreements and considered
each of the factors listed above. With respect to each Fund, a
discussion of the basis of the Boards approval of the
Advisory Agreements and its consideration of such factors at
that meeting is available in the shareholder report for the
fiscal six month period during which the approval took place.
Each such report was mailed to shareholders of the relevant Fund
on or about two months after the relevant six month period. A
copy of the report may be obtained by calling
1-800-225-5291
(TDD
1-800-554-6713)
or by writing to the
18
Trust at 601 Congress Street, Boston, Massachusetts 02210,
Attn.: Gordon M. Shone, and is also available on the Internet at
www.jhfunds.com.
In evaluating the advisory agreements at its meeting on
June 10, 2008, the Board reviewed a broad range of
information requested for this purpose. This information
included:
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(i)
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the investment performance of each Fund relative to a category
of relevant funds (the Category) and a peer group of comparable
funds (the Peer Group). The funds within each Category and Peer
Group were selected by Morningstar Inc. (Morningstar), an
independent provider of investment company data. Data typically
covered the period since each Funds inception through
December 31, 2007;
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(ii)
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advisory and other fees incurred by, and the expense ratios of,
each Fund relative to a Category and a Peer Group;
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(iii)
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the advisory fees of comparable portfolios of other clients of
the Adviser;
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(iv)
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the Advisers financial results and condition, including
its and certain of its affiliates profitability from
services performed for the Funds;
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(v)
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breakpoints in each Funds and the Peer Groups fees,
and information about economies of scale;
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(vi)
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the Advisers record of compliance with applicable laws and
regulations, with the Funds investment policies and
restrictions, and with the applicable Code of Ethics, and the
structure and responsibilities of the Advisers compliance
department;
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(vii)
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the background and experience of senior management and
investment professionals; and
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(viii)
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the nature, cost and character of advisory and non-investment
management services provided by the Adviser and its affiliates.
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The key factors considered by the Board and the conclusions
reached are described below.
Nature, extent
and quality of services
The Board considered the ability of the Adviser, based on its
resources, reputation and other attributes, to attract and
retain qualified investment professionals, including research,
advisory, and supervisory personnel. The Board considered the
investment philosophy, research and investment decision-making
processes of the Adviser. The Board considered the
Advisers execution of its oversight responsibilities. The
Board further considered the culture of compliance, resources
dedicated to compliance, compliance programs and compliance
records of the Adviser. In addition, the Board took into account
the non-advisory services provided to the Fund by the Adviser
and its affiliates.
Based on the above factors, together with those referenced
below, the Board concluded that, within the context of its full
deliberations, the nature, extent and quality of the investment
advisory services provided to the Fund by the Adviser supported
renewal of the advisory agreements.
Fund
performance
The Board considered each Funds performance results in
comparison to the performance of the Category, as well as the
Funds Peer Group and benchmark index. The Board reviewed
the methodology used by Morningstar to select the funds in the
Category and the Peer Group.
The Board concluded that each Funds investment process and
particular investments seemed consistent with the Funds
investment objectives, strategy and style.
19
Investment
advisory fee rates and expenses
The Board reviewed and considered the contractual investment
advisory fee rate payable by each Fund to the Adviser for
investment advisory services in comparison to the advisory fees
for the Peer Group.
The Board received and considered expense information regarding
each Funds various components, including advisory fees,
distribution and fees other than advisory and distribution fees,
including transfer agent fees, custodian fees, and other
miscellaneous fees (e.g., fees for accounting and legal
services). The Board considered comparisons of these expenses to
the Peer Group median. The Board also received and considered
expense information regarding each Funds total operating
expense ratio and net expense ratio after waivers and
reimbursements. With respect to certain Funds, the Board
favorably considered the impact of fee waivers towards
ultimately lowering the Funds total operating expense
ratios.
The Adviser also discussed the Morningstar data and rankings,
and other relevant information, for each Fund. Based on the
above-referenced considerations and other factors, the Board
concluded that the Funds overall expenses supported the
re-approval of the advisory agreements.
Profitability
The Board received and considered a detailed profitability
analysis of the Adviser based on the advisory agreements, as
well as on other relationships between the Funds and the Adviser
and its affiliates. The Board also considered a comparison of
the Advisers profitability to that of other similar
investment advisers whose profitability information is publicly
available. The Board concluded that, in light of the costs of
providing investment management and other services to the Funds,
the profits and other ancillary benefits reported by the Adviser
were not unreasonable.
Economies of
scale
The Board received and considered general information regarding
economies of scale with respect to the management of each Fund,
including the Funds ability to appropriately benefit from
economies of scale under the Funds fee structure. The
Board recognized the inherent limitations of any analysis of
economies of scale, stemming largely from the Boards
understanding that most of the Advisers costs are not
specific to individual Funds, but rather are incurred across a
variety of products and services.
Information about
services to other clients
The Board also received information about the nature, extent and
quality of services and fee rates offered by the Adviser to
their other clients, including other registered investment
companies, institutional investors and separate accounts. The
Board concluded that each Funds advisory fees were not
unreasonable, taking into account fee rates offered to others by
the Adviser, after giving effect to differences in services.
Other benefits to
the Adviser
The Board received information regarding potential
fall-out or ancillary benefits received by the
Adviser and its affiliates as a result of their relationship
with the Funds. Such benefits could include, among others,
benefits directly attributable to the relationship of the
Adviser with the Fund and benefits potentially derived from an
increase in business of the Adviser as a result of their
relationship with the Fund (such as the ability to market to
shareholders other financial products offered by the Adviser and
its affiliates).
The Board also considered the effectiveness of the
Advisers and the Funds policies and procedures for
complying with the requirements of the federal securities laws,
including those relating to best execution of portfolio
transactions and brokerage allocation.
Other factors and
broader review
As discussed above, the Board reviewed detailed materials
received from the Adviser as part of the annual re-approval
process. The Board also regularly reviews and assesses the
quality of the services that the Fund
20
receives throughout the year. In this regard, the Board reviews
reports of the Adviser at least quarterly, which include, among
other things, fund performance reports and compliance reports.
In addition, the Board meets with portfolio managers and senior
investment officers at various times throughout the year.
December 2008
Meeting
In approving the proposed new form of Advisory Agreement at the
December 8-9, 2008 meeting, each Board determined that it was
appropriate to rely upon its recent consideration at its
June 10, 2008 meeting of such factors as: fund performance;
the realization of economies of scale; profitability of the
Advisory Agreement to the Adviser; and comparative advisory fee
rates (as well as its conclusions with respect to those
factors). Each Board noted that it had, at the June 10,
2008 meeting, concluded that these factors, taken as a whole,
supported the continuation of the Advisory Agreement. Each
Board, at the December 8-9, 2008 meeting, revisited particular
factors to the extent relevant to the proposed new form of
Agreement. In particular, each Board noted the skill and
competency of the Adviser in its past management of each
Funds affairs and subadvisory relationships, the
qualifications of the Advisers personnel who perform
services for each Trust and the Funds, including those who
served as officers of each Trust, and the high level and quality
of services that the Adviser may reasonably be expected to
continue to provide the Funds and concluded that the Adviser may
reasonably be expected to perform its services ably under the
proposed new form of Advisory Agreement. Each Board also took
into consideration the extensive analysis and effort undertaken
by a working group comprised of a subset of the Boards
Independent Trustees, which met several times, both with
management representatives and separately, to evaluate the
proposals described here, prior to the Boards December
8-9, 2008 meeting. Each Board considered with respect to
Proposal 2 the differences between the current Advisory
Agreement and proposed new form of Agreement, as described above
and agreed that the new Advisory Agreement structure would more
clearly delineate the Advisers duties under the Agreement
by separating the Advisers non-advisory functions from its
advisory functions. The enhanced delineation is expected to
facilitate oversight of the Advisers advisory and
non-advisory activities without leading to any material increase
in the Funds overall expense ratios.
Required
Vote
Shareholders of each Fund voting on the proposed new form of
Advisory Agreement will vote separately with respect to that
proposal. For each Fund, approval of Proposal 2 will
require the affirmative vote of a Majority of the Outstanding
Voting Securities of the Fund. If shareholders of a Fund do not
approve Proposal 2, the new form of Advisory Agreement will
not take effect, and the terms of the current Advisory Agreement
will continue in effect as to that Fund.
If Proposal 2 is approved by the shareholders of a Fund,
the new form of Advisory Agreement is expected to become
effective as to that Fund promptly after such approval and upon
disclosure in that Funds prospectus.
Each applicable Board, including all the Independent
Trustees, recommends that shareholders of each Fund vote
FOR Proposal 2.
21
PROPOSAL 3
APPROVAL OF REVISIONS TO OR ELIMINATION OF CERTAIN FUNDAMENTAL
INVESTMENT RESTRICTIONS
Introduction
Each Fund has adopted investment policies.
Investment policies that can only be changed by a vote of
shareholders are considered fundamental. The 1940
Act requires that certain policies, including those dealing with
industry concentration, diversification, borrowing money,
underwriting securities of other issuers, purchasing or selling
real estate or commodities, making loans and the issuance of
senior securities be fundamental. Each Board may elect to
designate other policies as fundamental. The fundamental
policies described in Proposals 3(a) through 3(o) are
referred to as investment restrictions.
Proposal 3 does not apply to the Funds current
fundamental policies with respect to borrowing money and
investing in commodities; these policies will remain unchanged.
In addition, prior to the passage of the National Securities
Market Improvement Act of 1996 (NSMIA), investment
companies were required to submit their offering documents to
state blue sky securities authorities for review.
Many state authorities, as a condition of qualifying a
funds shares for sale in those states, required the fund
to adopt certain fundamental investment restrictions. Since
NSMIA was enacted, although funds are no longer required to
qualify their shares with state authorities (funds must still
register their shares with states in which the shares are sold),
funds are required to obtain shareholder approval to eliminate
the blue sky fundamental restrictions previously
required by state authorities. Although these blue sky
restrictions have been eliminated for many Funds,
Proposals 3(g) through 3(o) seek shareholder approval to
eliminate blue sky restrictions that continue to apply to
certain Funds.
Proposals 3(a)
to 3(f)
Shareholders of each Fund are being asked to approve amendments
and restatements of the fundamental investment restrictions that
apply to that Fund. The amendment to each investment restriction
is set forth in a separate proposal below (Proposals 3(a)
to 3(f)), and the Funds that will vote on each proposal are
identified under the caption for that proposal
(Proposal 3(b), however, does not apply to certain Funds,
as indicated in the discussion of the Proposal). For each
proposal, the term Funds refers to the Funds voting
on the particular proposal. The Adviser has reviewed each of the
current investment restrictions and has recommended to a Board
that they be amended and restated. The primary purpose of the
proposed amendments is to conform and standardize many of the
investment restrictions that apply to the Funds and to other
funds in the John Hancock Fund Complex. Standardizing the
investment restrictions across the John Hancock
Fund Complex is expected to facilitate more effective
management of the funds by the Adviser and the subadvisers,
enhance monitoring compliance with applicable restrictions and
eliminate conflicts among comparable restrictions resulting from
minor variations in their terms. In addition, to reflect changes
over time in industry practices and regulatory requirements, the
proposed amendments are intended to update those fundamental
restrictions that are more restrictive than are required under
the federal securities laws or that are no longer required. The
proposed amendments are also intended to simplify each
Funds fundamental restrictions and to incorporate maximum
flexibility that will permit the investment restrictions to
accommodate future regulatory changes without the need for
further shareholder action. The proposed amendments are not
expected to have any material effect on the manner in which any
Fund is managed or on its current investment objective.
Each Board has concluded that the proposed amendments to the
investment restrictions are appropriate and will benefit the
Funds and their shareholders. Each Board unanimously
recommends that shareholders of each Fund approve the proposed
amendments applicable to that Fund.
If approved by shareholders of a Fund, each amended investment
restriction will become effective as to that Fund when that
Funds statement of additional information
(SAI) is revised or supplemented to reflect the
amendment. If a proposed amendment is not approved by
shareholders of a Fund, the current investment restriction will
remain in effect as to that Fund.
22
Proposals 3(g)
to 3(o)
Each of the relevant Boards has concluded that the proposed
elimination of the blue sky investment restrictions with respect
to the Funds is appropriate and will benefit each Fund and its
shareholders. The proposed amendments are not expected to have
any material effect on the manner in which any Fund is managed
or on its current investment objective. Each relevant Board
unanimously recommends that shareholders of the applicable Funds
approve the proposed elimination of these blue sky
restrictions.
If approved by shareholders of the applicable Funds, the
elimination of each such blue sky restriction will become
effective when the Funds SAI is revised or supplemented to
reflect the elimination. If a proposed elimination is not
approved by a Funds shareholders, the current investment
restriction will remain in effect as to the Fund.
Required
Vote
Shareholders of each Fund will vote separately on each proposed
amendment that applies to that Fund. As to any Fund, approval of
each of Proposals 3(a) to 3(o) will require the affirmative
vote of a Majority of the Outstanding Voting Securities of that
Fund.
PROPOSAL 3(A)
AMENDED FUNDAMENTAL RESTRICTION RELATING TO
CONCENTRATION
(All
Funds)
Under the 1940 Act, a funds policy regarding concentration
of investments in the securities of companies in any particular
industry must be fundamental. While the 1940 Act does not define
what constitutes concentration in an industry, the
staff of the SEC takes the position that any fund that invests
more than 25% of its total assets in a particular industry
(excluding the U.S. government, its agencies or
instrumentalities) is deemed to be concentrated in
that industry.
The following are the statements of each Funds current
investment restriction relating to concentration.
Balanced Fund,
Classic Value Fund, Classic Value Fund II, Global
Opportunities Fund, Government Income Fund, Greater China
Opportunities Fund, High Yield Fund, International Classic Value
Fund, Large Cap Select Fund, Mid Cap Equity Fund, Small Cap
Fund, Small Cap Intrinsic Value Fund, Sovereign Investors Fund
and U.S. Global Leaders Growth Fund
The Fund may not 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, instrumentalities or authorities.
Bond Fund, Small
Cap Equity Fund and Strategic Income Fund
The Fund may not purchase the securities of issuers conducting
their principal business 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 each investment. This limitation
does not apply to investments in obligations of the
U.S. Government or any of its agencies or instrumentalities.
California
Tax-Free Income Fund, High Yield Municipal Bond Fund and
Tax-Free Bond Fund
The Fund may not invest 25% or more of the value of its assets
in any one industry, provided that this limitation does not
apply to: (i) tax-exempt municipal securities other than
those tax-exempt municipal securities backed only by assets and
revenues of non-governmental issuers and (ii) obligations
of the U.S. Government or any of its agencies,
instrumentalities or authorities.
23
Financial
Industries Fund
The Fund may not 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; except that the Fund will
ordinarily invest more than 25% of its assets in the financial
services sector. This limitation does not apply to investments
in obligations of the U.S. government or any of its
agencies, instrumentalities or authorities.
Global Real
Estate Fund
The Fund may not 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 equal or exceed 25% of its total assets taken at
market value at the time of such investment; except that the
Fund intends to invest more than 25% of its total assets in real
estate companies as defined in the prospectus. This limitation
does not apply to investments in obligations of the
U.S. Government or any of its agencies or instrumentalities.
Health Sciences
Fund
The Fund may not purchase securities, other than obligations of
the U.S. Government or any of its agencies or
instrumentalities, if such purchase would cause 25% or more of
the value of the Funds total assets to be invested in
securities of issuers conducting their principal business
activities in the same industry, except that the Fund shall
invest at least 25% of the value of its total assets in
securities of issuers in the health care group of industries.
Investment Grade
Bond Fund
The Fund may not invest more than 25% of its total assets in the
securities of issuers whose principal business activities are in
the same industry (excluding obligations of the
U.S. Government, its agencies and instrumentalities and
repurchase agreements) except that the Fund may invest all or
substantially all of its assets in another registered investment
company having substantially the same objectives as the Fund.
Large Cap Equity
Fund
The Fund may not purchase any securities, other than obligations
of domestic banks or of the U.S. Government, or its
agencies or instrumentalities, if as a result of such purchase
more than 25% of the value of the Funds total assets would
be invested in the securities of issuers in any one industry.
Massachusetts
Tax-Free Income Fund and New York Tax-Free Income Fund
The Fund may not purchase the securities of issuers conducting
their principal business 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 each investment. (Tax-Exempt Bonds
and securities issued or guaranteed by the United States
Government and its agencies and instrumentalities are not
subject to this limitation.)
Money Market
Fund
The Fund may not 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 equal or 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, instrumentalities
or authorities.
The Fund may not invest more than 25% of its total assets in
obligations issued by (i) foreign banks or
(ii) foreign branches of U.S. banks where the Adviser
has determined that the U.S. bank is not
24
unconditionally responsible for the payment obligations of the
foreign branch. Also, the Fund may not purchase securities of
any issuer (other than securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities) if
such purchase, at the time thereof, would cause the Fund to hold
more than 10% of any class of securities of such issuer. For
this purpose, all indebtedness of an issuer maturing in less
than one year shall be deemed a single class and all preferred
stock of an issuer shall be deemed a single class.
Regional Bank
Fund
The Fund may not purchase any securities which would cause more
than 25% of the market value of the Funds total assets at
the time of such purchase to be invested in the securities of
one or more issuers having their principal business activities
in the same industry, provided that there is no limitation with
respect to investments in obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities;
provided that, notwithstanding the foregoing, the Fund will
invest more than 25% of its total assets in issuers in the
banking industry; as more fully set forth in the Funds
prospectus.
Proposed
Revision
Under the proposed amendment, the restriction with respect to
concentration for all Funds, except Money Market Fund, will
provide as follows:
Each Fund may not concentrate its investments in a particular
industry, as that term is used in the 1940 Act, as amended, and
as interpreted or modified by regulatory authority having
jurisdiction, from time to time.
Under the proposed amendment, the restriction with respect to
concentration for Money Market Fund will provide as follows:
The Fund may not concentrate its investments in a particular
industry, as that term is used in the 1940 Act, as amended, and
as interpreted or modified by regulatory authority having
jurisdiction, from time to time. For the elimination of doubt,
this limitation does not apply to investments in obligations of
the U.S. Government or any of its agencies,
instrumentalities or authorities and instruments issued by
U.S. banks, including foreign braches of U.S. banks if
the Adviser has determined that the U.S. bank
unconditionally responsible for the payment obligations of the
foreign branch.
In addition, certain Funds will have fundamental policies to
concentrate in particular industries or market sectors, as
follows:
California Tax-Free Income Fund, High Yield Municipal Bond Fund,
Massachusetts Tax-Free Income Fund, New York Tax-Free Income
Fund, and Tax-Free Bond Fund:
With respect to the Fund, the fundamental restriction on
concentration does not apply to investments in tax-exempt
municipal securities other than those tax-exempt municipal
securities backed only by assets and revenues of
non-governmental issuers.
The Financial Industries Fund will normally invest more than 25%
of its assets in the financial services sector.
The Global Real Estate Fund will normally invest more than 25%
of its total assets in real estate companies as
defined in the Funds prospectus.
25
The Health Sciences Fund will normally invest at least 25% of
the value of its total assets in securities of issuers in the
health care group of industries.
The Regional Bank Fund will normally invest more than 25% of
assets in the banking industry as defined in the
Funds prospectus.
Discussion of Proposal. The proposed amendment
permits investment in an industry up to the most recently
prescribed limits under the 1940 Act and related regulatory
interpretations. In addition, the proposed amendment is expected
to reduce administrative and compliance burdens by simplifying
and making uniform the fundamental investment restriction with
respect to concentration. As noted, the 1940 Act does not define
what constitutes concentration in an industry, but
the SEC has taken the position that investment of 25% or more of
a Funds total assets in one or more issuers conducting
their principal business activities in the same industry
(excluding the U.S. Government, its agencies or
instrumentalities) constitutes concentration. The Funds
proposed fundamental restriction is consistent with this
interpretation.
Each Board, including all the Independent Trustees,
recommends that shareholders of each Fund vote FOR
Proposal 3(a).
PROPOSAL 3(B)
AMENDED FUNDAMENTAL RESTRICTION RELATING TO
DIVERSIFICATION
(All Funds,
except California Tax-Free Income Fund, Greater China
Opportunities Fund, Health Sciences Fund, High Yield Municipal
Bond Fund, International Classic Value Fund and U.S. Global
Leaders Growth Fund)
Section 5(b)(1) of the 1940 Act sets forth the requirements
that must be met for an investment company to be diversified.
Section 13(a)(1) of the 1940 Act provides that an
investment company may not change its classification from
diversified to non-diversified unless authorized by the vote of
a majority of its outstanding voting securities.
A diversified fund is limited as to the amount it may invest in
any single issuer. Specifically, with respect to 75% of its
total assets, a diversified fund currently may not invest in a
security if, as a result of such investment, more than 5% of its
total assets (calculated at the time of purchase) would be
invested in securities of any one issuer. In addition, with
respect to 75% of its total assets, a diversified fund may not
hold more than 10% of the outstanding voting securities of any
one issuer. Under the 1940 Act, these restrictions do not apply
to U.S. government securities, securities of other
investment companies, cash and cash items.
The following are the statements of each Funds current
investment restriction relating to diversification.
Balanced Fund,
Classic Value Fund, Classic Value Fund II, Global
Opportunities Fund, Global Real Estate Fund, High Yield Fund,
Investment Grade Bond Fund, Large Cap Select Fund, Mid Cap
Equity Fund, Small Cap Fund, Small Cap Intrinsic Value Fund and
Sovereign Investors Fund
The Fund may not with respect to 75% of the Funds total
assets, invest more than 5% of the Funds total assets in
the securities of any single issuer or own more than 10% of the
outstanding voting securities of any one issuer, in each case
other than (i) securities issued or guaranteed by the
U.S. Government, its agencies or its instrumentalities or
(ii) securities of other investment companies.
Bond
Fund
The Fund may not 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
Funds 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.
26
Financial
Industries Fund, Regional Bank Fund and Small Cap Equity
Fund
The Fund may not with respect to 75% of total assets purchase,
securities of an issuer (other than the U.S. Government,
its agencies, instrumentalities or authorities), if
(a) such purchase would cause more than 5% of the
Funds 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.
Government Income
Fund and Money Market Fund
The Fund may not purchase the securities of any issuer if such
purchase, at the time thereof, would cause more than 5% of its
total assets (taken at market value) to be invested in the
securities of such issuer, other than securities issued or
guaranteed by the United States or any state or political
subdivision thereof, or any political subdivision of any such
state, or any agency or instrumentality of the United States,
any state or political subdivision thereof, or any political
subdivision of any such state. In applying these limitations, a
guarantee of a security will not be considered a security of the
guarantor, provided that the value of all securities issued or
guaranteed by that guarantor, and owned by the Fund, does not
exceed 10% of the Funds total assets. In determining the
issuer of a security, each state and each political subdivision,
agency, and instrumentality of each state and each multi state
agency of which such state is a member is a separate issuer.
Where securities are backed only by assets and revenues of a
particular instrumentality, facility or subdivision, such entity
is considered the issuer.
Large Cap Equity
Fund
The Fund may not purchase securities which will result in the
Funds holdings of the issuer thereof to be more than 5% of
the value of the Funds total assets (exclusive of
U.S. Government securities) and may not purchase more than
10% of the voting securities of any class of securities of any
one issuer.
Massachusetts
Tax-Free Income Fund and New York Tax-Free Income Fund
Each Fund may not purchase securities of an issuer (other than
the U.S. Government, its agencies or instrumentalities), if
such purchase would cause more than 10% of the outstanding
voting securities of such issuer to be held by the Fund.
Strategic Income
Fund
The Fund may not purchase securities of an issuer (other than
the U.S. Government, its agencies or instrumentalities), if
(i) more than 5% of the Funds total assets taken at
market value would be invested in the securities of such issuer,
except that up to 25% of the Funds total assets may be
invested in securities issued or guaranteed by any foreign
government or its agencies or instrumentalities, or,
(ii) such purchase would at the time result in more than
10% of the outstanding voting securities of such issuer being
held by the Fund.
Tax-Free Bond
Fund
The Fund may not with respect to 75% of its total assets,
purchase securities (other than obligations issued or guaranteed
by the United States government, its agencies of
instrumentalities and shares of other investment companies) of
any issuer if the purchase would cause immediately thereafter
more than 5% of the value of the Funds total assets to be
invested in the securities of such issuer or the Fund would own
more than 10% of the outstanding voting securities of such
issuer.
27
Proposed
Revision
Under the proposed amendment, the restriction with respect to
diversification will provide as follows:
Each Fund has elected to be treated as a diversified investment
company, as that term is used in the 1940 Act, as amended, and
as interpreted or modified by regulatory authority having
jurisdiction, from time to time.
The proposed restriction with respect to diversification will
apply to all Funds, except California Tax-Free Income Fund,
Greater China Opportunities Fund, Health Sciences Fund, High
Yield Municipal Bond Fund, International Classic Value Fund and
U.S. Global Leaders Growth Fund.
Discussion of Proposal. The proposed amendment
modifies each relevant Funds fundamental investment
restriction regarding the Funds classification as a
diversified fund under the 1940 Act to rely on the
definition of the term diversified in the 1940 Act
rather than stating the relevant limitations expressed under
current law. By relying on the definition of the term
diversified, the proposed amendment also clarifies
that securities issued by other investment companies are not
subject to the fundamental restriction regarding portfolio
diversification. In addition, the proposed amendment is expected
to reduce administrative burdens by simplifying and making
uniform the fundamental investment restriction with respect to
diversification.
If the shareholders of the Government Income Fund and Money
Market Fund approve this proposal, each relevant Board will
adopt the following non-fundamental policy for each of these
Funds:
The Fund, in implementing its fundamental policy on
diversification, will not consider a guarantee of a security to
be a security of the guarantor, provided that the value of all
securities issued or guaranteed by that guarantor, and owned by
the Fund, does not exceed 10% of the Funds total assets.
In determining the issuer of a security, each state and each
political subdivision, agency, and instrumentality of each state
and each multi state agency of which such state is a member is a
separate issuer. Where securities are backed only by assets and
revenues of a particular instrumentality, facility or
subdivision, such entity is considered the issuer.
In addition, if the shareholders of the Government Income Fund
approve this proposal, the relevant Board will adopt the
following non-fundamental policy for this Fund:
The Fund may not purchase securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities) if such purchase, at the time
thereof, would cause the Fund to hold more than 10% of any class
of securities of such issuer. For this purpose, all indebtedness
of an issuer shall be deemed a single class and all preferred
stock of an issuer shall be deemed a single class.
Each applicable Board, including all the Independent
Trustees, recommends that shareholders of each applicable Fund
vote FOR Proposal 3(b).
PROPOSAL 3(C)
AMENDED FUNDAMENTAL RESTRICTION RELATING TO
UNDERWRITING
(All
Funds)
Sections 8(b)(1)(D) and 13(a)(2) of the 1940 Act together
require that each Fund have an investment restriction addressing
the underwriting of securities. Section 12(c) of the 1940
Act prohibits those Funds that are diversified investment
companies from making any underwriting commitments in excess of
limits set forth in that Section. None of the Funds intends to
enter into formal underwriting commitments. Certain Funds may
acquire restricted securities (i.e., securities that may be sold
only if registered under the Securities Act of 1933, as amended,
or pursuant to an exemption from registration such as that
provided by Rule 144A). These acquisitions, however, are
not deemed to be underwriting commitments within the meaning of
Section 12(c).
28
The following are the statements of each Funds current
investment restriction relating to underwriting.
Balanced Fund,
Bond Fund, Classic Value Fund, Classic Value Fund II,
Financial Industries Fund, Global Opportunities Fund, Global
Real Estate Fund, Government Income Fund, Greater China
Opportunities Fund, Health Sciences Fund, High Yield Fund,
International Classic Value Fund, Large Cap Equity Fund, Large
Cap Select Fund, Mid Cap Equity Fund, Regional Bank Fund, Small
Cap Fund, Small Cap Equity Fund, Small Cap Intrinsic Value Fund,
Sovereign Investors Fund, Strategic Income Fund, and
U.S. Global Leaders Growth Fund
The Fund may not 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 purposes of the
Securities Act of 1933.
California
Tax-Free Income Fund, High Yield Municipal Bond Fund and
Tax-Free Bond Fund
The Fund may not underwrite the securities of other issuers,
except insofar as the Fund may be deemed an underwriter under
the Securities Act of 1933 in disposing of a portfolio security.
Investment Grade
Bond Fund
The Fund may not underwrite securities issued by other persons,
except insofar as the Fund may technically be deemed an
underwriter under the Securities Act of 1933 in selling a
security, and except that the Fund may invest all or
substantially all of its assets in another registered investment
company having substantially the same investment objectives as
the Fund.
Massachusetts
Tax-Free Income Fund and New York Tax-Free Income Fund
Each Fund may not act as an underwriter, except to the extent
that in connection with the disposition of Fund securities, the
Fund may be deemed to be an underwriter for purposes of the
Securities Act of 1933. The Fund may also participate as part of
a group in bidding for the purchase of Tax-Exempt Bonds directly
from an issuer in order to take advantage of the lower purchase
price available to members of such groups.
Money Market
Fund
The Fund may not underwrite securities issued by other persons
except insofar as the Fund may technically be deemed an
underwriter under the Securities Act of 1933 in selling a
portfolio security.
Proposed
Revision
Under the proposed amendment, the restriction with respect to
underwriting will provide as follows:
Each Fund may not engage in the business of underwriting
securities issued by others, except to the extent that a Fund
may be deemed to be an underwriter in connection with the
disposition of portfolio securities.
In addition, certain tax-exempt Funds will have a fundamental
policy with respect to acquiring tax-exempt securities, as
follows:
California Tax-Free Income Fund, High Yield Municipal Bond Fund,
Massachusetts Tax-Free Income Fund, New York Tax-Free Income
Fund and Tax-Free Bond Fund:
The Fund may participate as part of a group in bidding for the
purchase of tax-exempt debt securities directly from an issuer
in order to take advantage of the lower purchase price available
to members of such groups.
29
Discussion of Proposal. The amendment revises the
current investment restriction without making any material
change and will conform the Funds restriction relating to
underwriting to a format has become standard for the John
Hancock Fund Complex.
Each Board, including all the Independent Trustees,
recommends that shareholders of each Fund vote FOR
Proposal 3(c).
PROPOSAL 3(D)
AMENDED FUNDAMENTAL RESTRICTION RELATING TO REAL
ESTATE
(All
Funds)
Sections 8(b)(1)(F) and 13(a)(2) of the 1940 Act together
require each Fund to have an investment restriction governing
the purchase or sale of real estate. The 1940 Act does not
prohibit an investment company from investing in real estate,
either directly or indirectly.
The following are the statements of each Funds current
investment restriction relating to real estate. (The Global Real
Estate Fund currently has no investment restriction relating to
investing in real estate.)
Balanced Fund and
Sovereign Investors Fund
The Fund may not purchase or sell real estate, or any interest
therein, including real estate mortgage loans, except that the
Fund may: (i) hold and sell real estate acquired as the
result of its ownership of securities, or (ii) invest in
securities of corporate or governmental entities secured by real
estate or marketable interests therein or securities issued by
companies (other that real estate limited partnerships) that
invest in real estate or interests therein.
Bond Fund, Health
Sciences Fund and Strategic Income Fund
The Fund may not 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.
California
Tax-Free Income Fund, High Yield Municipal Bond Fund and
Tax-Free Bond Fund
The Fund may not purchase or sell real estate, real estate
investment trust securities. This limitation shall not prevent
the Fund from investing in municipal securities secured by real
estate or interests in real estate or holding real estate
acquired as a result of owning such municipal securities.
Classic Value
Fund, Classic Value Fund II, Financial Industries Fund,
Global Opportunities Fund, Greater China Opportunities Fund,
High Yield Fund, International Classic Value Fund, Large Cap
Select Fund, Mid Cap Equity Fund, Small Cap Fund, Small Cap
Equity Fund, Small Cap Intrinsic Value Fund, and
U.S. Global Leaders Growth Fund
The Fund may not purchase, sell or invest in real estate, but
subject to its other investment policies and restrictions may
invest in securities of companies that deal in real estate or
are engaged in the real estate business. These companies include
real estate investment trusts and securities secured by real
estate or interests in real estate. The Fund may hold and sell
real estate acquired through default, liquidation or other
distributions of an interest in real estate as a result of the
Funds ownership of securities.
Government Income
Fund and Money Market Fund
The Fund may not purchase or retain real estate (including
limited partnership interests but excluding securities of
companies, such as real estate investment trusts, which deal in
real estate or interests therein and securities secured by real
estate), or mineral leases, commodities or commodity contracts
(except contracts for the future delivery of fixed income
securities, stock index and currency futures and options on such
futures) in the ordinary course of its business. The Fund
reserves the freedom of action to hold and to sell real estate
or mineral leases, commodities or commodity contracts acquired
as a result of the ownership of securities.
30
Investment Grade
Bond
The Fund may not purchase or sell real estate (including limited
partnership interests) other than securities secured by real
estate or interests therein including mortgage-related
securities or interests in oil, gas or mineral leases in the
ordinary course of business (the Fund reserves the freedom of
action to hold and to sell real estate acquired as a result of
the ownership of securities).
Large Cap Equity
Fund
The Fund may not invest in real estate (including interests in
real estate investment trusts).
Massachusetts
Tax-Free Income Fund and New York Tax-Free Income Fund
Each Fund may not purchase or sell real estate or any interest
therein, but this restriction shall not prevent the Fund from
investing in Tax-Exempt Bonds secured by real estate or
interests therein.
Regional Bank
Fund
The Fund may not purchase or sell real estate although the Fund
may purchase and sell securities which are secured by real
estate, mortgages or interests therein, or issued by companies
which invest in real estate or interests therein; provided,
however, that the Fund will not purchase real estate limited
partnership interests.
Proposed
Revision
Under the proposed amendment, the restriction with respect to
real estate will provide as follows:
Each Fund may not purchase or sell real estate, which term does
not include securities of companies which deal in real estate or
mortgages or investments secured by real estate or interests
therein, except that each Fund reserves freedom of action to
hold and to sell real estate acquired as a result of the
Funds ownership of securities.
Discussion of Proposal. The proposed restriction
permits Funds to invest directly in securities issued by
companies investing in real estate and interests in real estate
as well as in mortgages and mortgage-backed securities. The
proposal also permits each Fund to hold and to sell real estate
acquired as a result of the Funds ownership of securities.
The amendment will conform each Funds investment
restriction with respect to real estate to a format that has
become standard for the John Hancock Fund Complex.
Each Board, including all the Independent Trustees,
recommends that shareholders of each Fund vote FOR
Proposal 3(d).
PROPOSAL 3(E)
AMENDED FUNDAMENTAL RESTRICTION RELATING TO LOANS
(All
Funds)
Sections 8(b)(1)(G) and 13(a)(2) of the 1940 Act together
require that each Fund have an investment restriction governing
the making of loans to other persons. In addition to a loan of
cash, a loan may include certain transactions and
investment-related practices under certain circumstances (e.g.,
lending portfolio securities, purchasing certain debt
instruments and entering into repurchase agreements).
31
The following are the statements of each Funds current
investment restriction relating to loans.
Balanced Fund,
Bond Fund, Classic Value Fund, Classic Value Fund II,
Global Opportunities Fund, Global Real Estate Fund, Greater
China Opportunities Fund, Health Sciences Fund, High Yield Fund,
International Classic Value Fund, Investment Grade Bond Fund,
Large Cap Equity Fund, Large Cap Select Fund, Mid Cap Equity
Fund, Small Cap Fund, Small Cap Intrinsic Value Fund, Sovereign
Investors Fund, Strategic Income Fund, and U.S. Global
Leaders Growth Fund
The Fund may not make loans, except that the Fund may
(i) lend portfolio securities in accordance with the
Funds investment policies up to
331/3%
of the Funds total assets taken at market value,
(ii) enter into repurchase agreements, and
(iii) 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.
California
Tax-Free Income Fund, High Yield Municipal Bond Fund and
Tax-Free Bond Fund
The Fund may not make loans, except that the Fund may
(i) lend portfolio securities in accordance with the
Funds investment policies up to
331/3%
of the Funds total assets taken at market value,
(ii) enter into repurchase agreements, and
(iii) purchase all or a portion of an issue of publicly
distributed debt securities, interests in bank loans, including
without limitation, 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.
Financial
Industries Fund and Small Cap Equity Fund
The Fund may not make loans, except that the Fund may lend
portfolio securities in accordance with the Funds
investment policies. The Fund does not, for this purpose,
consider repurchase agreements, the purchase of all or a portion
of an issue of publicly distributed bonds, bank loan
participation agreements, bank certificates of deposit,
bankers acceptances, debentures or other securities,
whether or not the purchase is made upon the original issuance
of the securities, to be the making of a loan.
Government Income
Fund and Money Market Fund
The Fund may not make loans to other persons except by the
purchase of obligations in which the Fund is authorized to
invest and by entering into repurchase agreements; provided that
the Fund may lend its portfolio securities not in excess of 30%
of its total assets (taken at market value). Not more than 10%
of the Funds total assets (taken at market value) will be
subject to repurchase agreements maturing in more than seven
days. For these purposes the purchase of all or a portion of an
issue of debt securities shall not be considered the making of a
loan.
Massachusetts
Tax-Free Income Fund and New York Tax-Free Income Fund
The Fund may not make loans, except that the Fund (1) may
lend portfolio securities in accordance with the Funds
investment policies in an amount up to
331/3%
of the Funds total assets taken at market value,
(2) enter into repurchase agreements, and (3) purchase
all or a portion of an issue of 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.
Regional Bank
Fund
The Fund may not make loans, except that the Fund may purchase
or hold debt instruments and may enter into repurchase
agreements in accordance with its investment objective and
policies.
32
Proposed
Revision
Under the proposed amendment, the restriction with respect to
loans will provide as follows:
Each Fund may not make loans except as permitted under the 1940
Act, as amended, and as interpreted or modified by regulatory
authority having jurisdiction, from time to time.
Discussion of Proposal. The proposed amendment
would allow each Fund to lend money and other assets
thus becoming a creditor to the full extent
permitted under the 1940 Act. Thus, the Funds would continue to
be able to engage in the types of transactions presently
permitted by the current restrictions, such as securities loans
and repurchase agreements, as well as to engage in other
activities that could be deemed to be lending, such as the
acquisition of loans, loan participations and other forms of
debt instruments. Loans and debt instruments involve the risk
that the party responsible for repaying a loan or paying the
principal and interest on a debt instrument will not meet its
obligation. The proposed amendment is also intended to conform
each Funds fundamental restriction with respect to loans
to a format that has become standard for the John Hancock
Fund Complex.
Each Board, including all the Independent Trustees,
recommends that shareholders of each Fund vote FOR
Proposal 3(e).
PROPOSAL 3(F)
AMENDED FUNDAMENTAL RESTRICTION RELATING TO SENIOR
SECURITIES
(All
Funds)
Under Section 18(f)(1) of the 1940 Act, a fund may not
issue senior securities, a term that is defined,
generally, to refer to obligations that have a priority over
shares of the fund with respect to the distribution of its
assets or the payment of dividends. Sections 8(b)(1)(C) and
13(a)(2) of the 1940 Act together require that each Fund have a
fundamental restriction addressing senior securities. SEC staff
interpretations permit a fund, under certain conditions, to
engage in a number of types of transactions that might otherwise
be considered to create senior securities, including short
sales, certain options and futures transactions, reverse
repurchase agreements and securities transactions that obligate
the fund to pay money at a future date (such as when-issued,
forward commitment or delayed delivery transactions).
The following are the statements of each Funds current
investment restriction relating to senior securities.
Balanced Fund,
Financial Industries Fund, Global Opportunities Fund, Global
Real Estate Fund, Mid Cap Equity Fund, Small Cap Equity Fund,
Small Cap Intrinsic Value Fund, and Sovereign Investors
Fund
The Fund may not issue senior securities, except as permitted by
[the Funds fundamental investment restrictions on]
borrowing, commodities and loans and as otherwise permitted
under the 1940 Act. For purposes of this restriction, the
issuance of shares of beneficial interest in multiple classes or
series, the deferral of trustees fees, the purchase or
sale of options, futures contracts and options on futures
contracts, forward commitments, forward foreign exchange
contracts and repurchase agreements entered into in accordance
with the Funds investment policies are not deemed to be
senior securities.
Bond
Fund
The Fund may not issue senior securities, except as permitted by
[the Funds fundamental investment restrictions on
borrowing, commodities and loans]. 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 and options on futures contracts, forward
commitments, forward foreign exchange contracts and repurchase
agreements entered into in accordance with the Funds
investment policy, and the pledge, mortgage or hypothecation of
the Funds assets within the meaning of [the Funds
fundamental investment policy with respect to pledging assets]
are not deemed to be senior securities.
33
California
Tax-Free Income Fund and Tax-Free Bond Fund
The Fund may not issue any senior securities, except insofar as
the Fund may be deemed to have issued a senior security by:
entering into a repurchase agreement; purchasing securities on a
when-issued or delayed delivery basis; purchasing or selling any
options or financial futures contract; borrowing money or
lending securities in accordance with applicable investment
restrictions.
Classic Value
Fund, Classic Value Fund II, Greater China Opportunities
Fund, International Classic Value Fund, Large Cap Select Fund,
Small Cap Fund and U.S. Global Leaders Growth
Fund
The Fund may not issue senior securities, except as permitted by
the Funds fundamental investment restrictions on
borrowing, lending and investing in commodities and as otherwise
permitted under the 1940 Act. For purposes of this restriction,
the issuance of shares of beneficial interest in multiple
classes or series, the deferral of trustees fees, the
purchase or sale of options, futures contracts and options on
futures contracts, forward commitments, forward foreign exchange
contracts and repurchase agreements entered into in accordance
with the Funds investment policies are not deemed to be
senior securities.
Government Income
Fund, High Yield Fund and Investment Grade Bond Fund
The Fund may not issue any senior security (as that term is
defined in the 1940 Act) if such issuance is specifically
prohibited by the 1940 Act or the rules and regulations
promulgated thereunder.
Health Sciences
Fund
The Fund may not issue senior securities, except as permitted by
[the Funds fundamental investment restrictions on]
borrowing and commodities. 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 and
options on futures contracts, forward contracts, forward
commitments and repurchase agreements entered into in accordance
with the Funds investment policies, and the pledge,
mortgage or hypothecation of the Funds assets within the
meaning of [the Funds fundamental investment policy with
respect to pledging assets], are not deemed to be senior
securities.
Large Cap Equity
Fund
The Fund may not issue senior securities as defined in the 1940
Act and the rules thereunder; except insofar as the Fund may be
deemed to have issued a senior security by reason of entering
into a repurchase agreement or engaging in permitted borrowings.
Massachusetts
Tax-Free Income Fund and New York Tax-Free Income Fund
The Fund may not issue senior securities, except as permitted by
[the Funds fundamental investment restrictions on]
borrowing and commodities. 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 and
options on futures contracts, forward commitments, and
repurchase agreements entered into in accordance with the
Funds investment policies, and the pledge, mortgage or
hypothecation of the Funds assets within the meaning of
[the Funds fundamental investment policy with respect to
pledging assets] are not deemed to be senior securities.
High Yield
Municipal Bond Fund and Money Market Fund
The Fund may not issue any senior security (as that term is
defined in the 1940 Act) if such issuance is specifically
prohibited by the 1940 Act or the rules and regulations
promulgated thereunder. For the purpose of this restriction,
collateral arrangements with respect to options, futures
contracts and options on futures contracts and collateral
arrangements with respect to initial and variation margins are
not deemed to be the issuance of a senior security.
34
Regional Bank
Fund
The Fund may not issue senior securities except as appropriate
to evidence indebtedness which the Fund is permitted to incur,
provided that, to the extent applicable, (i) the purchase
and sale of futures contracts or related options,
(ii) collateral arrangements with respect to futures
contracts, related options, forward foreign currency exchange
contracts or other permitted investments of the Fund as
described in the Prospectus, including deposits of initial and
variation margin, and (iii) the establishment of separate
classes of shares of the Fund for providing alternative
distribution methods are not considered to be the issuance of
senior securities for purposes of this restriction.
Strategic Income
Fund
The Fund may not issue senior securities, except as permitted by
[the Funds other stated investment policies]. 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 and options on futures contracts,
forward foreign currency exchange contracts, forward commitments
and repurchase agreements entered into in accordance with the
Funds investment policies, and the pledge, mortgage or
hypothecation of the Funds assets within the meaning of
[the Funds fundamental investment policy with respect to
pledging assets], are not deemed to be senior securities.
Proposed
Revision
Under the proposed amendment, the restriction with respect to
senior securities will provide as follows:
Each Fund may not issue senior securities, except as permitted
under the 1940 Act, as amended, and as interpreted or modified
by regulatory authority having jurisdiction, from time to time.
Discussion of Proposal. The proposed amendment
permits the Funds to issue senior securities in accordance with
the most recent regulatory requirements, or, provided certain
conditions are met, to engage in the types of transactions that
have been interpreted by the SEC staff as not constituting the
issuance of senior securities. Such transactions include covered
reverse repurchase transactions, futures, permitted borrowings,
short sales, swaps and other strategies. The proposed amendment
is also intended to conform each Funds fundamental
restriction with respect to senior securities to a format that
has become standard for the John Hancock Fund Complex.
Each Board, including all the Independent Trustees,
recommends that shareholders of each Fund vote FOR
Proposal 3(f).
PROPOSAL 3(G)
ELIMINATION OF FUNDAMENTAL RESTRICTION RELATING TO OIL, GAS AND
MINERAL PROGRAMS
(Government
Income Fund and Money Market Fund)
The following is the statement of these Funds current
investment restriction relating to oil and gas programs.
The Fund may not invest in direct participation interests in
oil, gas or other mineral exploration or development programs.
Discussion of Proposed Amendment. This
restriction, which was previously required by state blue sky
laws, is no longer required. Eliminating this restriction
promotes uniformity among the John Hancock Fund Complex.
The elimination of this fundamental restriction will not result
in a material change to the investment operation of these Funds.
In addition, the concepts underlying the current restriction are
included in each such Funds fundamental restrictions on
commodities.
The relevant Board, including all the Independent Trustees,
recommends that shareholders of the Government Income Fund and
Money Market Fund vote FOR Proposal 3(g).
35
PROPOSAL 3(H)
ELIMINATION OF FUNDAMENTAL RESTRICTION RELATING TO INVESTMENT TO
EXERCISE CONTROL
(Government
Income Fund and Money Market Fund)
The following is the statement of these Funds current
investment restriction relating to investment to exercise
control.
The Fund may not invest in companies for the purpose of
exercising control or management.
Discussion of Proposal. The 1940 Act does not
require a fund to have a policy on investing for control or
management unless the fund intends to invest for the purpose of
exercising control or management of another company. As a
non-fundamental restriction, the relevant Board
could in the future amend the restriction if, for example, the
1940 Act requirements change, without either of these Funds
incurring the costs of shareholder approval. In addition,
reclassifying the restriction as non-fundamental would promote
uniformity among the John Hancock Fund Complex.
The relevant Board, including all the Independent Trustees,
recommends that shareholders of the Government Income Fund and
Money Market Fund vote FOR Proposal 3(h).
PROPOSAL 3(I)
ELIMINATION OF FUNDAMENTAL RESTRICTION RELATING TO TRUSTEE AND
OFFICER OWNERSHIP
(Government
Income Fund, Investment Grade Bond Fund, Large Cap Equity Fund
and Money Market Fund)
The following are the statements of the current investment
restrictions relating to Trustee and officer ownership for these
Funds.
Government Income
Fund and Money Market Fund
The Fund may not purchase or retain in its portfolio any
securities issued by an issuer any of whose officers, directors,
trustees or security holders is an officer or Trustee of the
Fund, or is a member, partner, officer or Director of the
Funds investment adviser, if after the purchase of the
securities of such issuer by the Fund one or more of such
persons owns beneficially more than
1/2
of 1% of the shares or securities, or both, all taken at market
value, of such issuer, and such persons owning more than
1/2
of 1% of such shares or securities together own beneficially
more than 5% of such shares or securities, or both, all taken at
market value.
Investment Grade
Bond Fund
The Fund may not invest in securities of any company if, to the
knowledge of the Trust, any officer or director of the Trust or
its Adviser owns more than
1/2
of 1% of the outstanding securities of such company, and all
such officers and directors own in the aggregate more than 5% of
the outstanding securities of such company.
Large Cap Equity
Fund
The Fund may not purchase securities of a company in which any
officer or trustee of the Trust or the Funds investment
adviser owns beneficially more than of 1% of the securities of
such company and all such officers and trustees own beneficially
in the aggregate more than 5% of the securities of such company.
Discussion of Proposal. These restrictions, which
were previously required by state blue sky laws, are no longer
required. Eliminating these restrictions promotes uniformity
among the John Hancock Fund Complex. Potential conflicts of
interest of this nature are addressed in the John Hancock
Funds Code of Ethics.
The relevant Board, including all the Independent Trustees,
recommends that shareholders of the Government Income Fund,
Investment Grade Bond Fund, Large Cap Equity Fund and Money
Market Fund vote FOR Proposal 3(i).
36
PROPOSAL 3(J)
ELIMINATION OF FUNDAMENTAL RESTRICTIONS RELATING TO MARGIN
INVESTMENT; SHORT SELLING
Margin
Investment
(Government
Income Fund and Money Market Fund)
The following are the statements of these Funds current
investment restriction relating to margin investment.
Government Income
Fund
The Fund may not purchase any securities or evidences of
interest therein on margin, except that the Fund may obtain such
short term credit as may be necessary for the clearance of
purchases and sales of securities and the Fund may make deposits
on margin in connection with futures contracts and related
options.
Money Market
Fund
The Fund may not purchase any securities or evidences of
interest therein on margin, except that the Fund may obtain such
short term credit as may be necessary for the clearance of
purchases and sales of securities.
Short
Selling
(Government
Income Fund and Money Market Fund)
The following is the statement of these Funds current
investment restriction relating to short selling.
Government Income
Fund and Money Market Fund
The Fund may not sell any security which the Fund does not own
unless by virtue of its ownership of other securities it has at
the time of sale a right to obtain securities without payment of
further consideration equivalent in kind and amount to the
securities sold and provided that if such right is conditional
the sale is made upon equivalent conditions.
Margin Investment
and Short Selling
(Investment Grade
Bond Fund, Large Cap Equity Fund and Regional Bank
Fund)
The following are the statements of the Funds current
investment restrictions relating to margin investment and short
selling.
Investment Grade
Bond Fund
The Fund may not make short sales of securities or purchase any
security on margin, except that the Fund may obtain such
short-term credit as may be necessary for the clearance of
purchases and sales of securities (this restriction does not
apply to securities purchased on a when-issued basis).
Large Cap Equity
Fund
The Fund may not buy securities on margin or sell short.
Regional Bank
Fund
The Fund may not purchase securities on margin or sell short,
except that the Fund may obtain such short term credits as are
necessary for the clearance of securities transactions. The
deposit or payment by the Fund of initial or maintenance margin
in connection with futures contracts or related options
transactions is not considered the purchase of a security on
margin.
Discussion of Proposal. These restrictions, which
were previously required by state blue sky laws, are no longer
required. Eliminating these restrictions promotes uniformity
among the John Hancock Fund Complex. The elimination of
these fundamental restrictions will not result in a material
change to the investment
37
operation of any of the Government Income Fund, Investment Grade
Bond Fund, Large Cap Equity Fund, Money Market Fund or Regional
Bank Fund. In addition, the concepts underlying the current
restrictions are included in the Funds fundamental
restrictions on borrowing, which is proposed to be amended as
described in Proposal 3(c) above, and issuing senior
securities, which is proposed to be amended as described in
Proposal 3(h) above.
Although the SEC staffs current position restricts mutual
funds from purchasing securities on margin, as a non-fundamental
policy the relevant Board could in the future amend the policy
if the regulatory restrictions change without causing the
applicable Fund to incur the costs of shareholder approval. In
addition, the restriction on short sales would be eliminated to
improve uniformity and flexibility, although there is no current
intention for any of these Funds to engage in short sales.
The relevant Board, including all the Independent Trustees,
recommends that shareholders of the Government Income Fund,
Investment Grade Bond Fund, Large Cap Equity Fund, Money Market
Fund and Regional Bank Fund vote FOR Proposal
3(j).
PROPOSAL 3(K)
ELIMINATION OF FUNDAMENTAL RESTRICTION RELATING TO RESTRICTED
SECURITIES
(Government
Income Fund and Money Market Fund)
The following are the statements of these Funds current
investment restriction relating to restricted securities.
Government Income
Fund
The Fund may not knowingly invest in securities which are
subject to legal or contractual restrictions on resale or for
which there is no readily available market (e.g., trading in the
security is suspended or market makers do not exist or will not
entertain bids or offers), except for repurchase agreements, if,
as a result thereof more than 10% of the Funds total
assets (taken at market value) would be so invested.
Money Market
Fund
The Fund may not knowingly invest in securities which are
subject to legal or contractual restrictions on resale or for
which there is no readily available market (e.g., trading in the
security is suspended or market makers do not exist or will not
entertain bids or offers), except for repurchase agreements, if,
as a result thereof more than 10% of the Funds total
assets (taken at market value) would be so invested. (The Staff
of the SEC has taken the position that a money market fund may
not invest more than 10% of its net assets in illiquid
securities. The Fund has undertaken with the Staff to require,
that as a matter of operating policy, it will not invest in
illiquid securities in an amount exceeding 10% of its net
assets.)
Discussion of Proposal. The 1940 Act does not
require that these restrictions be fundamental investment
policies of these Funds, although the SEC staff has taken the
position that an open-end investment company may not invest more
than 15% of its net assets in illiquid securities (10% in the
case of money market funds, such as the Money Market Fund). Each
of these Funds has, and will continue to have, a non-fundamental
policy to invest no more than 10% of its net assets in illiquid
securities.
Eliminating these restrictions promotes uniformity among the
John Hancock Fund Complex. As a non-fundamental policy, the
relevant Board could in the future amend the policy if, for
example, the 1940 Act requirements or the SEC staff views
change, without either of these Funds incurring the costs of
shareholder approval.
The relevant Board, including all the Independent Trustees,
recommends that shareholders of the Government Income Fund and
Money Market Fund vote FOR Proposal 3(k).
38
PROPOSAL 3(L)
ELIMINATION OF FUNDAMENTAL RESTRICTION RELATING TO PLEDGING
ASSETS
(Balanced Fund,
Bond Fund, Health Sciences Fund, Massachusetts Tax-Free Income
Fund, New York Tax-Free Income Fund and Strategic Income
Fund)
The following are the statements of these Funds current
investment restriction relating to pledging or hypothecating
assets.
Balanced Fund and
Bond Fund
The Fund may not pledge, mortgage or hypothecate its assets,
except to secure indebtedness permitted by [its fundamental
restriction on] borrowing and then only if the assets subject to
such pledging, mortgaging or hypothecation do not exceed 33% of
the Funds total assets taken at market value.
Health Sciences
Fund, Massachusetts Tax-Free Income Fund and New York Tax-Free
Income Fund
The Fund may not pledge, mortgage or hypothecate its assets,
except to secure indebtedness permitted by [its fundamental
restriction on] borrowing and then only if such pledging,
mortgaging or hypothecating does not exceed 10% of the
Funds total assets taken at market value.
Strategic Income
Fund
The Fund may not pledge, mortgage or hypothecate its assets,
except to secure indebtedness permitted by [the Funds
investment policy with respect to borrowing] and then only if
such pledging, mortgaging or hypothecating does not exceed
331/3%
of the funds total assets taken at market value.
Discussion of Proposal. These restrictions, which
were previously required by state blue sky laws, are no longer
required. Eliminating these restrictions promotes uniformity
among the John Hancock Fund Complex. The elimination of
these fundamental restrictions will not result in a material
change to the investment operation of these Funds. In addition,
the concepts underlying the current restrictions are included in
each such Funds fundamental restriction on borrowing and
the fundamental restriction on issuing senior securities, which
is proposed to be amended as described in Proposal 3(f)
above.
The relevant Board, including all the Independent Trustees,
recommends that shareholders of each of the Balanced Fund, Bond
Fund, Health Sciences Fund, Massachusetts Tax-Free Income Fund,
New York Tax-Free Income Fund and Strategic Income Fund, as
applicable, vote FOR Proposal 3(l).
PROPOSAL 3(M)
ELIMINATION OF FUNDAMENTAL RESTRICTION RELATING TO UNSEASONED
COMPANIES
(Large Cap Equity
Fund only)
The following is the statement of this Funds current
investment restriction relating to investing in unseasoned
companies.
Large Cap Equity
Fund
The Fund may not invest in a company having a record of less
than three years continuous operation, which may include
the operations of any predecessor company or enterprise to which
the company has succeeded by merger, consolidation,
reorganization or purchase of assets.
Discussion of Proposal. This restriction, which
was previously required by state blue sky laws, is no longer
required. Eliminating this restriction promotes uniformity among
the John Hancock Fund Complex. The elimination of this
fundamental restriction will not result in a material change to
the investment operation of this Fund.
The relevant Board, including all the Independent Trustees,
recommends that shareholders of the Large Cap Equity Fund vote
FOR Proposal 3(m).
39
PROPOSAL 3(N)
ELIMINATION OF FUNDAMENTAL RESTRICTION RELATING TO LOANS TO
TRUST OFFICERS AND TRUSTEES
(Large Cap Equity
Fund only)
The following is the statement of this Funds current
investment restriction relating to loans.
Large Cap Equity
Fund
The Fund may not make loans to any of its officers or trustees,
or to any firms, corporations or syndicates in which officers or
trustees of the Trust have an aggregate interest of 10% or more.
It is the intention of the Trust not to make loans of any
nature, except the Fund may enter into repurchase agreements and
lend its portfolio securities (as permitted by the 1940 Act) as
referred to in its registration statement. In addition, the
purchase of a portion of an issue of a publicly issued corporate
debt security is not considered to be the making of a loan.
Discussion of Proposal. This restriction, which
was previously required by state blue sky laws, is no longer
required. Eliminating this restriction promotes uniformity among
the John Hancock Fund Complex. The elimination of this
fundamental restriction will not result in a material change to
the investment operation of this Fund. We note that transactions
between the Funds and their affiliated persons, including
Trustees and officers (and their affiliated persons) are
regulated by Section 17(a) of the 1940 Act and the rules
thereunder. In addition, the concepts underlying the current
restrictions are included in the Funds fundamental
restrictions on loans, which is proposed to be amended as
described in Proposal 3(e) above.
The relevant Board, including all the Independent Trustees,
recommends that shareholders of the Large Cap Equity Fund vote
FOR Proposal 3(n).
PROPOSAL 3(O)
ELIMINATION OF FUNDAMENTAL RESTRICTION RELATING TO
WARRANTS
(Regional Bank
Fund only)
The following is the statement of this Funds current
investment restriction relating to warrants.
Regional Bank
Fund
The Fund may not invest more than 5% of the value of the
Funds net assets in marketable warrants to purchase common
stock. Warrants acquired in units or attached to securities are
not included in this restriction.
Discussion of Proposal. This restriction, which
was previously required by state blue sky laws, is no longer
required. Eliminating this restriction promotes uniformity among
the John Hancock Fund Complex. The elimination of this
fundamental restriction will not result in a material change to
the investment operation of this Fund.
The relevant Board, including all the Independent Trustees,
recommends that shareholders of the Regional Bank Fund vote
FOR Proposal 3(o).
40
PROPOSAL 4
APPROVAL OF AMENDMENTS CHANGING CERTAIN
RULE 12B-1
PLANS FROM REIMBURSEMENT TO COMPENSATION
PLANS
(Applies as follows:
Class A, Class B and Class C shares
All Funds
Class R1 shares Classic Value Fund,
Classic Value Fund II, Large Cap Select Fund,
U.S. Global Leaders Growth Fund, Balanced Fund, Sovereign
Investors Fund, Small Cap Equity Fund, Bond Fund and Strategic
Income Fund
Class R, Class R2, Class R3, Class R4 and
Class R5 shares Balanced Fund
Shareholders of each Fund will vote separately, and individually
by class of share, on Proposal 4.)
At its meeting on December 8-9, 2008, each Board, including all
the Independent Trustees, approved an amendment to the
distribution plan pursuant to
Rule 12b-1
under the 1940 Act (each, a
12b-1
Plan) for the Class A, Class B, Class C,
Class R, Class R1, Class R2, Class R3,
Class R4 and Class R5 shares of each of the Funds
(as applicable) named above. The holders of Class A,
Class B, Class C, Class R, Class R1,
Class R2, Class R3, Class R4 and
Class R5 shares of each of the Funds, as applicable,
are being asked to approve the amended
12b-1 Plan
(the Amended
12b-1
Plan) for their respective share classes.
The proposed amendments will change each of the current
12b-1 Plans
(the Current
12b-1
Plans) from a reimbursement to a
compensation plan. The amendments will not change
the maximum amount that may be paid under the
12b-1 Plans
to the Distributor, each Funds distributor, in connection
with the distribution of shares of the Funds, but the
Distributor will no longer be obligated to reimburse each Fund
to the extent such payments exceed distribution-related expenses
incurred by the Distributor with respect to the Fund for a
particular fiscal year.
The amendments are being proposed to increase flexibility and
ease of administration and accounting and to assist in
integrating the operations of the Funds. Each of the above
listed classes of shares has a
12b-1 Plan;
under its Amended
12b-1 Plan,
each such share class provides for
Rule 12b-1
fees at the same maximum rates as the Current
12b-1 Plan,
but the fees are paid on a compensation rather than
reimbursement basis.
If the shareholders of a class of shares of a Fund vote to
approve the Amended
12b-1 Plan
for that class, the Amended
12b-1 Plan
will become effective immediately. If the shareholders of a
class of shares of a Fund do not vote to approve the Amended
12b-1 Plan
for that class, the Current
12b-1 Plan
will continue to be applicable to that class.
Payments under
the 12b-1 Plans
Under the Current
12b-1 Plans
each of the Funds pays, and under the Amended
12b-1 Plans
each of the Funds will pay, the Distributor a fee after the end
of each month at an annual rate as a percentage of the average
daily net assets attributable to Class A, Class B,
Class C, Class R, Class R1, Class R2,
Class R3, Class R4 and Class R5 shares as
follows:
|
|
|
|
|
|
|
Maximum
|
|
|
|
Annualized
|
|
Share
Class
|
|
12b-1
Fee
|
|
|
Class A shares
|
|
|
0.15
|
%
|
(California Tax-Free Income Fund)
|
|
|
|
|
Class A shares
|
|
|
0.25
|
%
|
(Classic Value Fund, Classic Value Fund II, Government
Income Fund, High Yield Fund, High Yield Municipal Bond Fund,
Investment Grade Bond Fund, Large Cap Equity Fund, Large Cap
Select Fund, Money Market Fund, Tax-Free Bond Fund and U.S.
Global Leaders Growth Fund)
|
|
|
|
|
Class A shares
|
|
|
0.30
|
%
|
(Bond Fund, Balanced Fund, Financial Industries Fund, Global
Real Estate Fund, Global Opportunities Fund, Greater China
Opportunities Fund, Health Sciences Fund, International Classic
Value Fund, Massachusetts Tax-Free Income Fund, Mid Cap Equity
Fund, New York Tax-Free Income Fund, Regional Bank Fund, Small
Cap Fund, Small Cap Equity Fund, Small Cap Intrinsic Value Fund,
Sovereign Investors Fund, and Strategic Income Fund)
|
|
|
|
|
41
|
|
|
|
|
|
|
Maximum
|
|
|
|
Annualized
|
|
Share
Class
|
|
12b-1
Fee
|
|
|
Class B and Class C shares
|
|
|
1.00
|
%
|
Class R shares
|
|
|
0.75
|
%
|
Class R1 and R3 shares
|
|
|
0.50
|
%
|
Class R2 and R4 shares
|
|
|
0.25
|
%
|
Class R5 shares
|
|
|
0.00
|
%
|
Under each of the Current
12b-1 Plans,
which are reimbursement plans, the Distributor retains such
amounts of the payments it receives under the plan as are
appropriate to reimburse the Distributor for actual expenses
incurred in distributing and promoting the sale of a Funds
shares to the public. If the aggregate payments received by the
Distributor under the Current
12b-1 Plan
for a Fund in any fiscal year exceed the expenditures made by
the Distributor in that year pursuant to that plan, the
Distributor reimburses the Fund for the amount of the excess.
If, however, the expenditures made by the Distributor on a
Funds behalf during any fiscal year exceed the payments
received under the Current
12b-1 Plans,
the Distributor may carry over such unreimbursed expenses to be
paid in subsequent fiscal years from available
12b-1
amounts.
Under the Amended
12b-1 Plans,
which are compensation plans, the Distributor will retain the
entire amount of the payments made to it, even if such amount
exceeds the Distributors actual distribution-related
expenses for the applicable fiscal year. As indicated in the
table below, the share classes of most Funds already pay fees
under the Current
12b-1 Plans
at the maximum rate. Under these circumstances, the Distributor
recommended and each Board approved the proposed shift from
reimbursement to compensation arrangements in order to simplify
the administration of each Funds affairs.
In the event that a Fund is not fully reimbursed for payments or
expenses it incurs under the Class A Plan, these expenses
will not be carried beyond twelve months from the date they were
incurred. Unreimbursed expenses under the Class B and
Class C Plans will be carried forward together with
interest on the balance of these unreimbursed expenses.
Unreimbursed expenses under the Class R1 Plan will be
carried forward to subsequent fiscal years. A Fund does not
treat unreimbursed expenses under the Class B, Class C
and Class R1 Plans as a liability of a Fund because the
Funds Trustees may terminate Class B, Class C
and/or
Class R1 Plans at any time.
Under a reimbursement plan, it is possible that a Funds
maximum annual
12b-1 fee
would exceed reimbursable expenses for the year. As a result, in
a reimbursement plan, a Fund may pay less than its maximum
12b-1 fee to
the Distributor in any given year. By contrast, under a
compensation plan, a Fund will always pay the maximum
12b-1 fee to
the Distributor, which means that a Fund could conceivably pay
more in
12b-1 fees
under a compensation plan. In fact, however, as a general
matter, the Funds have historically paid the entire
12b-1 fee
under the reimbursement plan. The following table illustrates
the differences between the amounts payable under the two plans
for the Funds latest fiscal year.
42
The table below sets forth for the Class A, Class B,
Class C, Class R, Class R1, Class R2,
Class R3, Class R4 and Class R5 shares (as
applicable) of the Funds: (i) the aggregate
12b-1 fees
paid under each Current
12b-1 Plan
for the Funds last respective
12-month
fiscal year (and, in the case of the Funds of Capital Series and
Investment Trust, for the fiscal period ended October 31,
2008) and such fees as a percentage of the Funds
average daily net assets for that fiscal year or period; and
(ii) the pro forma aggregate
12b-1 fees
that would have been paid if the Amended
12b-1 Plans
had been in effect for the Funds last respective fiscal
year or period, and such fees as a percentage of the Funds
average daily net assets for that fiscal year or period.
Rule 12b-1
Fee Comparisons for Funds that Did Not Change Fiscal Year Ends
in 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current 12b-1
Plans
|
|
|
|
Amended 12b-1
Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
% of
|
|
|
|
|
12-Month
|
|
|
Aggregate
|
|
|
|
% of
|
|
|
|
12b-1 Fee
|
|
|
|
Average
|
|
|
|
|
Fiscal Year
|
|
|
12b-1 Fee
|
|
|
|
Average
|
|
|
|
for Last FYE
|
|
|
|
Net Assets
|
|
Fund
|
|
|
Ended
|
|
|
for Last
FYE
|
|
|
|
Net
Assets
|
|
|
|
(Pro
Forma)
|
|
|
|
(Pro
Forma)
|
|
Bond
|
|
|
5-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
2,555,782
|
|
|
|
|
0.30
|
%
|
|
|
$
|
2,555,782
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
498,096
|
|
|
|
|
1.00
|
%
|
|
|
$
|
498,096
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
278,484
|
|
|
|
|
1.00
|
%
|
|
|
$
|
278,484
|
|
|
|
|
1.00
|
%
|
Class R1
|
|
|
|
|
|
$
|
7,007
|
|
|
|
|
0.50
|
%
|
|
|
$
|
7,007
|
|
|
|
|
0.50
|
%
|
|
California Tax-Free Income
|
|
|
8-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
451,009
|
|
|
|
|
0.15
|
%
|
|
|
$
|
451,009
|
|
|
|
|
0.15
|
%
|
Class B
|
|
|
|
|
|
$
|
123,691
|
|
|
|
|
1.00
|
%
|
|
|
$
|
123,691
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
125,027
|
|
|
|
|
1.00
|
%
|
|
|
$
|
125,027
|
|
|
|
|
1.00
|
%
|
|
Financial Industries
|
|
|
10-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
1,403,107
|
|
|
|
|
0.30
|
%
|
|
|
$
|
1,403,107
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
606,057
|
|
|
|
|
1.00
|
%
|
|
|
$
|
606,057
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
178,345
|
|
|
|
|
1.00
|
%
|
|
|
$
|
178,345
|
|
|
|
|
1.00
|
%
|
|
Global Real Estate
|
|
|
10-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
82,164
|
|
|
|
|
0.30
|
%
|
|
|
$
|
82,164
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
112,081
|
|
|
|
|
1.00
|
%
|
|
|
$
|
112,081
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
81,789
|
|
|
|
|
1.00
|
%
|
|
|
$
|
81,789
|
|
|
|
|
1.00
|
%
|
|
Government Income
|
|
|
5-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
817,995
|
|
|
|
|
0.25
|
%
|
|
|
$
|
817,995
|
|
|
|
|
0.25
|
%
|
Class B
|
|
|
|
|
|
$
|
178,511
|
|
|
|
|
1.00
|
%
|
|
|
$
|
178,511
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
82,022
|
|
|
|
|
1.00
|
%
|
|
|
$
|
82,022
|
|
|
|
|
1.00
|
%
|
|
Greater China Opportunities
|
|
|
10-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
492,352
|
|
|
|
|
0.30
|
%
|
|
|
$
|
492,352
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
342,695
|
|
|
|
|
1.00
|
%
|
|
|
$
|
342,695
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
363,253
|
|
|
|
|
1.00
|
%
|
|
|
$
|
363,253
|
|
|
|
|
1.00
|
%
|
|
Health Sciences
|
|
|
10-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
344,814
|
|
|
|
|
0.30
|
%
|
|
|
$
|
344,814
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
340,552
|
|
|
|
|
1.00
|
%
|
|
|
$
|
340,552
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
90,478
|
|
|
|
|
1.00
|
%
|
|
|
$
|
90,478
|
|
|
|
|
1.00
|
%
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current 12b-1
Plans
|
|
|
|
Amended 12b-1
Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
% of
|
|
|
|
|
12-Month
|
|
|
Aggregate
|
|
|
|
% of
|
|
|
|
12b-1 Fee
|
|
|
|
Average
|
|
|
|
|
Fiscal Year
|
|
|
12b-1 Fee
|
|
|
|
Average
|
|
|
|
for Last FYE
|
|
|
|
Net Assets
|
|
Fund
|
|
|
Ended
|
|
|
for Last
FYE
|
|
|
|
Net
Assets
|
|
|
|
(Pro
Forma)
|
|
|
|
(Pro Forma)
|
|
High Yield
|
|
|
5-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
2,218,888
|
|
|
|
|
0.25
|
%
|
|
|
$
|
2,218,888
|
|
|
|
|
0.25
|
%
|
Class B
|
|
|
|
|
|
$
|
2,097,975
|
|
|
|
|
1.00
|
%
|
|
|
$
|
2,097,975
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
2,669,007
|
|
|
|
|
1.00
|
%
|
|
|
$
|
2,669,007
|
|
|
|
|
1.00
|
%
|
|
High Yield Municipal Bond
|
|
|
8-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
186,759
|
|
|
|
|
0.25
|
%
|
|
|
$
|
186,759
|
|
|
|
|
0.25
|
%
|
Class B
|
|
|
|
|
|
$
|
92,376
|
|
|
|
|
1.00
|
%
|
|
|
$
|
92,376
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
148,895
|
|
|
|
|
1.00
|
%
|
|
|
$
|
148,895
|
|
|
|
|
1.00
|
%
|
|
Investment Grade Bond
|
|
|
5-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
262,134
|
|
|
|
|
0.25
|
%
|
|
|
$
|
262,134
|
|
|
|
|
0.25
|
%
|
Class B
|
|
|
|
|
|
$
|
77,826
|
|
|
|
|
1.00
|
%
|
|
|
$
|
77,826
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
71,000
|
|
|
|
|
1.00
|
%
|
|
|
$
|
71,000
|
|
|
|
|
1.00
|
%
|
|
Large Cap Select
|
|
|
12-31-07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
139,422
|
|
|
|
|
0.25
|
%
|
|
|
$
|
139,422
|
|
|
|
|
0.25
|
%
|
Class B
|
|
|
|
|
|
$
|
33,635
|
|
|
|
|
1.00
|
%
|
|
|
$
|
33,635
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
22,932
|
|
|
|
|
1.00
|
%
|
|
|
$
|
22,932
|
|
|
|
|
1.00
|
%
|
Class R1
|
|
|
|
|
|
$
|
1,217
|
|
|
|
|
0.50
|
%
|
|
|
$
|
1,217
|
|
|
|
|
0.50
|
%
|
|
Massachusetts Tax-Free Income
|
|
|
8-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
263,015
|
|
|
|
|
0.30
|
%
|
|
|
$
|
263,015
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
109,475
|
|
|
|
|
1.00
|
%
|
|
|
$
|
109,475
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
109,770
|
|
|
|
|
1.00
|
%
|
|
|
$
|
109,770
|
|
|
|
|
1.00
|
%
|
|
Mid Cap Equity
|
|
|
10-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
46,555
|
|
|
|
|
0.30
|
%
|
|
|
$
|
46,555
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
63,381
|
|
|
|
|
1.00
|
%
|
|
|
$
|
63,381
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
38,890
|
|
|
|
|
1.00
|
%
|
|
|
$
|
38,890
|
|
|
|
|
1.00
|
%
|
|
Money Market
|
|
|
3-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
608,142
|
|
|
|
|
0.15
|
%
|
|
|
$
|
608,142
|
|
|
|
|
0.15
|
%
|
Class B
|
|
|
|
|
|
$
|
303,876
|
|
|
|
|
1.00
|
%
|
|
|
$
|
303,876
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
159,946
|
|
|
|
|
1.00
|
%
|
|
|
$
|
159,946
|
|
|
|
|
1.00
|
%
|
|
New York Tax-Free Income
|
|
|
8-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
125,309
|
|
|
|
|
0.30
|
%
|
|
|
$
|
125,309
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
91,666
|
|
|
|
|
1.00
|
%
|
|
|
$
|
91,666
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
31,307
|
|
|
|
|
1.00
|
%
|
|
|
$
|
31,307
|
|
|
|
|
1.00
|
%
|
|
Regional Bank
|
|
|
10-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
2,591,658
|
|
|
|
|
0.30
|
%
|
|
|
$
|
2,591,658
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
742,300
|
|
|
|
|
1.00
|
%
|
|
|
$
|
742,300
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
324,920
|
|
|
|
|
1.00
|
%
|
|
|
$
|
324,920
|
|
|
|
|
1.00
|
%
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current 12b-1
Plans
|
|
|
|
Amended 12b-1
Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
% of
|
|
|
|
|
12-Month
|
|
|
Aggregate
|
|
|
|
% of
|
|
|
|
12b-1 Fee
|
|
|
|
Average
|
|
|
|
|
Fiscal Year
|
|
|
12b-1 Fee
|
|
|
|
Average
|
|
|
|
for Last FYE
|
|
|
|
Net Assets
|
|
Fund
|
|
|
Ended
|
|
|
for Last
FYE
|
|
|
|
Net
Assets
|
|
|
|
(Pro
Forma)
|
|
|
|
(Pro Forma)
|
|
Small Cap
|
|
|
10-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
260,348
|
|
|
|
|
0.30
|
%
|
|
|
$
|
260,348
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
59,359
|
|
|
|
|
1.00
|
%
|
|
|
$
|
59,359
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
219,169
|
|
|
|
|
1.00
|
%
|
|
|
$
|
219,169
|
|
|
|
|
1.00
|
%
|
|
Small Cap Equity
|
|
|
10-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
1,186,101
|
|
|
|
|
0.30
|
%
|
|
|
$
|
1,186,101
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
921,992
|
|
|
|
|
1.00
|
%
|
|
|
$
|
921,992
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
299,293
|
|
|
|
|
1.00
|
%
|
|
|
$
|
299,293
|
|
|
|
|
1.00
|
%
|
Class R1
|
|
|
|
|
|
$
|
16,739
|
|
|
|
|
0.50
|
%
|
|
|
$
|
16,739
|
|
|
|
|
0.50
|
%
|
|
Strategic Income
|
|
|
5-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
2,285,925
|
|
|
|
|
0.30
|
%
|
|
|
$
|
2,285,925
|
|
|
|
|
0.30
|
%
|
Class B
|
|
|
|
|
|
$
|
2,073,690
|
|
|
|
|
1.00
|
%
|
|
|
$
|
2,073,690
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
2,008,481
|
|
|
|
|
1.00
|
%
|
|
|
$
|
2,008,481
|
|
|
|
|
1.00
|
%
|
Class R1
|
|
|
|
|
|
$
|
39,699
|
|
|
|
|
0.50
|
%
|
|
|
$
|
39,699
|
|
|
|
|
0.50
|
%
|
|
Tax-Free Bond
|
|
|
8-31-08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
1,060,645
|
|
|
|
|
0.25
|
%
|
|
|
$
|
1,060,645
|
|
|
|
|
0.25
|
%
|
Class B
|
|
|
|
|
|
$
|
143,337
|
|
|
|
|
1.00
|
%
|
|
|
$
|
143,337
|
|
|
|
|
1.00
|
%
|
Class C
|
|
|
|
|
|
$
|
89,954
|
|
|
|
|
1.00
|
%
|
|
|
$
|
89,954
|
|
|
|
|
1.00
|
%
|
|
Rule 12b-1
Fee Comparisons for Funds that Changed Fiscal Year Ends in
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current 12b-1
Plans
|
|
|
|
Amended 12b-1
Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Average
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Average
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
|
|
|
Aggregate 12b-1
Fee
|
|
|
|
Net
Assets
|
|
|
|
Aggregate 12b-1
Fee (Pro Forma)
|
|
|
|
(Pro
Forma)
|
|
|
|
|
FYE
|
|
|
|
FPE
|
|
|
|
FYE
|
|
|
|
FPE
|
|
|
|
FYE
|
|
|
|
FPE
|
|
|
|
FYE
|
|
|
|
FPE
|
|
|
|
|
12-31-07
|
|
|
|
10-31-08
|
|
|
|
12-31-07
|
|
|
|
10-31-08
|
|
|
|
12-31-07
|
|
|
|
10-31-08
|
|
|
|
12-31-07
|
|
|
|
10-31-08
|
|
Balanced
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
$
|
428,204
|
|
|
|
$
|
1,067,846
|
|
|
|
|
0.30
|
%
|
|
|
|
0.30
|
%
|
|
|
$
|
428,204
|
|
|
|
$
|
1,067,846
|
|
|
|
|
0.30
|
%
|
|
|
|
0.30
|
%
|
Class B
|
|
|
$
|
281,524
|
|
|
|
$
|
398,539
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
281,524
|
|
|
|
$
|
398,539
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class C
|
|
|
$
|
177,036
|
|
|
|
$
|
1,059,892
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
177,036
|
|
|
|
$
|
1,059,892
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class R*
|
|
|
|
|
|
|
|
$
|
32
|
|
|
|
|
|
|
|
|
|
0.75
|
%
|
|
|
|
|
|
|
|
$
|
32
|
|
|
|
|
|
|
|
|
|
0.75
|
%
|
Class R1*
|
|
|
|
|
|
|
|
$
|
24
|
|
|
|
|
|
|
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
$
|
24
|
|
|
|
|
|
|
|
|
|
0.50
|
%
|
Class R2*
|
|
|
|
|
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|
0.25
|
%
|
Class R3*
|
|
|
|
|
|
|
|
$
|
21
|
|
|
|
|
|
|
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
$
|
21
|
|
|
|
|
|
|
|
|
|
0.50
|
%
|
Class R4*
|
|
|
|
|
|
|
|
$
|
11
|
|
|
|
|
|
|
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
$
|
11
|
|
|
|
|
|
|
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classic Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
$
|
14,837,961
|
|
|
|
$
|
6,076,361
|
|
|
|
|
0.25
|
%
|
|
|
|
0.25
|
%
|
|
|
$
|
14,837,961
|
|
|
|
$
|
6,076,361
|
|
|
|
|
0.25
|
%
|
|
|
|
0.25
|
%
|
Class B
|
|
|
$
|
3,002,807
|
|
|
|
$
|
1,193,042
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
3,002,807
|
|
|
|
$
|
1,193,042
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class C
|
|
|
$
|
10,131,774
|
|
|
|
$
|
3,264,760
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
10,131,774
|
|
|
|
$
|
3,264,760
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class R1
|
|
|
$
|
138,378
|
|
|
|
$
|
89,711
|
|
|
|
|
0.50
|
%
|
|
|
|
0.50
|
%
|
|
|
$
|
138,378
|
|
|
|
$
|
89,711
|
|
|
|
|
0.50
|
%
|
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current 12b-1
Plans
|
|
|
|
Amended 12b-1
Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Average
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Average
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
|
|
|
Aggregate 12b-1
Fee
|
|
|
|
Net Assets
|
|
|
|
Aggregate 12b-1
Fee (Pro Forma)
|
|
|
|
(Pro Forma)
|
|
|
|
|
FYE
|
|
|
|
FPE
|
|
|
|
FYE
|
|
|
|
FPE
|
|
|
|
FYE
|
|
|
|
FPE
|
|
|
|
FYE
|
|
|
|
FPE
|
|
|
|
|
12-31-07
|
|
|
|
10-31-08
|
|
|
|
12-31-07
|
|
|
|
10-31-08
|
|
|
|
12-31-07
|
|
|
|
10-31-08
|
|
|
|
12-31-07
|
|
|
|
10-31-08
|
|
Classic Value II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
$
|
188,642
|
|
|
|
$
|
91,454
|
|
|
|
|
0.25
|
%
|
|
|
|
0.25
|
%
|
|
|
$
|
188,642
|
|
|
|
$
|
91,454
|
|
|
|
|
0.25
|
%
|
|
|
|
0.25
|
%
|
Class B
|
|
|
$
|
94,056
|
|
|
|
$
|
49,323
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
94,056
|
|
|
|
$
|
49,323
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class C
|
|
|
$
|
317,157
|
|
|
|
$
|
173,749
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
317,157
|
|
|
|
$
|
173,749
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class R1
|
|
|
$
|
3,684
|
|
|
|
$
|
774
|
|
|
|
|
0.50
|
%
|
|
|
|
0.50
|
%
|
|
|
$
|
3,684
|
|
|
|
$
|
774
|
|
|
|
|
0.50
|
%
|
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global
Opportunities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
$
|
24,633
|
|
|
|
$
|
166,401
|
|
|
|
|
0.30
|
%
|
|
|
|
0.30
|
%
|
|
|
$
|
24,633
|
|
|
|
$
|
166,401
|
|
|
|
|
0.30
|
%
|
|
|
|
0.30
|
%
|
Class B
|
|
|
$
|
5,379
|
|
|
|
$
|
35,097
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
5,379
|
|
|
|
$
|
35,097
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class C
|
|
|
$
|
6,239
|
|
|
|
$
|
94,556
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
6,239
|
|
|
|
$
|
94,556
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Classic Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
$
|
56,702
|
|
|
|
$
|
26,650
|
|
|
|
|
0.30
|
%
|
|
|
|
0.30
|
%
|
|
|
$
|
56,702
|
|
|
|
$
|
26,650
|
|
|
|
|
0.30
|
%
|
|
|
|
0.30
|
%
|
Class B
|
|
|
$
|
14,623
|
|
|
|
$
|
7,926
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
14,623
|
|
|
|
$
|
7,926
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class C
|
|
|
$
|
44,182
|
|
|
|
$
|
19,886
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
44,182
|
|
|
|
$
|
19,886
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large Cap
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
$
|
1,791,186
|
|
|
|
$
|
3,688,926
|
|
|
|
|
0.25
|
%
|
|
|
|
0.25
|
%
|
|
|
$
|
1,791,186
|
|
|
|
$
|
3,688,926
|
|
|
|
|
0.25
|
%
|
|
|
|
0.25
|
%
|
Class B
|
|
|
$
|
1,279,001
|
|
|
|
$
|
1,356,227
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
1,279,001
|
|
|
|
$
|
1,356,227
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class C
|
|
|
$
|
795,628
|
|
|
|
$
|
2,525,997
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
795,628
|
|
|
|
$
|
2,525,997
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Small Cap
Intrinsic Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
$
|
360,972
|
|
|
|
$
|
485,769
|
|
|
|
|
0.30
|
%
|
|
|
|
0.30
|
%
|
|
|
$
|
360,972
|
|
|
|
$
|
485,769
|
|
|
|
|
0.30
|
%
|
|
|
|
0.30
|
%
|
Class B
|
|
|
$
|
68,351
|
|
|
|
$
|
57,701
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
68,351
|
|
|
|
$
|
57,701
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class C
|
|
|
$
|
291,307
|
|
|
|
$
|
340,417
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
291,307
|
|
|
|
$
|
340,417
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sovereign Investors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
$
|
2,391,212
|
|
|
|
$
|
1,631,361
|
|
|
|
|
0.30
|
%
|
|
|
|
0.30
|
%
|
|
|
$
|
2,391,212
|
|
|
|
$
|
1,631,361
|
|
|
|
|
0.30
|
%
|
|
|
|
0.30
|
%
|
Class B
|
|
|
$
|
943,267
|
|
|
|
$
|
515,426
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
943,267
|
|
|
|
$
|
515,426
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class C
|
|
|
$
|
148,139
|
|
|
|
$
|
105,702
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
148,139
|
|
|
|
$
|
105,702
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class R1
|
|
|
$
|
478
|
|
|
|
$
|
632
|
|
|
|
|
0.50
|
%
|
|
|
|
0.50
|
%
|
|
|
$
|
478
|
|
|
|
$
|
632
|
|
|
|
|
0.50
|
%
|
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Global
Leaders Growth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
$
|
2,790,831
|
|
|
|
$
|
1,704,370
|
|
|
|
|
0.25
|
%
|
|
|
|
0.25
|
%
|
|
|
$
|
2,790,831
|
|
|
|
$
|
1,704,370
|
|
|
|
|
0.25
|
%
|
|
|
|
0.25
|
%
|
Class B
|
|
|
$
|
1,267,698
|
|
|
|
$
|
706,529
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
1,267,698
|
|
|
|
$
|
706,529
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class C
|
|
|
$
|
1,462,116
|
|
|
|
$
|
740,474
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
|
|
$
|
1,462,116
|
|
|
|
$
|
740,474
|
|
|
|
|
1.00
|
%
|
|
|
|
1.00
|
%
|
Class R1
|
|
|
$
|
22,259
|
|
|
|
$
|
16,590
|
|
|
|
|
0.50
|
%
|
|
|
|
0.50
|
%
|
|
|
$
|
22,259
|
|
|
|
$
|
16,590
|
|
|
|
|
0.50
|
%
|
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Classes R, R1, R2, R3, R4 and R5 of Balanced Fund were not
offered until August 12, 2008.
|
46
Description of
Current and Amended
Rule 12b-1
Plans
Rule 12b-1
under the 1940 Act permits a Fund to pay expenses associated
with the distribution of its shares in accordance with a written
plan adopted by each Board and approved by its shareholders.
Pursuant to such rule, each Board and initial shareholders of
the Class A, Class B, Class C, Class R,
Class R1, Class R2, Class R3, Class R4 and
Class R5 shares of the Funds approved the Current
12b-1 Plans.
Except with respect to the change from reimbursement
to compensation plans, the terms of the Current
12b-1 Plans
and the proposed Amended
12b-1 Plans
are the same. A copy of the form of Amended
12b-1 Plan
for each class of shares is included as Appendix E to this
Proxy Statement. For purposes of the following description, the
Current and Amended
12b-1 Plans
are referred to as the
12b-1
Plans. In addition, payments made under the
12b-1 Plans
for each Funds respective latest
12-month
fiscal year (and, in the case of the Funds of Capital Series and
Investment Trust, for each such Funds respective fiscal
period ended October 31, 2008) are detailed above
under Payments under the 126-1 Plans.
Under the
12b-1 Plans,
each Fund makes payments to the Distributor from assets
attributable to its Class A, Class B, Class C,
Class R, Class R1, Class R2, Class R3,
Class R4 and Class R5 shares to compensate the
Distributor and other selling dealers, various banks,
broker-dealers and other financial intermediaries, for providing
certain services to the holders of these classes of shares of
the Fund. Such services may include the following:
|
|
|
|
|
formulation and implementation of marketing and promotional
activities;
|
|
|
|
preparation, printing and distribution of sales literature;
|
|
|
|
preparation, printing and distribution of prospectuses and Fund
reports to other than existing shareholders;
|
|
|
|
obtaining such information with respect to marketing and
promotional activities as the Distributor deems advisable;
|
|
|
|
making payments to dealers and others engaged in the sale of
shares or who engage in shareholder support services; and
|
|
|
|
providing training, marketing and support with respect to the
sale of shares.
|
The Distributor may remit on a continuous basis all of the
payments it receives to its registered representatives and other
financial intermediaries as a trail fee in recognition of their
services and assistance.
Currently, the Distributor makes payments to dealers on accounts
for which such dealer is designated dealer of record. Payments
are based on the average net asset value of the accounts. At
least quarterly, the Distributor provides to each Board, and the
Board reviews, a written report of the amounts expended pursuant
to the Plans and the purposes for which such expenditures were
made. Under the Amended
Rule 12b-1
Plans, the Board will continue to review quarterly written
reports of the amounts expended pursuant to the Plans, although
such reports will be more streamlined as they will consist
entirely of payments made to the Distributor and not of detailed
reimbursable expenditures.
Continuance of the
12b-1 Plans
must be approved by each Board, including a majority of the
Independent Trustees, annually. The
12b-1 Plans
may be amended by a vote of each Board, including a majority of
the Independent Trustees, except that the plans may not be
amended to materially increase the amount spent for distribution
without approval of the shareholders of the affected class. The
12b-1 Plans
terminate automatically in the event of an assignment and may be
terminated upon a vote of a majority of the Independent Trustees
or by vote of a Majority of the Outstanding Voting Securities of
the affected class.
Evaluation by
each Board
Each Board considered the Amended
12b-1 Plans
at its meeting on December 8-9, 2008. In approving the Amended
12b-1 Plans,
each Board, including all the Independent Trustees, determined
that there was a
47
reasonable likelihood that the Amended
12b-1 Plans
would benefit each of the Funds and the Class A,
Class B, Class C, Class R, Class R1,
Class R2, Class R3, Class R4 and
Class R5 shareholders of the Funds.
In making its determination to approve the Amended
12b-1 Plans,
each Board took into consideration the fact that, as a general
matter, the Funds have historically paid the entire
12b-1 fee
under the reimbursement plan and the Distributors
representation that it intended to spend greater amounts on
distribution activities. As a result, each Board considered the
fact that the Distributor expected on a going forward basis for
there to be little, if any, difference in the amounts paid
regardless of whether the
12b-1 Plans
were reimbursement plans or compensation plans.
Each Board concluded that the change from reimbursement to
compensation plans could be expected to result in greater
flexibility and ease of administration and accounting with
respect to distribution-related payments and expenses.
Required
Vote
Each class of shares of each Fund will vote separately on the
Proposal with respect to that share class. The vote required to
approve the Proposal for each share class is a Majority of the
Outstanding Voting Securities of the class.
If Proposal 4 is approved by shareholders of a class of
shares of a Fund, the Amended
12b-1 Plan
for that class will become effective as to that class
immediately upon such approval.
If the Proposal is not approved by the shareholders of a class,
the Amended
12b-1 Plan
for that class will not become effective and the Current
12b-1 Plan
will remain in effect. Each Board, in consultation with JHA,
will determine the appropriate course of action to take, which
may include submitting an alternative proposal to shareholders
of the class at a future shareholders meeting.
Each relevant Board, including all the Independent Trustees,
recommends that shareholders of each relevant class of each
relevant Fund vote FOR Proposal 4.
48
PROPOSAL 5
APPROVAL OF THE ADOPTION OF A MANAGER OF MANAGERS
STRUCTURE
Introduction
(All Funds,
except Classic Value Fund II, International Classic Value
Fund and Small Cap Fund)
The Funds each have JHA as their investment manager, subject to
the supervision of the applicable Board, pursuant to an Advisory
Agreement between JHA and the Trust, on behalf of each Fund. JHA
is permitted under the Advisory Agreement, at its own expense,
to select and contract with one or more investment subadviser to
perform some or all of the investment advisory services for
which JHA is responsible under the Advisory Agreement.
If JHA delegates portfolio management duties to a subadviser
with respect to a Fund, the 1940 Act requires that the
subadvisory agreement must be approved by the shareholders of
that Fund. Specifically, Section 15 of the 1940 Act makes
it unlawful for any person to act as an investment manager
(including as a subadviser) to a mutual fund, except pursuant to
a written contract that has been approved by shareholders.
Therefore, to comply with Section 15 of the 1940 Act, each
Fund must obtain shareholder approval of a subadvisory agreement
in order to employ a subadviser, replace an existing subadviser
with a new subadviser, materially change the terms of a
subadvisory agreement or continue the employment of an existing
subadviser whose subadvisory agreement terminates because of an
assignment (as such term is defined under the 1940 Act).
Because of the expense and delay associated with obtaining
shareholder approval of subadvisers and related subadvisory
agreements, many mutual fund investment managers have requested
and obtained orders from the SEC exempting them and the mutual
funds they manage from certain requirements of Section 15
of the 1940 Act and the rules thereunder. Subject to the
conditions delineated therein, these orders permit the covered
mutual funds and their respective managers to employ a
manager of managers structure with respect to the
funds, whereby the investment managers may retain unaffiliated
subadvisers for the funds and change the terms of a subadvisory
agreement without obtaining shareholder approval.
On January 27, 2000, the SEC issued an exemptive order
pursuant to Section 6(c) of 1940 Act that allows the
Adviser to enter into and materially amend subadvisory
agreements without shareholder approval. This order does not
extend to a subadviser that is an affiliated person,
as defined in Section 2(a)(3) of the 1940 Act, of a Trust
or the Adviser, other than by reason of serving as subadviser to
one or more of the Funds.
The proposed manager of managers structure would permit JHA, as
each Funds investment manager, to make changes to a
Funds subadvisers and materially amend the subadvisory
agreement without shareholder approval. This would allow JHA,
subject to a Boards approval, to select new or additional
subadvisers for a Fund and terminate and replace existing
subadvisers to a Fund. The manager of managers structure is
intended to enable each Fund to operate with greater efficiency
and help each Fund enhance performance by allowing the Board and
JHA to employ subadvisers best suited to the needs of the Fund
without incurring the expense and delay associated with
obtaining shareholder approval of a new subadviser and its
subadvisory agreement. Each Board believes that it is in the
best interests of each Fund and its shareholders to adopt a
manager of managers structure. A discussion of the factors
considered by each Board is set forth in the section below
entitled Board Approval of Manager of Managers
Structure.
The process of seeking shareholder approval can be
administratively expensive to any Fund and may cause delays in
executing changes that a Board and JHA have determined are
necessary or desirable. These costs are often borne by the Funds
(and therefore indirectly by the Funds shareholders).
Further, if a subadviser of a Fund is involved in a corporate
transaction that could be deemed to result in an assignment of
its subadvisory agreement, the Fund currently must seek
shareholder approval of a new subadvisory agreement, even where
there will be no change in the persons managing the Fund or the
subadvisory fee paid to the subadviser. If a Funds
shareholders approve the policy authorizing a manager of
managers structure for the Fund, a Board would be able to act
more quickly, and with less expense to the Fund, to appoint an
unaffiliated subadviser, in instances in which a Board and JHA
believe that the appointment would be in the best interests of
the Fund and its shareholders.
Each Board, including the Independent Trustees, would continue
to oversee the subadviser selection process under the manager of
managers structure to help ensure that the interests of
shareholders are protected whenever JHA would seek to select a
subadviser or modify a subadvisory agreement. Specifically, a
Board,
49
including the Independent Trustees, would evaluate and approve
each subadvisory agreement as well as any modification to an
existing subadvisory agreement. A Board, including a majority of
the Independent Trustees, will continue to be required to review
and consider the continuance of each subadvisory agreement at
least annually, after the expiration of the initial term. In
reviewing new or existing subadvisory agreements or
modifications to existing subadvisory agreements, a Board will
analyze all factors that it considers to be relevant to its
determination, including the subadvisory fees, the nature,
quality and scope of services to be provided by the subadviser,
the investment performance of the assets managed by the
subadviser in the particular style for which a subadviser is
sought, as well as the subadvisers compliance with federal
securities laws and regulations. JHA and each subadviser will
continue to have a legal duty to provide a Board with
information on all factors pertinent to that Boards
decision regarding the subadvisory arrangement.
Furthermore, operation of a Fund under the proposed manager of
managers structure would not: (1) permit investment
management fees paid by a Fund to JHA to be increased without
shareholder approval, or (2) diminish JHAs
responsibilities to a Fund, including JHAs overall
responsibility for the portfolio management services furnished
by a subadviser. Under the structure, JHA would continue to
supervise and oversee the activities of the subadviser(s) to
each Fund, monitor each subadvisers performance and make
recommendations to a Board about whether its subadvisory
agreement should be continued, modified or terminated. JHA will
only enter into new or materially amended subadvisory agreements
with shareholder approval, to the extent required by applicable
law.
Under the manager of managers structure, a Funds
shareholders would receive notice of, and information pertaining
to, any new subadvisory agreement or any material change to an
existing subadvisory agreement for the Fund. In particular,
shareholders would receive the same information about a new
subadvisory agreement and a new subadviser that they would have
received in a proxy statement related to their approval of a new
subadvisory agreement in the absence of a manager of managers
structure.
Board Approval of
Manager of Managers Structure
At a meeting held on December 8-9, 2008, each Board, including
the Independent Trustees, unanimously approved the use of the
manager of managers structure and determined: (1) that it
would be in the best interests of each Fund and its
shareholders; and (2) to obtain shareholder approval of the
structure. In evaluating this structure, each Board, including
the Independent Trustees, considered various factors and other
information, including the following:
|
|
|
|
1.
|
A manager of managers structure will enable a Board to act more
quickly, with less expense to a Fund, in appointing new
subadvisers when a Board and JHA believe that such appointment
would be in the best interests of the Fund and its shareholders;
|
|
|
2.
|
JHA would continue to be directly responsible for monitoring a
subadvisers compliance with a Funds investment
objective(s) and investment strategies and analyzing the
performance of the subadviser;
|
|
|
3.
|
The management fees paid by the Funds to JHA would remain the
same and any increase would require shareholder
approval; and
|
|
|
4.
|
No subadviser could be appointed, removed or replaced without a
Boards approval and involvement.
|
REQUIRED
VOTE
Shareholders of each Fund (except Classic Value Fund II,
International Classic Value Fund and Small Cap Fund) will vote
separately with respect to Proposal 5. For each such Fund,
approval of Proposal 5 will require the affirmative vote of
a Majority of the Outstanding Voting Securities of that Fund.
If shareholders of a Fund approve the adoption of a manager of
managers structure, this structure is expected to become
effective immediately upon approval and upon disclosure of the
structure in the Funds prospectus.
If shareholders of a Fund do not approve the proposed manager of
managers structure, the structure will not take effect.
Each applicable Board, including all the Independent
Trustees, recommends that shareholders of each such Fund vote
FOR Proposal 5.
50
PROPOSAL 6
REVISION TO MERGER APPROVAL REQUIREMENTS
Introduction
(All
Funds)
Shareholders are being asked to approve an amendment to each
Trusts Declaration of Trust. Section 17 of the 1940
Act prohibits or limits certain transactions between affiliated
funds. On July 26, 2002, the SEC amended
Rule 17a-8
under the 1940 Act to permit mergers of affiliated funds without
shareholder approval in certain circumstances to reduce the need
for affiliated funds to incur the expense of soliciting proxies
when a combination does not raise significant issues for
shareholders. For example,
Rule 17a-8,
as amended, would permit the combination of two small Funds
having the same portfolio managers, the same investment
objectives and the same fee structure in order to achieve
economies of scale and thereby reduce fund expenses borne by
shareholders. The rule still requires a fund board (including a
majority of the independent trustees) to determine that any
combination is in the best interests of the combining funds and
will not dilute the interest of existing shareholders.
Shareholders of an acquired affiliated fund will still be
required to approve a combination that would result in a change
in a fundamental investment policy, a material change to the
terms of an advisory agreement, the institution of or an
increase in
Rule 12b-1
fees or when the board of the surviving fund does not have a
majority of independent trustees who were elected by its
shareholders.
Under Massachusetts law, shareholder approval is not required
for fund mergers, consolidation or sales of assets. Shareholder
approval nevertheless will be obtained for combinations of
affiliated funds when required by
Rule 17a-8.
Shareholder approval will also be obtained for combinations with
unaffiliated funds when deemed appropriate by the Trustees. The
proposed amendment to the Declaration of Trust, consistent with
the amended affiliated fund merger rule, authorizes the Trustees
to approve a merger, consolidation or sale of assets of a Fund
without a shareholder action or approval only if permitted by
the 1940 Act, Massachusetts law and other applicable laws and
regulations. The amendment will provide the Trustees with
increased flexibility to react more quickly to new developments
and changes in competitive and regulatory conditions and, as a
consequence, may result in Funds that operate more efficiently
and economically. If the amendment is approved, the Trustees
will, as stated above, continue to exercise their fiduciary
obligations in approving any combination transaction. The
Trustees will evaluate any and all information reasonably
necessary to make their determination and consider and give
appropriate weight to all pertinent factors in fulfilling the
overall duty of care owed to shareholders.
Article VIII, Section 8.4 of each Declaration of Trust
addresses Merger, Consolidation and Sale of Assets.
If the proposed amendment is approved by shareholders,
Section 8.4 as so amended will provide as follows (new
language is in bold):
Section 8.4 Merger, Consolidation and Sale of
Assets. The Trust or any Series may merge or
consolidate into 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:
(a) 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 and present in person or
by proxy at a meeting of Shareholders, 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 Outstanding
Shares of the Trust or such Series entitled to vote shall be
sufficient authorization; or (b) if deemed appropriate
by a majority of the Trustees, including a majority of the
independent Trustees, without action or approval of the
Shareholders, to the extent consistent with applicable laws and
regulations; 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.
51
REQUIRED
VOTE
Approval of the amendment to each Declaration of Trust will
require the affirmative vote of a Majority of the Outstanding
Voting Securities of each Trust. If the Proposal is approved,
the amendment will become effective upon the later to occur of:
(1) approval of shareholders of the Trust; or (2) the
execution of an amendment to the Declaration of Trust signed by
a majority of the Trustees. If the Proposal is not approved,
this amendment will not be made to the Declaration of Trust.
Each Board, including all the Independent Trustees each
Trust, recommends that shareholders of each Trust vote
FOR Proposal 6.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The firm of PricewaterhouseCoopers LLP (PwC), 125
High Street, Boston, Massachusetts 02110, has been selected as
the independent registered public accounting firm for each Fund
for its fiscal year and served as such for the prior fiscal
period. PwC examines annual financial statements for each Fund,
reviews regulatory filings that include those financial
statements and provides other audit-related, non-audit, and
tax-related services to each Fund. Representatives of PwC are
not expected to be present at the Meeting but have been given
the opportunity to make a statement, if they so desire, and will
be available should any matter arise requiring their
participation.
Audit Fees. These fees represent aggregate
fees billed to a Fund for the last two
12-month
fiscal years (and, in the case of the Funds of Capital Series
and Investment Trust, for each such Funds respective
fiscal period ended October 31, 2008) (the Reporting
Periods) for professional services rendered by PwC for the
audit of each Funds annual financial statements or
services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements
for such period.
Audit-Related Fees. These fees represent the
aggregate fees billed for the Reporting Periods for assurance
and related services by PwC that are reasonably related to the
performance of the audit of each Funds financial
statements and are not reported under Audit Fees,
below. Such fees relate to professional services rendered by PwC
for separate audit reports in connection with
Rule 17f-2
(under the 1940 Act) security counts and fund merger audit
services.
Tax Fees. These fees represent aggregate fees
billed for the Reporting Periods for professional services
rendered by PwC for tax compliance, tax advice and tax planning.
The tax services provided by PwC related to the review of each
Funds federal and state income tax returns, excise tax
calculations and returns and a review of each Funds
calculations of capital gain and income distributions.
All Other Fees. These fees for the Reporting
Periods relate to products and services provided by PwC other
than those reported above under Audit Fees,
Audit-Related Fees and Tax Fees above.
Fees Paid to PwC
for the Last Two Fiscal Years by Funds that Did Not Change
Fiscal Year Ends in 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees
|
|
|
|
Audit Related
Fees
|
|
|
|
Tax
Fees
|
|
|
|
All Other
Fees
|
|
Fund (12-Month
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
End)
|
|
|
Last
FYE
|
|
|
|
Prior
FYE
|
|
|
|
Last
FYE
|
|
|
|
Prior
FYE
|
|
|
|
Last
FYE
|
|
|
|
Prior
FYE
|
|
|
|
Last
FYE
|
|
|
|
Prior
FYE
|
|
Bond (5-31)
|
|
|
$
|
33,050
|
|
|
|
$
|
33,050
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
4,450
|
|
|
|
$
|
4,450
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
California Tax-Free Income
(8-31)
|
|
|
$
|
26,850
|
|
|
|
$
|
26,850
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,400
|
|
|
|
$
|
3,400
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Financial Industries
(10-31)
|
|
|
$
|
32,719
|
|
|
|
$
|
22,350
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,000
|
|
|
|
$
|
3,000
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Global Real Estate
(10-31)
|
|
|
$
|
34,905
|
|
|
|
$
|
12,500
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
1,600
|
|
|
|
$
|
1,600
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Government Income (5-31)
|
|
|
$
|
28,700
|
|
|
|
$
|
28,700
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,600
|
|
|
|
$
|
3,600
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Greater China Opportunities
(10-31)
|
|
|
$
|
31,833
|
|
|
|
$
|
19,000
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,500
|
|
|
|
$
|
3,500
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
|
|
Audit Related
Fees
|
|
|
|
Tax Fees
|
|
|
|
All Other Fees
|
|
Fund (12-Month
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
End)
|
|
|
Last
FYE
|
|
|
|
Prior
FYE
|
|
|
|
Last
FYE
|
|
|
|
Prior
FYE
|
|
|
|
Last
FYE
|
|
|
|
Prior
FYE
|
|
|
|
Last
FYE
|
|
|
|
Prior FYE
|
|
Health Sciences
(10-31)
|
|
|
$
|
36,670
|
|
|
|
$
|
26,300
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,000
|
|
|
|
$
|
3,000
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
High Yield (5-31)
|
|
|
$
|
31,350
|
|
|
|
$
|
31,350
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,950
|
|
|
|
$
|
3,950
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
High Yield Municipal Bond
(8-31)
|
|
|
$
|
25,450
|
|
|
|
$
|
25,450
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,200
|
|
|
|
$
|
3,200
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Investment Grade Bond (5-31)
|
|
|
$
|
25,350
|
|
|
|
$
|
25,350
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,200
|
|
|
|
$
|
3,200
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Massachusetts Tax-Free Income (8-31)
|
|
|
$
|
17,800
|
|
|
|
$
|
17,800
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
2,500
|
|
|
|
$
|
2,500
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Large Cap Select
(12-31)
|
|
|
$
|
19,050
|
|
|
|
$
|
19,050
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
2,250
|
|
|
|
$
|
2,250
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Mid Cap Equity
(10-31)
|
|
|
$
|
25,519
|
|
|
|
$
|
10,000
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
1,050
|
|
|
|
$
|
1,050
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Money Market (3-31)
|
|
|
$
|
28,900
|
|
|
|
$
|
23,900
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,000
|
|
|
|
$
|
3,000
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
New York Tax-Free Income
(8-31)
|
|
|
$
|
17,800
|
|
|
|
$
|
17,800
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
2,500
|
|
|
|
$
|
2,500
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Regional Bank
(10-31)
|
|
|
$
|
41,421
|
|
|
|
$
|
31,050
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,500
|
|
|
|
$
|
3,500
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Small Cap
(10-31)
|
|
|
$
|
26,183
|
|
|
|
$
|
15,850
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
2,000
|
|
|
|
$
|
2,000
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Small Cap Equity
(10-31)
|
|
|
$
|
38,271
|
|
|
|
$
|
27,900
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,950
|
|
|
|
$
|
3,950
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Strategic Income (5-31)
|
|
|
$
|
36,200
|
|
|
|
$
|
36,200
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
5,750
|
|
|
|
$
|
5,750
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Tax-Free Bond (8-31)
|
|
|
$
|
27,600
|
|
|
|
$
|
27,600
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,500
|
|
|
|
$
|
3,500
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Fees Paid to PwC
for the Last Two Fiscal Years Ended December 31, 2007
and the Fiscal Period Ended October 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees
|
|
|
|
Audit Related
Fees
|
|
|
|
Tax
Fees
|
|
|
|
All Other
Fees
|
|
Fund
|
|
|
2006
|
|
|
|
2007
|
|
|
|
2008
|
|
|
|
2006
|
|
|
|
2007
|
|
|
|
2008
|
|
|
|
2006
|
|
|
|
2007
|
|
|
|
2008
|
|
|
|
2006
|
|
|
|
2007
|
|
|
|
2008
|
|
Balanced
|
|
|
$
|
26,250
|
|
|
|
$
|
26,250
|
|
|
|
$
|
36,556
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,300
|
|
|
|
$
|
3,300
|
|
|
|
$
|
3,300
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Classic Value
|
|
|
$
|
18,700
|
|
|
|
$
|
18,700
|
|
|
|
$
|
27,566
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
2,600
|
|
|
|
$
|
2,600
|
|
|
|
$
|
2,600
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Classic Value II
|
|
|
$
|
18,800
|
|
|
|
$
|
18,800
|
|
|
|
$
|
26,523
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
2,500
|
|
|
|
$
|
2,500
|
|
|
|
$
|
1,050
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Global Opportunities
|
|
|
$
|
8,700
|
|
|
|
$
|
8,700
|
|
|
|
$
|
25,263
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
2,350
|
|
|
|
$
|
2,350
|
|
|
|
$
|
1,050
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
International Classic Value
|
|
|
$
|
18,800
|
|
|
|
$
|
18,800
|
|
|
|
$
|
35,024
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
2,500
|
|
|
|
$
|
2,500
|
|
|
|
$
|
2,600
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Large Cap Equity
|
|
|
$
|
30,500
|
|
|
|
$
|
30,500
|
|
|
|
$
|
37,607
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,900
|
|
|
|
$
|
3,900
|
|
|
|
$
|
3,900
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Small Cap Intrinsic Value
|
|
|
$
|
8,700
|
|
|
|
$
|
8,700
|
|
|
|
$
|
24,763
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
2,350
|
|
|
|
$
|
2,350
|
|
|
|
$
|
1,050
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Sovereign Investors
|
|
|
$
|
31,300
|
|
|
|
$
|
31,300
|
|
|
|
$
|
44,232
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
4,000
|
|
|
|
$
|
4,000
|
|
|
|
$
|
4,000
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
U.S. Global Leaders Growth
|
|
|
$
|
19,300
|
|
|
|
$
|
19,300
|
|
|
|
$
|
28,667
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
3,000
|
|
|
|
$
|
3,000
|
|
|
|
$
|
3,000
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
The SECs auditor independence rules require each
Trusts Audit Committee to pre-approve: (a) all audit
and permissible non-audit services provided by PwC directly to
the Fund; and (b) those permissible non-audit services
provided by PwC to the Adviser (not including any subadviser
whose role is primarily portfolio management and is
sub-contracted with or overseen by another investment adviser)
and any entity controlling, controlled by or under common
control with the Adviser that provides ongoing services to the
Fund (the Affiliated Service Providers), if the
services relate directly to the operations and financial
reporting of the
53
Fund. Each Audit Committee has adopted policies and procedures
regarding the pre-approval of audit and non-audit services by
PwC). The procedures are designed to assure that these services
do not impair PwCs independence. The procedures also
require each Audit Committee to pre-approve non-audit services
provided by PwC to MFC (or any subsidiary thereof) where such
services provided have a direct impact on the operations or
financial reporting of the Fund, as further assurance that such
services do not impair PwCs independence. The procedures
follow two different approaches to pre-approving services:
(1) proposed services may be pre-approved (general
pre-approval); or (2) proposed services require
specific pre-approval (specific pre-approval).
Unless a type of service provided by PwC has received general
pre-approval, it will require specific pre-approval by the
relevant Audit Committee. The procedures describe the audit,
audit-related, tax and all other services that have been
pre-approved by an Audit Committee. Each Audit Committee
annually reviews these services and the amount of fees for each
such service that have been pre-approved. Each Audit Committee
may delegate pre-approval authority to its chairperson. The
procedures identify as prohibited services those services which,
if performed by PwC, would result in PwC losing its independence.
The following tables show the aggregate non-audit fees billed by
PwC for non-audit services rendered to the Funds, the Adviser
and the Affiliated Service Providers for the indicated fiscal
year and period ends.
Non-Audit Fees
for Funds that Did Not Change Fiscal Year Ends in 2008
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
End
|
|
|
2007
|
|
|
2008
|
March 31
|
|
|
$
|
875,192
|
|
|
|
$
|
1,354,936
|
|
|
May 31
|
|
|
$
|
3,285,809
|
|
|
|
$
|
1,367,498
|
|
|
August 31
|
|
|
$
|
1,699,335
|
|
|
|
$
|
877,545
|
|
|
October 31
|
|
|
$
|
1,424,769
|
|
|
|
$
|
4,609,372
|
|
|
Non-Audit Fees
for Funds that Changed Fiscal Year Ends in 2008
|
|
|
|
|
|
|
FYE
12-31-06
|
|
|
FYE
12-31-07
|
|
|
FPE
10-31-08
|
$900,942
|
|
|
$1,579,573
|
|
|
$4,610,322
|
|
During the Reporting Periods, PwC billed no fees that an Audit
Committee was required to pre-approve pursuant to paragraph
(c)(7)(i)(C) of
Rule 2-01
of
Regulation S-X.
Each Audit Committee has considered whether the provision of
non-audit services that were rendered to Affiliated Service
Providers that were not pre-approved pursuant to paragraph
(c)(7)(ii) of
Rule 2-01
of
Regulation S-X
is compatible with maintaining PwCs independence. For the
Reporting Periods, there were no non-audit fees billed by PwC
for services rendered to the Affiliated Service Providers.
SHAREHOLDERS AND
VOTING INFORMATION
Shares of the Funds are offered to the public, including various
institutional investors. Only shares of a particular Fund are
entitled to vote on matters that affect only the interests of
that Fund.
As of the Record Date, the Class NAV shares of the Funds,
as applicable, were held principally by the Lifestyle
Portfolios, the Lifecycle Portfolios and the Absolute Return
Portfolio, which are portfolios of JHF II, a separate series
investment company in the John Hancock Fund Complex
(collectively, the Funds of Funds), each of which
operates as a fund of funds and invests in shares of other
registered investment companies, including the Funds. No JHF II
Fund exercises any discretion in voting the shares of the Funds
held by the Funds of Funds.
For purposes of the 1940 Act, any person who owns
beneficially more than 25% of any class of the
outstanding shares of a Fund is presumed to control
that class of shares of the Fund. Shares are generally deemed to
be beneficially owned by a person who has the power to vote or
dispose of the shares. Consequently, an entity that is deemed to
have the power to vote or dispose of more than 25% of the shares
of
54
any class of shares of a Fund will be presumed to control that
class of shares of a Fund. As currently operated, the Funds of
Funds have no power to exercise any discretion in voting the
shares of underlying Funds, and the power to dispose of the
shares resides not with the Funds of Funds or with the Funds but
rather with the subadviser to the Fund of Funds as a result of
its advisory arrangements. Under these circumstances, the Funds
do not view a Fund of Funds as being the beneficial owner of
shares of underlying Funds for purposes of the 1940 Act
presumption of control.
Information as to the number of shares outstanding for each
Fund, and share ownership of each Fund, as of the Record Date or
such other recent date as may be indicated, is set forth in
Appendix F (Outstanding Shares and Share
Ownership) to this Proxy Statement.
Each Fund will furnish, without charge, a copy of its most
recent annual report and semi-annual report to any shareholder
upon request. To obtain a report, please contact the relevant
Fund by calling
1-800-225-5291
(TDD
1-800-554-6713)
or by writing to the Fund at 601 Congress Street, Boston,
Massachusetts 02210, Attn.: Gordon Shone. These reports are also
available on the Internet at www.jhfunds.com.
Voting
Procedures
Proxies may be revoked at any time prior to the voting of the
shares represented thereby by: submitting to the Trusts a
written notice of revocation or a subsequently executed proxy;
by calling the toll-free telephone number; or attending the
Meeting and voting in person. All valid proxies will be voted
in accordance with specifications thereon, or in the absence of
specifications, for approval of all applicable proposals.
Quorum. Shareholders of record at the close
of business on the Record Date will be entitled to vote at the
Meeting or any adjournment of the Meeting. The holders of a
majority of the outstanding shares of a Trust at the close of
business on that date present in person or by proxy will
constitute a quorum for the Meeting. A Majority of the
Outstanding Voting Securities of a Trust or a Fund, as
applicable, is required to approve a proposal, except as
otherwise stated herein.
Shareholders are entitled to one vote for each share held and
fractional votes for fractional shares held. No shares have
cumulative voting rights.
In the event the necessary quorum to transact business or the
vote required to approve a proposal is not obtained at the
Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting with respect to one or more
proposals in accordance with applicable law to permit further
solicitation of proxies. Any adjournment of the Meeting will
require the affirmative vote of the holders of a majority of a
Trusts shares cast at the Meeting, and any adjournment
with respect to a proposal will require the affirmative vote of
the holders of a majority of the shares entitled to vote on the
proposal cast at the Meeting. The persons named as proxies will
vote for or against any adjournment in their discretion.
Abstentions and Broker Non-Votes. If a
proxy is marked with an abstention or represents a broker
non-vote (that is, a proxy from a broker or nominee
indicating that such person has not received instructions from
the beneficial owner or other person entitled to vote Fund
shares on a particular matter with respect to which the broker
or nominee does not have a discretionary power), the Fund shares
represented thereby will be considered to be present at the
Meeting for purposes of determining the existence of a quorum
but will not be counted as votes cast with respect to a
proposal. Therefore, with respect to a proposal that requires
for its approval a Majority of the Outstanding Voting Securities
(Proposals 2 through 6), abstentions and broker non-votes
have the same effect as a vote against the proposal.
In this Proxy Statement, the term Majority of the
Outstanding Voting Securities means the affirmative vote
of the lesser of:
|
|
|
|
(1)
|
67% or more of the voting securities of a Trust or a Fund, as
applicable, present at the Meeting, if the holders of more than
50% of the outstanding voting securities of a Trust or a Fund,
as applicable, are present in person or by proxy; or
|
|
|
(2)
|
more than 50% of the outstanding voting securities of a Trust or
a Fund, as applicable.
|
55
Cost of Preparation and Distribution of Proxy
Materials. The costs of the preparation of these
proxy materials and their distribution will be borne by the
Funds, allocated among them on the basis of their relative net
assets.
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 a Trust; by personnel of a Funds investment
adviser, JHA, and its transfer agent, Signature Services; or by
broker-dealer firms. Signature Services, together with D.F.
King & Co., Inc., a third party solicitation firm, has
agreed to provide proxy solicitation services to the Funds at a
cost of approximately $800,000. The Funds will pay the costs of
preparing, mailing and soliciting proxies, including payments to
unaffiliated solicitation firms.
Fund Voting. Shares of all Funds of each
Trust will vote in the aggregate and not separately by Fund or
class of shares with respect to the election of Trustees
(Proposal 1) and the revision of the Trusts
merger approval procedures (Proposal 6). Shares of the
applicable Fund or Funds will vote separately, and in the
aggregate and not by class of shares, on the proposals with
respect to amendments to the Advisory Agreement
(Proposal 2), to the fundamental investment policies and
restrictions of the Funds (Proposal 3) and to the
adoption of a Manager of Managers Structure (Proposal 5).
Shares of the Funds will vote separately, and individually by
class of shares on the proposal with respect to the Amendment of
the 12b-1
Plans (Proposal 4).
Telephone
Voting
In addition to soliciting proxies by mail, by fax or in person,
the Trusts may also arrange to have votes recorded by telephone
by officers and employees of the Trusts or by the personnel of
the Adviser, the transfer agent or Signature Services. The
telephone voting procedure is designed to verify a
shareholders identity, to allow a shareholder to authorize
the voting of shares in accordance with the shareholders
instructions and to confirm that the voting instructions have
been properly recorded.
A shareholder will be called on a recorded line at the telephone
number in a Trusts account records and will be asked to
provide certain identifying information.
The shareholder will then be given an opportunity to authorize
proxies to vote his or her shares at the Meeting in accordance
with the shareholders instructions.
Alternatively, a shareholder may call a Trusts Voice
Response Unit to vote by taking the following steps:
|
|
|
|
|
Read the Proxy Statement and have your proxy card at hand.
|
|
|
|
Call the toll-free-number located on your proxy card.
|
|
|
|
Follow recorded instructions.
|
With both methods of telephone voting, to ensure that the
shareholders instructions have been recorded correctly,
the shareholder will also receive a confirmation of the voting
instructions. 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.
Internet
Voting
You will also have the opportunity to submit your voting
instructions via the Internet by utilizing a program provided
through a vendor. Voting via the Internet will not affect your
right to vote in person if you decide to attend the Meeting. Do
not mail the proxy card if you are voting via the Internet. To
vote via the Internet, you will need the control
number that appears on your proxy card. These Internet
voting procedures are designed to authenticate shareholder
identities, to allow shareholders to give their voting
instructions and to confirm that shareholders instructions
have been recorded properly. If you are voting via the Internet,
you should understand that there may be costs associated with
electronic access, such as usage charges from Internet access
providers and telephone companies, which costs you must bear.
56
To vote via the Internet:
|
|
|
|
|
Read the Proxy Statement and have your proxy card(s) at hand.
|
|
|
|
Go to the Web site on the proxy card.
|
|
|
|
Enter the control number found on your proxy card.
|
|
|
|
Follow the instructions on the Web site. Please call us at
1-800-225-5291
if you have any problems.
|
|
|
|
To ensure that your instructions have been recorded correctly,
you will receive a confirmation of your voting instructions
immediately after your submission and also by
e-mail, if
chosen.
|
OTHER
MATTERS
No Board knows of any matters to be presented at the Meeting
other than those described in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented
by proxies will be voted in accordance with the best judgment of
the person or persons voting the proxies.
No Trust is required to hold annual meetings of shareholders
and, therefore, it cannot be determined when the next meeting of
shareholders will be held. Shareholder proposals to be presented
at any future meeting of shareholders of that Trust must be
received by a Trust a reasonable time before that Trusts
solicitation of proxies for that meeting in order for such
proposals to be considered for inclusion in the proxy materials
related to that meeting.
BY ORDER OF THE
BOARDS OF TRUSTEES
February 6,
2009,
Boston, Massachusetts
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON
ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD(S)
IN THE ENCLOSED ENVELOPE OR, ALTERNATIVELY, TO VOTE BY
TOUCH-TONE TELEPHONE OR THE INTERNET.
57
APPENDICES
PROXY STATEMENT
OF
JOHN HANCOCK BOND TRUST
JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
JOHN HANCOCK CAPITAL SERIES
JOHN HANCOCK CURRENT INTEREST
JOHN HANCOCK EQUITY TRUST
JOHN HANCOCK INVESTMENT TRUST
JOHN HANCOCK INVESTMENT TRUST II
JOHN HANCOCK INVESTMENT TRUST III
JOHN HANCOCK MUNICIPAL SECURITIES TRUST
JOHN HANCOCK SERIES TRUST
JOHN HANCOCK SOVEREIGN BOND FUND
JOHN HANCOCK STRATEGIC SERIES
JOHN HANCOCK TAX-EXEMPT SERIES FUND
JOHN HANCOCK WORLD FUND
SPECIAL JOINT
MEETING OF SHAREHOLDERS TO BE HELD APRIL 16, 2009
|
|
|
Appendix A
|
|
Procedures for the Selection of Independent Trustees
|
|
|
|
Appendix B
|
|
Proposed New Form of Advisory Agreement
|
|
|
|
Appendix C
|
|
Additional Information about the Adviser and the Advisory
Agreements
|
|
|
|
Appendix D
|
|
Advisory Fee Schedules and Comparable Funds Managed by the
Adviser
|
|
|
|
Appendix E
|
|
Form of Amended 12b-1 Plan
|
|
|
|
Appendix F
|
|
Outstanding Shares and Share Ownership
|
58
APPENDIX A
JOHN HANCOCK
FUNDS
PROCEDURES FOR
THE SELECTION OF INDEPENDENT TRUSTEES
1. Nominees should have a
reputation for integrity, honesty and adherence to high ethical
standards.
2. Nominees should have
demonstrated business acumen, experience and ability to exercise
sound judgments in matters that relate to the current and
long-term objectives of the funds and should be willing and able
to contribute positively to the decision-making process of the
funds.
3. Nominees should have a
commitment to understand the funds, and the responsibilities of
a trustee/director of an investment company and to regularly
attend and participate in meetings of the Board and its
committees.
4. Nominees should have the ability
to understand the sometimes conflicting interests of the various
constituencies of the funds, including shareholders and the
management company, and to act in the interests of all
shareholders.
5. Nominees should not have, nor
appear to have, a conflict of interest that would impair their
ability to represent the interests of all the shareholders and
to fulfill the responsibilities of a director/trustee.
Application of
Criteria to Existing Trustees
The renomination of existing Trustees should not be viewed as
automatic, but should be based on continuing qualification under
the criteria set forth above. In addition, the Nominating,
Governance and Administration Committee (the
Committee) shall consider the existing
Trustees performance on the Board and any committee.
Review of
Shareholder Nominations
Any shareholder nomination must be submitted in compliance with
all of the pertinent provisions of
Rule 14a-8
under the Securities Exchange Act of 1934 in order to be
considered by the Committee. In evaluating a nominee recommended
by a shareholder, the Committee, in addition to the criteria
discussed above, may consider the objectives of the shareholder
in submitting that nomination and whether such objectives are
consistent with the interests of all shareholders. If the Board
determines to include a shareholders candidate among the
slate of its designated nominees, the candidates name will
be placed on the funds proxy card. If the Board determines
not to include such candidate among its designated nominees, and
the shareholder has satisfied the requirements of
Rule 14a-8,
the shareholders candidate will be treated as a nominee of
the shareholder who originally nominated the candidate. In that
case, the candidate will not be named on the proxy card
distributed with the funds proxy statement.
As long as an existing Independent Trustee continues, in the
opinion of the Committee, to satisfy the criteria listed above,
the Committee generally would favor the re-nomination of an
existing Trustee rather than a new candidate. Consequently,
while the Committee will consider nominees recommended by
shareholders to serve as trustees, the Committee may only act
upon such recommendations if there is a vacancy on the Board, or
the Committee determines that the selection of a new or
additional Trustee is in the best interests of the fund. In the
event that a vacancy arises or a change in Board membership is
determined to be advisable, the Committee will, in addition to
any shareholder recommendations, consider candidates identified
by other means, including candidates proposed by members of the
Committee. The Committee may retain a consultant to assist the
Committee in a search for a qualified candidate.
A-1
APPENDIX B
JOHN HANCOCK
RETAIL FUNDS
FORM OF
ADVISORY AGREEMENT
Advisory Agreement
dated ,
2009, between John
Hancock ,
a Massachusetts business trust (the Trust), and John
Hancock Advisers, LLC, a Delaware limited liability company
(JHA or the Adviser). In consideration
of the mutual covenants contained herein, the parties agree as
follows:
|
|
1.
|
APPOINTMENT OF
ADVISER
|
The Trust hereby appoints JHA, subject to the supervision of the
Trustees of the Trust and the terms of this Agreement, as the
investment adviser for each of the funds of the Trust specified
in Appendix A to this Agreement as it shall be amended by
the Adviser and the Trust from time to time (the
Funds). The Adviser accepts such appointment and
agrees to render the services and to assume the obligations set
forth in this Agreement commencing on its effective date. The
Adviser will be an independent contractor and will have no
authority to act for or represent the Trust in any way or
otherwise be deemed an agent unless expressly authorized in this
Agreement or another writing by the Trust and the Adviser.
|
|
a. |
Subject to the general supervision of the Trustees of the Trust
and the terms of this Agreement, the Adviser will at its own
expense, except as noted below, select and contract with
investment subadvisers (Subadvisers) to manage the
investments and determine the composition of the assets of the
Funds; provided, that any contract with a Subadviser (a
Subadvisory Agreement) shall be in compliance with
and approved as required by the Investment Company Act of 1940,
as amended (the 1940 Act), except for such
exemptions therefrom as may be granted to the Trust or the
Adviser. Subject always to the direction and control of the
Trustees of the Trust, the Adviser will monitor each
Subadvisers management of the Funds investment
operations in accordance with the investment objectives and
related investment policies, as set forth in the Trusts
registration statement with the Securities and Exchange
Commission, of any Fund or Funds under the management of such
Subadviser, and review and report to the Trustees of the Trust
on the performance of such Subadviser.
|
b. The Adviser shall furnish to the
Trust the following:
|
|
|
|
i.
|
Office and Other Facilities. The Adviser
shall furnish to the Trust office space in the offices of the
Adviser or in such other place as may be agreed upon by the
parties hereto from time to time, and all necessary office
facilities and equipment.
|
|
|
ii.
|
Trustees and Officers. The Adviser agrees to
permit individuals who are directors, officers or employees of
the Adviser to serve (if duly elected or appointed) as Trustees
or President of the Trust without remuneration from or other
cost to the Trust.
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iii.
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Investment Personnel. The Adviser shall
furnish to the Trust any personnel necessary for the oversight
and/or
conduct of the investment operations of the Trust. For the
elimination of doubt, however, the Adviser shall not be
obligated to furnish to the Trust pursuant to this Agreement
personnel for the performance of functions: (a) related to
and to be performed under any other separate contract from
time-to-time in effect between the Trust and the Adviser or
another party for legal, accounting, administrative and other
any other non-investment related services; (b) related to
and to be performed under the Trust contract for custodial,
bookkeeping, transfer and dividend disbursing agency services by
the bank or other financial institution selected to perform such
services; or (c) related to the investment subadvisory
services to be provided by any Subadviser pursuant to a
Subadvisory Agreement.
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iv.
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Reports to Trust. The Adviser shall furnish
to, or place at the disposal of, the Trust such information,
reports, valuations, analyses and opinions as the Trust may, at
any time or from time to time, reasonably request or as the
Adviser may deem helpful to the Trust, provided that the
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B-1
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expenses associated with any such materials furnished by the
Adviser at the request of the Trust shall be borne by the Trust.
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c. |
In addition to negotiating and contracting with Subadvisers as
set forth in section (2)(a) of this Agreement and providing
facilities, personnel and services as set forth in section
(2)(b), the Adviser will pay the compensation of the President
and Trustees of the Trust who are also directors, officers or
employees of the Adviser or its affiliates.
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d. |
With respect to any one or more of the Funds named in
Appendix A, the Adviser may elect to manage the investments
and determine the composition of the assets of the Funds,
subject to the approval of the Trustees of the Trust. In the
event of such election, the Adviser, subject always to the
direction and control of the Trustees of the Trust, will manage
the investments and determine the composition of the assets of
the Funds in accordance with the Trusts registration
statement, as amended. In fulfilling its obligations to manage
the investments and reinvestments of the assets of the Funds,
the Adviser:
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i.
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will obtain and evaluate pertinent economic, statistical,
financial and other information affecting the economy generally
and individual companies or industries the securities of which
are included in the Funds or are under consideration for
inclusion in the Funds;
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ii.
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will formulate and implement a continuous investment program for
each Fund consistent with the investment objectives and related
investment policies for each such Fund as described in the
Trusts registration statement, as amended;
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iii.
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will take whatever steps are necessary to implement these
investment programs by the purchase and sale of securities
including the placing of orders for such purchases and sales;
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iv.
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will regularly report to the Trustees of the Trust with respect
to the implementation of these investment programs;
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v.
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will provide assistance to the Trusts Custodian regarding
the fair value of securities held by the Funds for which market
quotations are not readily available;
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vi.
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will furnish, at its expense: (i) all necessary investment
and management facilities, including salaries of personnel
required for it to execute its duties faithfully; and
(ii) administrative facilities, including bookkeeping,
clerical personnel and equipment necessary for the efficient
conduct of the investment affairs of the Funds (excluding any
such services that are the subject of a separate agreement as
may from time to time be in effect between the Trust and the
Adviser or another party);
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vii.
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will select brokers and dealers to effect all transactions
subject to the following conditions: the Adviser will place all
necessary orders with brokers, dealers, or issuers, and will
negotiate brokerage commissions if applicable; the Adviser is
directed at all times to seek to execute brokerage transactions
for the Funds in accordance with such policies or practices as
may be established by the Trustees and described in the
Trusts registration statement as amended; the Adviser may
pay a broker-dealer which provides research and brokerage
services a higher spread or commission for a particular
transaction than otherwise might have been charged by another
broker-dealer, if the Adviser determines that the higher spread
or commission is reasonable in relation to the value of the
brokerage and research services that such broker-dealer
provides, viewed in terms of either the particular transaction
or the Advisers overall responsibilities with respect to
accounts managed by the Adviser; and the Adviser may use for the
benefit of its other clients, or make available to companies
affiliated with the Adviser for the benefit of such companies or
their clients, any such brokerage and research services that the
Adviser obtains from brokers or dealers;
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viii.
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to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, on occasions when the
Adviser deems the purchase or sale of a security to be in the
best interest of the Fund as well as other clients of the
Adviser, aggregate the securities to be purchased or sold to
attempt to obtain a more favorable price or lower brokerage
commissions
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B-2
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and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in the
manner the Adviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to its
other clients;
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ix.
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will maintain all accounts, books and records with respect to
the Funds as are required of an investment adviser of a
registered investment company pursuant to the 1940 Act and the
Investment Advisers Act of 1940, as amended (the Advisers
Act) and the rules thereunder; and
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x.
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will vote all proxies received in connection with securities
held by the Funds.
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3.
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EXPENSES ASSUMED
BY THE TRUST
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The Trust will pay all expenses of its organization, operations
and business not specifically assumed or agreed to be paid by
the Adviser, as provided in this Agreement, or by a Subadviser,
as provided in a Subadvisory Agreement. Without limiting the
generality of the foregoing, in addition to certain expenses
described in section 2 above, the Trust shall pay or
arrange for the payment of the following:
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a.
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Edgarization, Printing and Mailing. Costs of
edgarization, printing and mailing (i) all registration
statements (including all amendments thereto) and
prospectuses/statements of additional information (including all
supplements thereto), all annual, semiannual and periodic
reports to shareholders of the Trust, regulatory authorities or
others, (ii) all notices and proxy solicitation materials
furnished to shareholders of the Trust or regulatory authorities
and (iii) all tax returns;
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b.
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Compensation of Officers and Trustees.
Compensation of the officers and Trustees of the Trust (other
than persons serving as President or Trustee of the Trust who
are also directors, officers or employees of the Adviser or its
affiliates);
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c.
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Registration and Filing Fees. Registration,
filing, blue-sky and other fees in connection with requirements
of regulatory authorities, including, without limitation, all
fees and expenses of registering and maintaining the
registration of the Trust under the 1940 Act and the
registration of the Trusts shares under the Securities Act
of 1933, as amended;
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d.
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Custodial Services. The charges and expenses
of the custodian appointed by the Trust for custodial services;
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e.
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Accounting Fees. The charges and expenses of
the independent accountants retained by the Trust;
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f.
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Legal, Accounting and Administrative
Services. The charges and expenses of the
Adviser or any other party pursuant to any separate contract
with the Trust from time to time in effect with respect to the
provision of legal services (including registering and
qualifying Fund shares with regulatory authorities), as well as
accounting, administrative and any other non-investment related
services;
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g.
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Transfer, Bookkeeping and Dividend Disbursing
Agents. The charges and expenses of any
transfer, bookkeeping and dividend disbursing agents appointed
by the Trust;
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h.
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Commissions. Brokers commissions and
issue and transfer taxes chargeable to the Trust in connection
with securities transactions to which the Trust is a party;
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i.
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Taxes. Taxes and corporate fees payable by
the Trust to federal, state or other governmental agencies and
the expenses incurred in the preparation of all tax returns;
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j.
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Stock Certificates. The cost of stock
certificates, if any, representing shares of the Trust;
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k.
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Membership Dues. Association membership dues,
as explicitly approved by the Trustees;
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l.
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Insurance Premiums. Insurance premiums for
fidelity, errors and omissions, directors and officers and other
coverage;
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m.
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Shareholders and Trustees Meetings. Expenses
of shareholders and Trustees meetings;
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B-3
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n.
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Pricing. Pricing of the Trust Funds and
shares, including the cost of any equipment or services used for
obtaining price quotations and valuing Trust portfolio
investments;
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o.
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Interest. Interest on borrowings;
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p.
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Communication Equipment. All charges for
equipment or services used for communication between the Adviser
or the Trust and the custodian, transfer agent or any other
agent selected by the Trust; and
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q.
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Nonrecurring and Extraordinary Expense. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Trust is, or is
threatened to be made, a party and the expenses the Trust may
incur as a result of its legal obligation to provide
indemnification to its Trustees, officers, agents and
shareholders.
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4.
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COMPENSATION OF
ADVISER
|
Subject to the provisions of section 2(d) of this
Agreement, the Adviser shall be entitled to a fee with respect
to each Fund, accrued and paid daily, at such annual percentage
rates, as specified in Appendix A to this Agreement, of the
average daily net asset value of the Fund.
The services of the Adviser to the Trust are not to be deemed to
be exclusive, and the Adviser shall be free to render investment
advisory or other services to others (including other investment
companies) and to engage in other activities. It is understood
and agreed that the directors, officers and employees of the
Adviser are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from
serving as partners, officers, directors, trustees or employees
of any other firm or corporation, including other investment
companies.
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6.
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SUPPLEMENTAL
ARRANGEMENTS
|
The Adviser may enter into arrangements with other persons
affiliated with the Adviser to better enable it to fulfill its
obligations under this Agreement for the provision of certain
personnel and facilities to the Adviser.
It is understood that Trustees, officers, agents and
shareholders of the Trust are or may be interested in the
Adviser as directors, officers, stockholders, or otherwise; that
directors, officers, agents and stockholders of the Adviser are
or may be interested in the Trust as Trustees, officers,
shareholders or otherwise; that the Adviser may be interested in
the Trust; and that the existence of any such dual interest
shall not affect the validity hereof or of any transactions
hereunder except as otherwise provided in the Agreement and
Declaration of Trust of the Trust or the organizational
documents of the Adviser or by specific provision of applicable
law.
The Adviser shall submit to all regulatory and administrative
bodies having jurisdiction over the services provided pursuant
to this Agreement any information, reports or other material
which any such body by reason of this Agreement may request or
require pursuant to applicable laws and regulations.
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9.
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DURATION AND
TERMINATION OF AGREEMENT
|
This Agreement shall become effective on the later of
(i) its execution and (ii) the date of the meeting of
the shareholders of the Trust, at which meeting this Agreement
is approved by the vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the
Funds. The Agreement will continue in effect for a period more
than two years from the date of its execution only so long as
such continuance is specifically approved at least annually
either by the Trustees of the Trust or by the vote of a majority
of the outstanding voting securities of the Trust provided that
in either event such continuance shall also be approved by the
vote of a majority of the Trustees of the Trust who are not
interested persons (as defined in the 1940 Act) of
any
B-4
party to this Agreement cast in person at a meeting called for
the purpose of voting on such approval. The required shareholder
approval of the Agreement or of any continuance of the Agreement
shall be effective with respect to any Fund if a majority of the
outstanding voting securities of that Fund votes to approve the
Agreement or its continuance, notwithstanding that the Agreement
or its continuance may not have been approved by a majority of
the outstanding voting securities of (a) any other Fund
affected by the Agreement or (b) all the Funds of the Trust.
Following the effectiveness of the Agreement with respect to any
Fund, if the Agreement terminates with respect to such Fund
because the shareholders of such Fund fail to provide any
requisite approval under the 1940 Act for the continued
effectiveness of the Agreement, the Adviser will continue to act
as investment adviser with respect to such Fund pending the
required approval of the Agreement or its continuance or of a
new contract with the Adviser or a different adviser or other
definitive action; provided, that the compensation received by
the Adviser in respect of such Fund during such period will be
no more than its actual costs incurred in furnishing investment
advisory and management services to such Fund or the amount it
would have received under the Agreement in respect of such Fund,
whichever is less; provided further, for the elimination of
doubt, the failure of shareholders of any Fund to approve a
proposed amendment to the Agreement is not a termination of the
Agreement with respect to such Fund and, in such event, the
Agreement shall continue with respect to such Fund as previously
in force and effect.
This Agreement may be terminated at any time, without the
payment of any penalty, by the Trustees of the Trust, by the
vote of a majority of the outstanding voting securities of the
Trust, or with respect to any Fund by the vote of a majority of
the outstanding voting securities of the Fund, on sixty
days written notice to the Adviser, or by the Adviser on
sixty days written notice to the Trust. This Agreement
will automatically terminate, without payment of any penalty, in
the event of its assignment (as defined in the 1940
Act).
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10.
|
PROVISION OF
CERTAIN INFORMATION BY ADVISER.
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The Adviser will promptly notify the Trust in writing of the
occurrence of any of the following:
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a.
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the Adviser fails to be registered as an investment adviser
under the Advisers Act or under the laws of any jurisdiction in
which the Adviser is required to be registered as an investment
adviser in order to perform its obligations under this Agreement;
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b.
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the Adviser is served or otherwise receives notice of any
action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public board or body, involving
the affairs of the Trust; and
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c.
|
the chief executive officer or managing member of the Adviser or
the portfolio manager of any Fund changes.
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11.
|
AMENDMENTS TO THE
AGREEMENT
|
This Agreement may be amended by the parties only if such
amendment is specifically approved by the vote of a majority of
the outstanding voting securities of each of the Funds affected
by the amendment and by the vote of a majority of the Trustees
of the Trust who are not interested persons of any party to this
Agreement cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval shall
be effective with respect to any Fund if a majority of the
outstanding voting securities of that Fund vote to approve the
amendment, notwithstanding that the amendment may not have been
approved by a majority of the outstanding voting securities of
(a) any other Fund affected by the amendment or
(b) all the Funds of the Trust.
This Agreement contains the entire understanding and agreement
of the parties.
B-5
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part
hereof.
All notices required to be given pursuant to this Agreement
shall be delivered or mailed to the last known business address
of the Trust or Adviser in person or by registered mail or a
private mail or delivery service providing the sender with
notice of receipt. Notice shall be deemed given on the date
delivered or mailed in accordance with this section.
Should any portion of this Agreement for any reason be held to
be void in law or in equity, the Agreement shall be construed,
insofar as is possible, as if such portion had never been
contained herein.
The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of The Commonwealth of
Massachusetts, or any of the applicable provisions of the 1940
Act. To the extent that the laws of The Commonwealth of
Massachusetts, or any of the provisions in this Agreement,
conflict with applicable provisions of the 1940 Act, the latter
shall control.
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17.
|
NAME OF THE
TRUST AND FUNDS
|
The Trust, on behalf of itself and with respect to any Fund, may
use the name John Hancock or any name or names
derived from or similar to the names John Hancock
Investment Management Services, LLC, John Hancock
Life Insurance Company or John Hancock Financial
Services, Inc. only for so long as this Agreement remains
in effect as to the Trust or the particular Fund. At such time
as this Agreement shall no longer be in effect as to the Trust
or a particular Fund, the Trust or the particular Fund, as the
case may be, will (to the extent it lawfully can) cease to use
such a name or any other name indicating that the Trust or the
particular Fund is advised by or otherwise connected with the
Adviser. The Trust acknowledges that it has adopted the name
John Hancock Funds III through permission of John Hancock
Life Insurance Company, a Massachusetts insurance company, and
agrees that John Hancock 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 or names to any other corporation or entity,
including but not limited to any investment company of which
John Hancock Life Insurance Company or any subsidiary or
affiliate thereof shall be the investment adviser.
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18.
|
LIMITATION OF
LIABILITY UNDER THE DECLARATION OF TRUST
|
The Declaration of Trust establishing the Trust,
dated , ,
a copy of which, together with all amendments thereto (the
Declaration), is on file in the office of the
Secretary of The Commonwealth of Massachusetts, provides that no
Trustee, shareholder, officer, employee or agent of the Trust
shall be subject to any personal liability in connection with
Trust property or the affairs of the Trust and that all persons
should shall look solely to the Trust property or to the
property of one or more specific Funds for satisfaction of
claims of any nature arising in connection with the affairs of
the Trust.
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19.
|
LIABILITY OF THE
ADVISER
|
In the absence of (a) willful misfeasance, bad faith or
gross negligence on the part of the Adviser in performance of
its obligations and duties hereunder, (b) reckless
disregard by the Adviser of its obligations and duties
hereunder, or (c) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for
services (in which case any award of damages shall be limited to
the period and the amount set forth in Section 36(b)(3) of
the 1940 Act), the Adviser shall not be subject to any liability
whatsoever to the Trust, or to any shareholder for any error of
judgment, mistake of law or any other act or omission in the
course
B-6
of, or connected with, rendering services hereunder including,
without limitation, for any losses that may be sustained in
connection with the purchase, holding, redemption or sale of any
security on behalf of a Fund.
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a. |
To the fullest extent permitted by applicable law, the Trust
shall, on behalf of each Fund, indemnify the Adviser, its
affiliates and the officers, directors, employees and agents of
the Adviser and its affiliates (each an indemnitee)
against any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit relating to the
particular Fund and not resulting from the willful misfeasance,
bad faith, gross negligence, or reckless disregard of the
indemnitee in the performance of the obligations and duties of
the indenmitees office. The federal and state securities
laws impose liabilities under certain circumstances on persons
who act in good faith, and therefore nothing in this Agreement
will waive or limit any rights that the Trust or a Fund may have
under those laws. An indemnitee will not confess any claim or
settle or make any compromise in any instance in which the Trust
will be asked to provide indemnification, except with the
Trusts prior written consent. Any amounts payable by the
Trust under this section shall be satisfied only against the
assets of the particular Fund(s) involved in the claim, demand,
action or suit and not against the assets of any other Fund(s)
of the Trust.
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b. |
Any indemnification or advancement of expenses made in
accordance with this section shall not prevent the recovery from
any indemnitee of any amount if the indemnitee subsequently is
determined in a final judicial decision on the merits in any
action, suit, investigation or proceeding involving the
liability or expense that gave rise to the indemnification to be
liable to a Fund or its shareholders by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of the indemnitees
office.
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c. |
The rights of indemnification provided in this section shall not
be exclusive of or affect any other rights to which any person
may be entitled by contract or otherwise under law. Nothing
contained in this section shall affect the power of a Fund to
purchase and maintain liability insurance on behalf of the
Adviser or any indemnitee.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed under seal by their duly authorized
officers as of the date first mentioned above.
JOHN HANCOCK
Name
JOHN HANCOCK ADVISERS, LLC
Name
B-7
APPENDIX C
ADDITIONAL
INFORMATION ABOUT THE ADVISER
AND THE ADVISORY AGREEMENTS
The information set forth below regarding the Adviser and the
Advisory Agreements should be read in conjunction with the
discussion of Proposals 2 and 4 in the proxy statement.
Prior Approvals
of the Advisory Agreements
Each Trust has an Advisory Agreement with John Hancock Advisers,
LLC (the Adviser) on behalf of each Fund. These
Advisory Agreements were most recently approved by the Boards on
June 10, 2008 in connection with their annual continuance.
This table states the date that an Advisory Agreement became
effective as to each Fund, and the date of the Agreements
most recent approval by shareholders.
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Date of
Most Recent
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Fund
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Effective
Date
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Shareholder
Approval
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Balanced
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December 2, 1996
|
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December 2, 1996
|
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Bond
|
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January 1, 1994
|
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December 8, 1993
|
|
California Tax-Free Income
|
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December 22, 1994
|
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December 22, 1994
|
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Classic Value
|
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November 8, 2002
|
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November 8, 2002
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Classic Value II
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July 1, 2006
|
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June 7, 2006
|
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Financial Industries
|
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July 1, 1996
|
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January 14, 1997
|
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Global Opportunities
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February 28, 2005
|
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February 28, 2005
|
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Global Real Estate
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November 1, 1999
|
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November 1, 1999
|
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Government Income
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August 30, 1996
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December 22, 1994
|
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Greater China Opportunities
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June 1, 2005
|
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June 8, 2005
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Health Sciences
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June 24, 1991
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March 4, 1994
|
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High Yield
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August 30, 1996
|
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December 22, 1994
|
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High Yield Municipal Bond
|
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September 30, 1996
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December 22, 1994
|
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International Classic Value
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February 28, 2006
|
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February 28, 2006
|
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Investment Grade Bond
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September 22, 1995
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December 22, 1994
|
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Large Cap Equity
|
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December 22, 1994
|
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December 22, 1994
|
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Large Cap Select
|
|
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August 25, 2003
|
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August 25, 2003
|
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Massachusetts Tax-Free Income
|
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July 1, 1996
|
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October 2, 1996
|
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Mid Cap Equity
|
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August 4, 2003
|
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August 4, 2003
|
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Money Market
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December 2, 1996
|
|
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September 12, 1995
|
|
New York Tax-Free Income
|
|
|
July 1, 1996
|
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October 2, 1996
|
|
Regional Bank
|
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|
July 1, 1996
|
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January 14, 1997
|
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Small Cap
|
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December 3, 2004
|
|
|
December 3, 2004
|
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Small Cap Equity
|
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October 31, 1998
|
|
|
October 31, 1998
|
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Small Cap Intrinsic Value
|
|
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February 28, 2005
|
|
|
February 28, 2005
|
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Sovereign Investors
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December 2, 1996
|
|
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January 3, 1994
|
|
Strategic Income
|
|
|
January 1, 1994
|
|
|
September 21, 1993
|
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Tax-Free Bond
|
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|
December 22, 1994
|
|
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December 22, 1994
|
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U.S. Global Leaders Growth
|
|
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May 13, 2002
|
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May 8, 2002
|
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C-1
Management and
Control of the Adviser
JHA is a Delaware limited liability company having its principal
offices at 601 Congress Street, Boston, Massachusetts 02210. JHA
is a wholly owned subsidiary of John Hancock Financial Services,
Inc., which in turn is a subsidiary of Manulife Financial
Corporation, based in Toronto, Canada. Manulife Financial
Corporation is the holding company of The Manufacturers Life
Insurance Company and its subsidiaries, collectively known as
Manulife Financial. The Adviser is registered as an investment
adviser under the Advisers Act. The following table sets forth
the principal executive officers and directors of the Adviser
and their principal occupations. The business address of each
such person is 601 Congress Street, Boston, Massachusetts 02210.
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Name
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Position with JHA
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Position with each Trust
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Principal Occupation
|
James R. Boyle
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Chairman, Director
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Trustee
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President, JHLICO (U.S.A.)
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Keith F. Hartstein
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President, Chief Executive Officer and Director
|
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President and Chief Executive Officer
|
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President and Chief Executive Officer, JHA
|
|
John G. Vrysen
|
|
|
Executive Vice President, Chief Operating Officer and Director
|
|
|
Chief Operating Officer
|
|
|
Executive Vice President and Chief Operating Officer, JHA
|
|
John J. Danello
|
|
|
Senior Vice President
|
|
|
Vice President, Law
|
|
|
Senior Vice President, JHA
|
|
Bruce Speca
|
|
|
Chief Investment Officer
|
|
|
Senior Vice President, Investments
|
|
|
Chief Investment Officer, JHA
|
|
Jeffrey H. Long
|
|
|
Chief Financial Officer
|
|
|
None
|
|
|
Chief Financial Officer, JHA
|
|
Francis V. Knox
|
|
|
Chief Compliance Officer
|
|
|
Chief Compliance Officer*
|
|
|
Chief Compliance Officer, John Hancock Financial Services
|
|
Thomas M. Kinzler
|
|
|
Chief Legal Counsel
|
|
|
Secretary and Chief Legal Officer
|
|
|
Chief Legal Counsel, JHA
|
|
|
|
|
* |
|
Mr. Knox has been appointed each Trusts Chief
Compliance Officer by the Trustees, including a majority of the
Independent Trustees. |
The Adviser pays a subadvisory fee to each Funds
subadviser out of the advisory fee that the Adviser receives
from that Fund. Two subadvisers are affiliates of the Adviser:
MFC Global Investment Management (U.S.), LLC; and MFC Global
Investment Management (U.S.A.) Limited.
Payments by the
Funds to Affiliates of the Adviser
Distribution Fees
John Hancock Funds, LLC (the Distributor), an
indirect wholly owned subsidiary of MFC, is the distributor and
principal underwriter for each Fund. It is registered as a
broker-dealer under the Securities Exchange Act of 1934, as
amended, and is a member of the Financial Industry Regulatory
Authority (FINRA). Other than
Rule 12b-1
fees, the Distributor does not receive compensation from a Fund.
A portion of the
Rule 12b-1
fee may constitute a service fee as defined in FINRA
Rule 2830(d)(5). The amounts that the relevant share
classes of each Fund paid to the Distributor for the Funds
most recent
12-month
fiscal year (and, in the case of the Funds of John Hancock
Capital Series (Capital Series) and John Hancock
Investment Trust (Investment Trust), for each such
Funds respective fiscal period ended October 31,
2008) are detailed
C-2
in the proxy statement in the discussion of Proposal 4. The
following table shows the date that each
Rule 12b-1
Plan was adopted or most recently amended.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Plan
Adopted
|
Fund
(FYE)
|
|
|
Share
Class
|
|
|
or
Amended
|
Balanced (12/31)
|
|
|
Class A
|
|
|
December 2, 1996
|
|
|
|
Class B
|
|
|
December 2, 1996
|
|
|
|
Class C
|
|
|
May 1, 1999
|
|
|
|
Class R
|
|
|
August 1, 2008
|
|
|
|
Class R1
|
|
|
August 1, 2008
|
|
|
|
Class R2
|
|
|
August 1, 2008
|
|
|
|
Class R3
|
|
|
August 1, 2008
|
|
|
|
Class R4
|
|
|
August 1, 2008
|
|
|
|
Class R5
|
|
|
August 1, 2008
|
|
Bond (5/31)
|
|
|
Class A
|
|
|
May, 1, 1995
|
|
|
|
Class B
|
|
|
May 1, 1995
|
|
|
|
Class C
|
|
|
October 1, 1998
|
|
|
|
Class R1
|
|
|
August 1, 2003
|
|
California Tax-Free Income (8/31)
|
|
|
Class A
|
|
|
December 22, 1994
|
|
|
|
Class B
|
|
|
December 22, 1994
|
|
|
|
Class C
|
|
|
April 1, 1999
|
|
Classic Value (12/31)
|
|
|
Class A
|
|
|
November 8, 2002
|
|
|
|
Class B
|
|
|
November 8, 2002
|
|
|
|
Class C
|
|
|
November 8, 2002
|
|
|
|
Class R1
|
|
|
August 1, 2003
|
|
Classic Value II (12/31)
|
|
|
Class A
|
|
|
July 1, 2006
|
|
|
|
Class B
|
|
|
July 1, 2006
|
|
|
|
Class C
|
|
|
July 1, 2006
|
|
|
|
Class R1
|
|
|
July 1, 2006
|
|
Financial Industries (10/31)
|
|
|
Class A
|
|
|
June 3, 1997
|
|
|
|
Class B
|
|
|
June 3, 1997
|
|
|
|
Class C
|
|
|
March 1, 1999
|
|
Global Opportunities (12/31)
|
|
|
Class A
|
|
|
February 28, 2005
|
|
|
|
Class B
|
|
|
February 28, 2005
|
|
|
|
Class C
|
|
|
February 28, 2005
|
|
Global Real Estate (10/31)
|
|
|
Class A
|
|
|
November 1, 1999
|
|
|
|
Class B
|
|
|
November 1, 1999
|
|
|
|
Class C
|
|
|
November 1, 1999
|
|
Government Income (5/31)
|
|
|
Class A
|
|
|
August 30, 1996
|
|
|
|
Class B
|
|
|
August 30, 1996
|
|
|
|
Class C
|
|
|
April 1, 1999
|
|
Greater China Opportunities (10/31)
|
|
|
Class A
|
|
|
June 1, 2005
|
|
|
|
Class B
|
|
|
June 1, 2005
|
|
|
|
Class C
|
|
|
June 1, 2005
|
|
C-3
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Plan
Adopted
|
Fund
(FYE)
|
|
|
Share
Class
|
|
|
or Amended
|
Health Sciences (10/31)
|
|
|
Class A
|
|
|
January 3, 1994
|
|
|
|
Class B
|
|
|
March 4, 1994
|
|
|
|
Class C
|
|
|
March 1, 1999
|
|
High Yield (5/31)
|
|
|
Class A
|
|
|
August 30, 1996
|
|
|
|
Class B
|
|
|
August 30, 1996
|
|
|
|
Class C
|
|
|
May 1, 1998
|
|
High Yield Municipal Bond (8/31)
|
|
|
Class A
|
|
|
December 22, 1994
|
|
|
|
Class B
|
|
|
September 30, 1996
|
|
|
|
Class C
|
|
|
April 1, 1999
|
|
Investment Grade Bond (5/31)
|
|
|
Class A
|
|
|
December 22, 1994
|
|
|
|
Class B
|
|
|
December 22, 1994
|
|
|
|
Class C
|
|
|
April 1, 1999
|
|
International Classic Value (12/31)
|
|
|
Class A
|
|
|
February 28, 2006
|
|
|
|
Class B
|
|
|
February 28, 2006
|
|
|
|
Class C
|
|
|
February 28, 2006
|
|
Large Cap Equity (12/31)
|
|
|
Class A
|
|
|
December 22, 1994
|
|
|
|
Class B
|
|
|
December 22, 1994
|
|
|
|
Class C
|
|
|
May 1, 1998
|
|
Large Cap Select (12/31)
|
|
|
Class A
|
|
|
August 25, 2003
|
|
|
|
Class B
|
|
|
August 25, 2003
|
|
|
|
Class C
|
|
|
August 25, 2003
|
|
|
|
Class R1
|
|
|
November 3, 20003
|
|
Money Market (3/31)
|
|
|
Class A
|
|
|
December 2, 1996
|
|
|
|
Class B
|
|
|
December 2, 1996
|
|
|
|
Class C
|
|
|
May 1, 1998
|
|
Massachusetts Tax-Free Income (8/31)
|
|
|
Class A
|
|
|
July 1, 1996
|
|
|
|
Class B
|
|
|
July 1, 1996
|
|
|
|
Class C
|
|
|
April 1, 1999
|
|
Mid Cap Equity (10/31)
|
|
|
Class A
|
|
|
August 4, 2003
|
|
|
|
Class B
|
|
|
August 4, 2003
|
|
|
|
Class C
|
|
|
August 4, 2003
|
|
New York Tax-Free Income (8/31)
|
|
|
Class A
|
|
|
July 1, 1996
|
|
|
|
Class B
|
|
|
July 1, 1996
|
|
|
|
Class C
|
|
|
April 1, 1999
|
|
Regional Bank (10/31)
|
|
|
Class A
|
|
|
June 3, 1997
|
|
|
|
Class B
|
|
|
June 3, 1997
|
|
|
|
Class C
|
|
|
March 1, 1999
|
|
Small Cap (10/31)
|
|
|
Class A
|
|
|
December 3, 2004
|
|
|
|
Class B
|
|
|
December 3, 2004
|
|
|
|
Class C
|
|
|
December 3, 2004
|
|
C-4
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Plan
Adopted
|
Fund
(FYE)
|
|
|
Share
Class
|
|
|
or Amended
|
Small Cap Equity (10/31)
|
|
|
Class A
|
|
|
October 31, 1998
|
|
|
|
Class B
|
|
|
October 31, 1998
|
|
|
|
Class C
|
|
|
October 31, 1998
|
|
|
|
Class R1
|
|
|
August 1, 2003
|
|
Small Cap Intrinsic Value (12/31)
|
|
|
Class A
|
|
|
February 28, 2005
|
|
|
|
Class B
|
|
|
February 28, 2005
|
|
|
|
Class C
|
|
|
February 28, 2005
|
|
Sovereign Investors (12/31)
|
|
|
Class A
|
|
|
December 2, 1996
|
|
|
|
Class B
|
|
|
December 2, 1996
|
|
|
|
Class C
|
|
|
May 1, 1998
|
|
|
|
Class R1
|
|
|
August 1, 2003
|
|
Strategic Income (5/31)
|
|
|
Class A
|
|
|
January 3, 1994
|
|
|
|
Class B
|
|
|
December 8, 1998
|
|
|
|
Class C
|
|
|
May 1, 1998
|
|
|
|
Class R1
|
|
|
August 1, 2003
|
|
Tax-Free Bond (8/31)
|
|
|
Class A
|
|
|
June 26, 1996
|
|
|
|
Class B
|
|
|
December 22, 1994
|
|
|
|
Class C
|
|
|
April 1, 1999
|
|
U.S. Global Leaders Growth (12/31)
|
|
|
Class A
|
|
|
May 13, 2002
|
|
|
|
Class B
|
|
|
May 13, 2002
|
|
|
|
Class C
|
|
|
May 13, 2002
|
|
|
|
Class R1
|
|
|
August 1, 2003
|
|
|
|
|
|
|
|
Transfer Agency Fees
John Hancock Signature Services, Inc. (Signature
Services), an affiliate of JHA, is the transfer and
dividend paying agent for each of the Funds. Each Fund pays
Signature Services a monthly fee that is based on an annual
rate, plus certain out-of-pocket expenses. Expenses for a Fund
are aggregated and allocated to each class on the basis of their
relative net asset values. The following tables show the
transfer agency fees paid by the Funds to Signature Services for
the last
12-month
fiscal year (and, in the case of the Funds of Capital Series and
Investment Trust, for each such Funds respective fiscal
period ended October 31, 2008).
Transfer Agency
Fee Information for Funds that Did Not Change Fiscal Year Ends
in 2008
|
|
|
|
|
|
Fund
(FYE)
|
|
|
Net Transfer
Agency Fees
|
Bond (5-31-08)
|
|
|
$
|
1,725,560
|
|
|
California Tax-Free Income (8-31-08)
|
|
|
$
|
129,294
|
|
|
Financial Industries
(10-31-08)
|
|
|
$
|
1,129,060
|
|
|
Global Real Estate
(10-31-08)
|
|
|
$
|
173,748
|
|
|
Government Income (5-31-08)
|
|
|
$
|
570,913
|
|
|
Greater China Opportunities
(10-31-08)
|
|
|
$
|
558,468
|
|
|
Health Sciences
(10-31-08)
|
|
|
$
|
670,393
|
|
|
High Yield (5-31-08)
|
|
|
$
|
1,457,218
|
|
|
C-5
|
|
|
|
|
|
Fund
(FYE)
|
|
|
Net Transfer
Agency Fees
|
High Yield Municipal Bond (8-31-08)
|
|
|
$
|
61,596
|
|
|
Investment Grade Bond (5-31-08)
|
|
|
$
|
186,968
|
|
|
Large Cap Select
(12-31-08)
|
|
|
$
|
99,238
|
|
|
Massachusetts Tax-Free Income
(08-31-08)
|
|
|
$
|
65,784
|
|
|
Mid Cap Equity
(10-31-08)
|
|
|
$
|
35,025
|
|
|
Money Market (3-31-08)
|
|
|
$
|
501,578
|
|
|
New York Tax-Free Income (8-31-08)
|
|
|
$
|
39,239
|
|
|
Regional Bank
(10-31-08)
|
|
|
$
|
2,350,974
|
|
|
Small Cap
(10-31-08)
|
|
|
$
|
356,782
|
|
|
Small Cap Equity
(10-31-08)
|
|
|
$
|
2,087,648
|
|
|
Strategic Income (5-31-08)
|
|
|
$
|
1,654,666
|
|
|
Tax-Free Bond (8-31-08)
|
|
|
$
|
367,638
|
|
|
Transfer Agency
Fee Information for Funds that Changed Fiscal Year Ends in
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer Agency
Fees
|
Fund
|
|
|
FYE
12-31-07
|
|
|
FPE
10-31-08
|
Balanced
|
|
|
$
|
368,155
|
|
|
|
$
|
892,396
|
|
|
Classic Value
|
|
|
$
|
11,955,024
|
|
|
|
$
|
5,632,562
|
|
|
Classic Value II
|
|
|
$
|
221,804
|
|
|
|
$
|
111,977
|
|
|
Global Opportunities
|
|
|
$
|
11,291
|
|
|
|
$
|
77,715
|
|
|
International Classic Value
|
|
|
$
|
44,750
|
|
|
|
$
|
29,752
|
|
|
Large Cap Equity
|
|
|
$
|
1,873,786
|
|
|
|
$
|
3,116,806
|
|
|
Small Cap Intrinsic Value
|
|
|
$
|
292,346
|
|
|
|
$
|
487,942
|
|
|
Sovereign Investors
|
|
|
$
|
1,724,125
|
|
|
|
$
|
1,334,689
|
|
|
U.S. Global Leaders Growth
|
|
|
$
|
3,350,292
|
|
|
|
$
|
2,193,886
|
|
|
C-6
APPENDIX D
ADVISORY FEE
SCHEDULES AND
COMPARABLE FUNDS MANAGED BY THE ADVISER
This Appendix sets forth the advisory fee schedule under the
current Advisory Agreements for each of the Funds, the amount of
advisory fees paid during the most recently completed fiscal
year, as well as other amounts paid to JHA. In addition to these
Funds, JHA currently acts as investment adviser to nine
closed-end funds. This Appendix also discusses the Funds and
other investment companies advised by JHA or an affiliate that
have investment objectives and policies in common with those of
the Funds.
Under the Advisory Agreements, the Adviser receives, as
compensation for its services, a fee from each Trust computed
separately for each Fund. The tables below set forth each
Funds advisory fee schedule, as well as the following as
of the end of the Funds most recent
12-month
fiscal year (and, in the case of the Funds of Capital Series and
Investment Trust, for each such Funds respective fiscal
period ended October 31, 2008): net assets, the amount of
advisory fees paid to JHA, and the amount of accounting and
legal service fees paid by to JHA. Information with respect to
applicable fee waivers and expense reimbursements is set forth
in the notes following the tables.
Net Assets,
Advisory Fee Schedules and Payments to the Adviser for
Funds that Did Not Change Fiscal Year Ends in 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting and
|
|
Fund
(FYE)
|
|
|
Net
Assets
|
|
|
|
Advisory Fee
Schedule
|
|
|
Net Advisory
Fees
|
|
|
|
Legal Services
Fees
|
|
Bond (5-31-08)
|
|
|
$
|
917,467,114
|
|
|
|
0.500% first $1.5 billion;
0.450% next $500 million;
0.400% next $500 million;
0.350% excess over $2.5 billion.
|
|
|
$
|
4,713,492
|
|
|
|
$
|
104,139
|
|
|
California Tax-Free Income (8-31-08)
|
|
|
$
|
317,512,910
|
|
|
|
0.550% first $500 million;
0.500% excess over $500 million.
|
|
|
$
|
1,790,496
|
|
|
|
$
|
37,228
|
|
|
Financial Industries
(10-31-08)
|
|
|
$
|
340,263,522
|
|
|
|
0.800% first $500 million;
0.750% next $500 million;
0.735% next $1 billion;
0.725% excess over $2 billion.
|
|
|
$
|
4,335,887
|
|
|
|
$
|
63,351
|
|
|
Global Real
Estate(1)
(10-31-08)
|
|
|
$
|
22,772,562
|
|
|
|
0.800% first $1.5 billion;
0.750% excess over $1.5 billion.
|
|
|
$
|
234,353
|
|
|
|
$
|
5,689
|
|
|
Government
Income(2)
(5-31-08)
|
|
|
$
|
349,103,829
|
|
|
|
0.625% first $300 million;
0.500% excess over $300 million.
|
|
|
$
|
1,942,883
|
|
|
|
$
|
39,123
|
|
|
Greater China Opportunities
(10-31-08)
|
|
|
$
|
100,640,038
|
|
|
|
1.00%
|
|
|
$
|
2,387,095
|
|
|
|
$
|
27,171
|
|
|
Health Sciences
(10-31-08)
|
|
|
$
|
121,337,907
|
|
|
|
0.80% first $200 million;
0.70% excess over $200 million.
|
|
|
$
|
1,264,321
|
|
|
|
$
|
18,542
|
|
|
D-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting and
|
|
Fund
(FYE)
|
|
|
Net
Assets
|
|
|
|
Advisory Fee
Schedule
|
|
|
Net Advisory
Fees
|
|
|
|
Legal Services
Fees
|
|
High Yield
(5-31-08)
|
|
|
$
|
1,178,996,229
|
|
|
|
0.625% first $75 million;
0.5625% next $75 million;
0.500% next $2.350 billion;
0.475% next $2.5 billion;
0.450% excess over $5 billion.
|
|
|
$
|
6,969,027
|
|
|
|
$
|
144,239
|
|
|
High Yield Municipal Bond
(8-31-08)
|
|
|
$
|
124,642,830
|
|
|
|
0.625% first $75 million;
0.5625% next $75 million;
0.500% excess over $150 million.
|
|
|
$
|
602,797
|
|
|
|
$
|
11,478
|
|
|
Investment Grade Bond
(5-31-08)
|
|
|
$
|
116,658,720
|
|
|
|
0.400% first $1.5 billion;
0.385% excess over $1.5 billion.
|
|
|
$
|
479,267
|
|
|
|
$
|
13,372
|
|
|
Large Cap Select
(12-31-08)
|
|
|
$
|
41,376,537
|
|
|
|
0.75% first $2.7 billion; and
0.70% excess over $2.7 billion.
|
|
|
$
|
341,510
|
|
|
|
$
|
6,145
|
|
|
Massachusetts Tax-Free Income (8-31-08)
|
|
|
$
|
119,324,180
|
|
|
|
0.500% first $250 million;
0.450% next $250 million;
0.425% next $500 million;
0.400% next $250 million;
0.300% excess over $1.250 billion.
|
|
|
$
|
547,982
|
|
|
|
$
|
12,632
|
|
|
Mid Cap
Equity(3)
(10-31-08)
|
|
|
$
|
15,730,348
|
|
|
|
0.800% first $500 million;
0.750% next $500 million;
0.700% excess over $1 billion.
|
|
|
$
|
34,084
|
|
|
|
$
|
3,034
|
|
|
Money
Market(4)
(3-31-08)
|
|
|
$
|
382,832,124
|
|
|
|
0.500% first $500 million;
0.425% next $250 million;
0.375% next $250 million;
0.350% next $500 million;
0.325% next $500 million;
0.300% next $500 million;
0.275% excess over $2.5 billion.
|
|
|
$
|
1,158,557
|
|
|
|
$
|
32,004
|
|
|
New York Tax-Free Income
(8-31-08)
|
|
|
$
|
54,905,280
|
|
|
|
0.500% first $250 million;
0.450% next $250 million;
0.425% next $500 million;
0.400% next $250 million;
0.300% excess over $1.250 billion.
|
|
|
$
|
270,335
|
|
|
|
$
|
5,595
|
|
|
Regional Bank
(10-31-08)
|
|
|
$
|
905,880,621
|
|
|
|
0.800% first $500 million;
0.750% next $500 million;
0.735% next $1 billion;
0.725% excess over $2 billion.
|
|
|
$
|
7,780,676
|
|
|
|
$
|
118,447
|
|
|
Small Cap(5)
(10-31-08)
|
|
|
$
|
56,979,175
|
|
|
|
0.900% first $1 billion;
0.850% -- excess over $1 billion.
|
|
|
$
|
1,124,268
|
|
|
|
$
|
14,729
|
|
|
D-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting and
|
|
Fund
(FYE)
|
|
|
Net
Assets
|
|
|
|
Advisory Fee
Schedule
|
|
|
Net Advisory
Fees
|
|
|
|
Legal Services
Fees
|
|
Small Cap Equity
(10-31-08)
|
|
|
$
|
308,189,490
|
|
|
|
0.700% first $1 billion;
0.685% excess over $1 billion.
|
|
|
$
|
3,788,958
|
|
|
|
$
|
68,947
|
|
|
Strategic Income
(5-31-08)
|
|
|
$
|
1,161,003,963
|
|
|
|
0.600% first $100 million;
0.450% next $150 million;
0.400% next $250 million;
0.350% next $150 million;
0.300% excess over $650 million.
|
|
|
$
|
4,414,875
|
|
|
|
$
|
132,653
|
|
|
Tax-Free Bond
(8-31-08)
|
|
|
$
|
443,074,144
|
|
|
|
0.550% first $550 million;
0.500% next$500 million;
0.450% excess over $1 billion.
|
|
|
$
|
2,455,139
|
|
|
|
$
|
51,330
|
|
|
|
|
|
(1) |
|
Global Real Estate Fund. The Adviser has
contractually limited net operating expenses to 1.54% for
Class A, 2.24% for Class B and 2.24% for Class C
of the Funds average daily net assets until June 30,
2009. |
|
(2) |
|
Government Income Fund. Effective
September 13, 2005, the Adviser contractually limited the
management fee to 0.55% until at least September 30, 2009. |
|
(3) |
|
Mid Cap Equity Fund. The Adviser has contractually
agreed to reimburse for certain fund expenses (excluding
transfer agent fees, 12b-1 fees, brokerage commissions, interest
and other extraordinary expenses not incurred in the ordinary
course of the funds business) that exceed 0.90% of the
Funds average net assets. In addition, the Adviser has
agreed to a contractual expense limit on class specific expenses
(including transfer agent fees and 12b-1 fees). These limits are
as follows: 1.38% for Class A, 2.05% for Class B and
1.98% for Class C. The expense reimbursement, expense
limitation and transfer agent fee reimbursements shall continue
in effect until February 28, 2009. |
|
(4) |
|
Money Market Fund. The Adviser has contractually
limited advisory fee to 0.40% until July 31, 2009 and
includes fee reductions due to earnings credits received from
its transfer agent as a result of uninvested cash balances. |
|
(5) |
|
Small Cap Fund. The Adviser has contractually
agreed to reimburse certain fund expenses (excluding transfer
agent fees, 12b-1 fees, brokerage commissions, interest, and
other extraordinary expenses not incurred in the ordinary course
of the Funds business) that exceed 1.05% of the
Funds average net assets. In addition, the Adviser has
agreed to a contractual expense limit on class specific expenses
(including transfer agent fees and 12b-1 fees). These limits are
as follows: 1.65% for Class A, 2.35% for class B, and 2.35%
for Class C. |
D-3
Advisory Fee
Schedules for Funds that Changed Fiscal Year Ends in
2008
|
|
|
|
Fund
|
|
|
Advisory Fee
Schedule
|
Balanced
|
|
|
0.600% first $2 billion;
0.550% excess over $2 billion.
|
Classic
Value(1)
|
|
|
0.85% first $2.5 billion;
0.825% next $2.5 billion;
0.80% excess over $5 billion.
|
Classic Value
II(2)
|
|
|
0.80% first $2.5 billion;
0.78% next $2.5 billion;
0.76% excess over $5 billion.
|
Global
Opportunities(3)
|
|
|
0.850% first $500 million;
0.825% next $500 million;
0.800% excess over $1 billion.
|
International Classic
Value(4)
|
|
|
1.05% first $1 billion;
1.00% excess over $1 billion.
|
Large Cap Equity
|
|
|
0.625% first $3 billion;
0.600% excess over $3 billion.
|
Small Cap Intrinsic
Value(5)
|
|
|
0.900% first $1 billion;
0.850% excess over $1 billion.
|
Sovereign Investors
|
|
|
0.600% first $750 million;
0.550% next $750 million;
0.500% next $1.5 billion;
0.450% excess over $2.5 billion.
|
U.S. Global Leaders
Growth(6)
|
|
|
0.750% first $2 billion;
0.70% next $2 billion and $5 billion;
0.650% excess over $5 billion.
|
|
|
|
|
Fee Waivers and
Expense Limits
|
|
(1)
|
Classic Value Fund. The Adviser has contractually
agreed to reimburse the fund for certain fund expenses
(excluding transfer agent fees,
12b-1 fees,
brokerage commissions, interest, and other extraordinary
expenses not incurred in the ordinary course of the funds
business) that exceed 0.89% of the funds average net
assets. This expense reimbursement shall continue in effect
until April 30, 2009.
|
|
(2)
|
Classic Value Fund II. The Adviser has
contractually agreed to reimburse the fund for certain fund
expenses (excluding transfer agent fees,
12b-1 fees,
brokerage commissions, interest, and other extraordinary
expenses not incurred in the ordinary course of the funds
business) that exceed 0.89% of the funds average net
assets. This expense reimbursement shall continue in effect
until April 30, 2009.
|
|
(3)
|
Global Opportunities Fund. The Adviser has
contractually agreed to reimburse the fund for certain fund
expenses (excluding transfer agent fees,
12b-1 fees,
brokerage commissions, interest, and other extraordinary
expenses not incurred in the ordinary course of the funds
business) that exceed 1.05% of the funds average net
assets. This expense reimbursement shall continue in effect
until April 30, 2009.
|
|
(4)
|
International Classic Value Fund. The Adviser has
contractually agreed to reimburse the fund for certain fund
expenses (excluding transfer agent fees,
12b-1 fees,
brokerage commissions, interest, and other extraordinary
expenses not incurred in the ordinary course of the funds
business) that exceed 1.11% of the funds average net
assets. This expense reimbursement shall continue in effect
until April 30, 2009.
|
D-4
|
|
(5)
|
Small Cap Intrinsic Value. The Adviser
contractually limited the Funds expenses (excluding
12b-1 and
transfer agent fees) to 1.15% of the Funds average daily
net assets until April 30, 2008.
|
|
(6)
|
U.S. Global Leaders Growth. Effective
May 1, 2008, the Adviser agreed to voluntarily limit the
Funds expenses (excluding transfer agent and
12b-1 fees)
to 0.79% of the Funds average daily net assets. The
Adviser may terminate this limitation at any time.
|
Net Assets and
Payments to the Adviser for
Funds that Changed Fiscal Year Ends in 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting and
|
|
|
|
Net Assets
(millions)
|
|
|
Advisory Fee
(Net)
|
|
|
Legal Services
Fees
|
|
|
|
FYE
|
|
|
FPE
|
|
|
FYE
|
|
|
FPE
|
|
|
FYE
|
|
|
FPE
|
Fund
|
|
|
12-31-07
|
|
|
10-31-08
|
|
|
12-31-07
|
|
|
10-31-08
|
|
|
12-31-07
|
|
|
10-31-08
|
Balanced
|
|
|
$
|
356.8
|
|
|
|
$
|
705.2
|
|
|
|
$
|
1,197,620
|
|
|
|
$
|
3,427,797
|
|
|
|
$
|
23,511
|
|
|
|
$
|
74,906
|
|
|
Classic Value
|
|
|
$
|
5,998.3
|
|
|
|
$
|
2,665.3
|
|
|
|
$
|
72,747,627
|
|
|
|
$
|
29,919,406
|
|
|
|
$
|
1,059,992
|
|
|
|
$
|
436,006
|
|
|
Classic Value II
|
|
|
$
|
119.9
|
|
|
|
$
|
43.1
|
|
|
|
$
|
942,691
|
|
|
|
$
|
407,935
|
|
|
|
$
|
14,464
|
|
|
|
$
|
7,931
|
|
|
Global Opportunities
|
|
|
$
|
35.9
|
|
|
|
$
|
71.0
|
|
|
|
$
|
16,867
|
|
|
|
$
|
564,434
|
|
|
|
$
|
1,158
|
|
|
|
$
|
30,270
|
|
|
International Classic Value
|
|
|
$
|
28.2
|
|
|
|
$
|
13.0
|
|
|
|
$
|
167,255
|
|
|
|
$
|
11,619
|
|
|
|
$
|
3,632
|
|
|
|
$
|
2,329
|
|
|
Large Cap Equity
|
|
|
$
|
1,784.6
|
|
|
|
$
|
1,777.8
|
|
|
|
$
|
6,450,574
|
|
|
|
$
|
13,727,299
|
|
|
|
$
|
118,189
|
|
|
|
$
|
273,902
|
|
|
Small Cap Intrinsic Value
|
|
|
$
|
518.8
|
|
|
|
$
|
228.1
|
|
|
|
$
|
2,617,767
|
|
|
|
$
|
3,532,621
|
|
|
|
$
|
29,521
|
|
|
|
$
|
47,376
|
|
|
Sovereign Investors
|
|
|
$
|
852.7
|
|
|
|
$
|
555.3
|
|
|
|
$
|
5,360,276
|
|
|
|
$
|
3,632,478
|
|
|
|
$
|
116,220
|
|
|
|
$
|
73,616
|
|
|
U.S. Global Leaders Growth
|
|
|
$
|
1,252.4
|
|
|
|
$
|
723.3
|
|
|
|
$
|
10,004,470
|
|
|
|
$
|
6,035,967
|
|
|
|
$
|
186,866
|
|
|
|
$
|
109,110
|
|
|
Information
Concerning Comparable Funds
As shown below, certain Funds have similar investment objectives
and policies. The previous table shows information regarding the
amount of assets under management of these Funds, advisory fee
rates and whether the Adviser has waived fees or reimbursed
expenses. Other than the groups of Funds shown below, the
Adviser does not manage other funds with the same investment
objectives and policies.
Large Cap Funds the following Funds invest
primarily in the equity securities of large cap companies:
Large Cap Equity
Large Cap Select
Small Cap Funds the following Funds invest
primarily in the equity securities of small cap companies.
Small Cap
Small Cap Equity
Small Cap Intrinsic Value
Value Funds the following Funds invest
primarily in the equity securities of U.S. companies that
the Funds subadvisers believe to be under-valued:
Classic Value
Classic Value Fund II
D-5
APPENDIX E
JOHN HANCOCK
FUNDS
CLASS SHARES
FORM OF
DISTRIBUTION PLAN
PURSUANT TO
RULE 12b-1
, ,
as
amended ,
2009
WHEREAS, John
Hancock
(the Trust) is an open-end management investment
company registered under the Investment Company Act of 1940, as
amended (1940 Act), and offers for public sale
shares of beneficial interest in several series (each series a
Fund);
WHEREAS, the shares of beneficial interest of each Fund are
divided into one or more classes, one of which is designated
Class ;
WHEREAS, the Trust desires to adopt a plan pursuant to
Rule 12b-1
under the 1940 Act for the
Class shares,
and the Board of Trustees has determined that there is a
reasonable likelihood that adoption of said plan will benefit
the
Class
and its shareholders; and
WHEREAS, the Trust has entered into a Distribution Agreement
with John Hancock Funds, LLC (John Hancock) pursuant
to which John Hancock has agreed to serve as Distributor of the
Class shares
of each Fund of the Trust;
NOW, THEREFORE, the Trust, with respect to the
Class shares,
hereby adopts this Plan Pursuant to
Rule 12b-1
(Plan) in accordance with
Rule 12b-1
under the 1940 Act on the following terms and conditions:
|
|
|
|
1.
|
This Plan applies to the Fund(s) listed on Schedule A.
|
2. A. The
Class shares
of each Fund shall pay to John Hancock, as compensation for
distribution of
Class shares
and/or for
providing services to
Class shareholders,
a fee at the rate specified for that Fund on Schedule A,
such fee to be calculated and accrued and paid daily or at such
other intervals as the Board shall determine.
B. The distribution and service
fees payable hereunder are payable without regard to the
aggregate amount that may be paid over the years, provided
that, so long as the limitations set forth in Rule 2830
of the Conduct Rules (Rule 2830) of the
Financial Industry Regulatory Authority (formerly the National
Association of Securities Dealers, Inc.) remain in effect and
apply to recipients of payments made under this Plan, the
amounts paid hereunder shall not exceed those limitations,
including permissible interest. Amounts expended in support of
the activities described in Paragraph 3.B. of this Plan may
be excluded in determining whether expenditures under the Plan
exceed the appropriate percentage of new gross assets specified
in Rule 2830. Amounts expended in support of the activities
described in Paragraph 3.B. of this Plan will not exceed
0.25% of the Funds average daily net assets attributable
to
Class shares.
3. A. As
Distributor of the Trusts shares, John Hancock may spend
such amounts as it deems appropriate on any activities or
expenses primarily intended to result in the sale of
Class shares
of the Funds, including, but not limited to,
(i) compensation to selling firms and others (including
affiliates of John Hancock) that engage in or support the sale
of
Class shares
of the Funds; and (ii) marketing, promotional and overhead
expenses incurred in connection with the distribution of
Class shares
of the Funds. John Hancock may use service fees to compensate
selling firms and others for providing personal and account
maintenance services to shareholders.
B. John Hancock may spend such
amounts as it deems appropriate on the administration and
servicing of
Class shareholder
accounts, including, but not limited to, responding to inquiries
from shareholders or their representatives requesting
information regarding matters such as shareholder account or
transaction status, net asset value of shares, performance,
services, plans and options, investment
E-1
policies, portfolio holdings, and distributions and taxation
thereof; and dealing with complaints and correspondence of
shareholders; including compensation to organizations and
employees who service
Class shareholder
accounts, and expenses of such organizations, including overhead
and telephone and other communications expenses.
4. Amounts paid to the John Hancock
by
Class shares
of the Fund will not be used to pay the expenses incurred with
respect to any other class of shares of the Fund; provided,
however, that expenses attributable to the Fund as a whole will
be allocated, to the extent permitted by law, according to a
formula based upon gross sales dollars
and/or
average daily net assets of each such class, as may be approved
from time to time by a vote of a majority of the Trustees. From
time to time, a Fund may participate in joint distribution
activities with other Funds and the costs of those activities
will be borne by each Fund in proportion to the relative net
asset value of each such participating Fund.
5. Each Fund pays, and will
continue to pay, a management fee to John Hancock Advisers, LLC
(JHA) pursuant to a management agreement between the
Fund and JHA. It is recognized that JHA may use its management
fee revenue, as well as its past profits or its other resources
from any other source, to make payments with respect to any
expenses incurred in connection with the distribution of
Class shares,
including the activities referred to in Paragraph 3 above.
To the extent that the payment of management fees by the Fund to
JHA should be deemed to be indirect financing of any activity
primarily intended to result in the sale of
Class shares
within the meaning of
Rule 12b-1,
then such payment shall be deemed to be authorized by this Plan.
6. This Plan shall take effect
on ,
and shall continue in effect with respect to each Fund for
successive periods of one year from its execution for so long as
such continuance is specifically approved with respect to such
Fund at least annually together with any related agreements, by
votes of a majority of both (a) the Board of Trustees of
the Trust and (b) those Trustees who are not
interested persons of the Trust, as defined in the
1940 Act, and who have no direct or indirect financial interest
in the operation of this Plan or any agreements related to it
(the
Rule 12b-1
Trustees), cast in person at a meeting or meetings called
for the purpose of voting on this Plan and such related
agreements; and only if the Trustees who approve the
implementation or continuation of the Plan have reached the
conclusion required by
Rule 12b-1(e)
under the 1940 Act.
7. Any person authorized to direct
the disposition of monies paid or payable by a Fund pursuant to
this Plan or any related agreement shall provide to the
Trusts Board of Trustees and the Board shall review, at
least quarterly, a written report of the amounts so expended and
the purposes for which such expenditures were made.
8. This Plan may be terminated
without penalty with respect to a Fund at any time (a) by
the vote of a majority of the Funds Board of Trustees,
Independent Trustees, or by a vote of a majority of the
Funds outstanding
Class shares,
or (b) upon 60 days written notice to John
Hancock. John Hancock may terminate the Plan without penalty
with respect to any Fund upon 60 days written notice
to the Fund.
9. This Plan may not be amended to
increase materially the amount of fees to be paid by any Fund
hereunder unless such amendment is approved by a vote of a
majority of the outstanding securities (as defined in the 1940
Act) of the
Class shares
of that Fund, and no material amendment to the Plan shall be
made unless such amendment is approved in the manner provided in
Paragraph 6 hereof for annual approval.
10. While this Plan is in effect,
the selection and nomination of Trustees who are not interested
persons of the Trust, as defined in the 1940 Act, shall be
committed to the discretion of Trustees who are themselves not
interested persons.
11. The Trust shall preserve copies
of this Plan and any related agreements for a period of not less
than six years from the date of expiration of the Plan or
agreement, as the case may be, the first two years in an easily
accessible place; and shall preserve copies of each report made
pursuant to Paragraph 5 hereof for a period of not less
than six years from the date of such report, the first two years
in an easily accessible place.
E-2
IN WITNESS WHEREOF, the Trust has executed this Plan, as
amended, pursuant to
Rule 12b-1
as of the day and year set forth below.
JOHN HANCOCK
Name
Agreed and assented to:
Name
DATE: , ,
as
amended ,
2009
E-3
APPENDIX F
OUTSTANDING
SHARES AND SHARE OWNERSHIP
This table shows, as of the Record Date, the number of shares of
each class of each Fund eligible to be voted at the Meeting.
Certain Funds have issued Class NAV shares, which are held
primarily by other investment companies managed by the Adviser
or its affiliates.
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Share
Class
|
|
|
Number of
Eligible Shares
|
Balanced
|
|
|
Class A
|
|
|
|
38,072,186.509
|
|
|
|
|
Class B
|
|
|
|
3,732,224.812
|
|
|
|
|
Class C
|
|
|
|
15,086,349.974
|
|
|
|
|
Class I
|
|
|
|
6,304,348.117
|
|
|
|
|
Class R
|
|
|
|
1,768.543
|
|
|
|
|
Class R1
|
|
|
|
1,770.847
|
|
|
|
|
Class R2
|
|
|
|
1,773.157
|
|
|
|
|
Class R3
|
|
|
|
1,771.777
|
|
|
|
|
Class R4
|
|
|
|
1,785.025
|
|
|
|
|
Class R5
|
|
|
|
1,777.332
|
|
|
Bond
|
|
|
Class A
|
|
|
|
53,938,004.157
|
|
|
|
|
Class B
|
|
|
|
2,397,575.087
|
|
|
|
|
Class C
|
|
|
|
1,786,122.202
|
|
|
|
|
Class I
|
|
|
|
1,331,982.645
|
|
|
|
|
Class R1
|
|
|
|
63,879.645
|
|
|
California Tax-Free Income
|
|
|
Class A
|
|
|
|
26,283,366.188
|
|
|
|
|
Class B
|
|
|
|
814,794.213
|
|
|
|
|
Class C
|
|
|
|
1,151,378.005
|
|
|
Classic Value
|
|
|
Class A
|
|
|
|
139,590,800.584
|
|
|
|
|
Class B
|
|
|
|
6,236,774.012
|
|
|
|
|
Class C
|
|
|
|
15,053,785.954
|
|
|
|
|
Class I
|
|
|
|
52,596,685.997
|
|
|
|
|
Class R1
|
|
|
|
784,130.301
|
|
|
Classic Value II
|
|
|
Class A
|
|
|
|
4,012,068.283
|
|
|
|
|
Class B
|
|
|
|
606,673.606
|
|
|
|
|
Class C
|
|
|
|
1,936,260.040
|
|
|
|
|
Class I
|
|
|
|
935,402.390
|
|
|
|
|
Class R1
|
|
|
|
23,554.248
|
|
|
Financial Industries
|
|
|
Class A
|
|
|
|
33,245,822.14
|
|
|
|
|
Class B
|
|
|
|
3,240,002.798
|
|
|
|
|
Class C
|
|
|
|
1,612,972.448
|
|
|
|
|
Class I
|
|
|
|
614.628
|
|
|
Global Opportunities
|
|
|
Class A
|
|
|
|
5,725,952.624
|
|
|
|
|
Class B
|
|
|
|
356,436.584
|
|
|
|
|
Class C
|
|
|
|
1,072,444.191
|
|
|
|
|
Class I
|
|
|
|
807,816.295
|
|
|
|
|
Class NAV
|
|
|
|
88,510.948
|
|
|
F-1
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Share
Class
|
|
|
Number of
Eligible Shares
|
Global Real Estate
|
|
|
Class A
|
|
|
|
1,678,221.309
|
|
|
|
|
Class B
|
|
|
|
654,837.457
|
|
|
|
|
Class C
|
|
|
|
530,229.137
|
|
|
Government Income
|
|
|
Class A
|
|
|
|
36,906,098.599
|
|
|
|
|
Class B
|
|
|
|
2,403,478.584
|
|
|
|
|
Class C
|
|
|
|
3,033,549.772
|
|
|
Greater China Opportunities
|
|
|
Class A
|
|
|
|
5,373,700.395
|
|
|
|
|
Class B
|
|
|
|
1,226,025.062
|
|
|
|
|
Class C
|
|
|
|
1,272,027.831
|
|
|
|
|
Class I
|
|
|
|
61,199.882
|
|
|
|
|
Class NAV
|
|
|
|
36,898.559
|
|
|
Health Sciences
|
|
|
Class A
|
|
|
|
3,277,191.342
|
|
|
|
|
Class B
|
|
|
|
869,041.438
|
|
|
|
|
Class C
|
|
|
|
301,282.001
|
|
|
High Yield
|
|
|
Class A
|
|
|
|
154,526,660.672
|
|
|
|
|
Class B
|
|
|
|
29,261,184.074
|
|
|
|
|
Class C
|
|
|
|
50,710,144.385
|
|
|
|
|
Class I
|
|
|
|
1,263,759.652
|
|
|
High Yield Municipal Bond
|
|
|
Class A
|
|
|
|
12,997,939.696
|
|
|
|
|
Class B
|
|
|
|
971,760.155
|
|
|
|
|
Class C
|
|
|
|
2,872,475.106
|
|
|
Investment Grade Bond
|
|
|
Class A
|
|
|
|
11,038,037.636
|
|
|
|
|
Class B
|
|
|
|
688,402.468
|
|
|
|
|
Class C
|
|
|
|
1,119,646.038
|
|
|
|
|
Class I
|
|
|
|
67,360.574
|
|
|
International Classic Value
|
|
|
Class A
|
|
|
|
509,964.147
|
|
|
|
|
Class B
|
|
|
|
107,029.351
|
|
|
|
|
Class C
|
|
|
|
245,514.533
|
|
|
|
|
Class I
|
|
|
|
232,736.702
|
|
|
|
|
Class NAV
|
|
|
|
651,949.252
|
|
|
Large Cap Equity
|
|
|
Class A
|
|
|
|
70,945,434.713
|
|
|
|
|
Class B
|
|
|
|
5,985,630.558
|
|
|
|
|
Class C
|
|
|
|
15,215,413.393
|
|
|
|
|
Class I
|
|
|
|
9,030,786.428
|
|
|
Large Cap Select
|
|
|
Class A
|
|
|
|
2,640,353.779
|
|
|
|
|
Class B
|
|
|
|
188,345.194
|
|
|
|
|
Class C
|
|
|
|
218,099.851
|
|
|
|
|
Class I
|
|
|
|
214,494.682
|
|
|
|
|
Class R1
|
|
|
|
11,151.045
|
|
|
Massachusetts Tax-Free Income
|
|
|
Class A
|
|
|
|
7,561,916.719
|
|
|
|
|
Class B
|
|
|
|
675,556.886
|
|
|
|
|
Class C
|
|
|
|
1,038,602.407
|
|
|
F-2
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Share
Class
|
|
|
Number of
Eligible Shares
|
Mid Cap Equity
|
|
|
Class A
|
|
|
|
1,218,477.983
|
|
|
|
|
Class B
|
|
|
|
418,347.723
|
|
|
|
|
Class C
|
|
|
|
264,369.943
|
|
|
|
|
Class I
|
|
|
|
15,686.894
|
|
|
Money Market
|
|
|
Class A
|
|
|
|
382,249,530.998
|
|
|
|
|
Class B
|
|
|
|
42,017,159.187
|
|
|
|
|
Class C
|
|
|
|
37,485,001.541
|
|
|
Regional Bank
|
|
|
Class A
|
|
|
|
49,301,467.168
|
|
|
|
|
Class B
|
|
|
|
3,350,740.755
|
|
|
|
|
Class C
|
|
|
|
2,319,768.826
|
|
|
New York Tax-Free Income
|
|
|
Class A
|
|
|
|
3,732,916.784
|
|
|
|
|
Class B
|
|
|
|
549,291.131
|
|
|
|
|
Class C
|
|
|
|
427,752.931
|
|
|
Small Cap
|
|
|
Class A
|
|
|
|
5,027,124.759
|
|
|
|
|
Class B
|
|
|
|
461,999.150
|
|
|
|
|
Class C
|
|
|
|
1,314,443.268
|
|
|
|
|
Class I
|
|
|
|
742,665.593
|
|
|
Small Cap Equity
|
|
|
Class A
|
|
|
|
18,533,161.825
|
|
|
|
|
Class B
|
|
|
|
3,558,858.608
|
|
|
|
|
Class C
|
|
|
|
1,388,982.011
|
|
|
|
|
Class I
|
|
|
|
265,835.061
|
|
|
|
|
Class R1
|
|
|
|
135,845.419
|
|
|
Small Cap Intrinsic Value
|
|
|
Class A
|
|
|
|
12,564,412.449
|
|
|
|
|
Class B
|
|
|
|
513,094.420
|
|
|
|
|
Class C
|
|
|
|
2,612,575.455
|
|
|
|
|
Class I
|
|
|
|
1,839,056.504
|
|
|
|
|
Class NAV
|
|
|
|
12,175,527.327
|
|
|
Sovereign Investors
|
|
|
Class A
|
|
|
|
37,393,561.316
|
|
|
|
|
Class B
|
|
|
|
3,076,049.997
|
|
|
|
|
Class C
|
|
|
|
796,473.851
|
|
|
|
|
Class I
|
|
|
|
1,294,701.188
|
|
|
|
|
Class R1
|
|
|
|
8,803.392
|
|
|
Strategic Income
|
|
|
Class A
|
|
|
|
117,531,072.120
|
|
|
|
|
Class B
|
|
|
|
24,638,376.731
|
|
|
|
|
Class C
|
|
|
|
29,671,404.172
|
|
|
|
|
Class I
|
|
|
|
3,442,121.580
|
|
|
|
|
Class R1
|
|
|
|
773,725.633
|
|
|
Tax-Free Bond
|
|
|
Class A
|
|
|
|
42,174,048.703
|
|
|
|
|
Class B
|
|
|
|
1,171,246.754
|
|
|
|
|
Class C
|
|
|
|
2,008,739.328
|
|
|
F-3
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Share
Class
|
|
|
Number of
Eligible Shares
|
U. S. Global Leaders Growth
|
|
|
Class A
|
|
|
|
23,277,869.741
|
|
|
|
|
Class B
|
|
|
|
2,638,953.535
|
|
|
|
|
Class C
|
|
|
|
2,986,806.913
|
|
|
|
|
Class I
|
|
|
|
1,151,649.903
|
|
|
|
|
Class R1
|
|
|
|
91,251.241
|
|
|
Set forth below for each Fund is information as to shareholders,
if any, known by the Fund to own beneficially or of record 5% or
more of the outstanding shares of any class of shares of the
Fund as of the Record Date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Balanced
|
|
|
A
|
|
|
Charles Schwab & Co Inc
Mutual Funds Dept
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
10,400,818.53
|
|
|
|
|
27.32
|
%
|
|
|
Record
|
|
Balanced
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
434,708.63
|
|
|
|
|
11.65
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
238,349.39
|
|
|
|
|
6.39
|
%
|
|
|
Record
|
|
Balanced
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
2,494,069.71
|
|
|
|
|
16.53
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
1,163,952.18
|
|
|
|
|
7.72
|
%
|
|
|
Record
|
|
Balanced
|
|
|
I
|
|
|
Raymond James & Assoc Inc
FBO Helios Education Foundation
2415 E Camelback Rd Ste 500
Phoenix AZ
85016-9289
|
|
|
|
2,279,286.05
|
|
|
|
|
36.15
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
1,058,193.42
|
|
|
|
|
16.79
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Pearl Total Return Fund
A Series Of Pearl Mutual Funds
A Massachusetts Business Trust
PO Box 209
Muscatine IA
52761-0069
|
|
|
|
847,459.17
|
|
|
|
|
13.44
|
%
|
|
|
Beneficial
|
|
F-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Balanced
|
|
|
R
|
|
|
John Hancock Life Insurance Co
Attn: Kelly A Conway
601 Congress St
Boston MA
02210-2804
|
|
|
|
1,768.54
|
|
|
|
|
100.00
|
%
|
|
|
Record
|
|
Balanced
|
|
|
R1
|
|
|
John Hancock Life Insurance Co
Attn: Kelly A Conway
601 Congress St
Boston MA
02210-2804
|
|
|
|
1,770.85
|
|
|
|
|
100.00
|
%
|
|
|
Record
|
|
Balanced
|
|
|
R2
|
|
|
John Hancock Life Insurance Co
Attn: Kelly A Conway
601 Congress St
Boston MA
02210-2804
|
|
|
|
1,773.16
|
|
|
|
|
100.00
|
%
|
|
|
Record
|
|
Balanced
|
|
|
R3
|
|
|
John Hancock Life Insurance Co
Attn: Kelly A Conway
601 Congress St
Boston MA
02210-2804
|
|
|
|
1,771.78
|
|
|
|
|
100.00
|
%
|
|
|
Record
|
|
Balanced
|
|
|
R4
|
|
|
John Hancock Life Insurance Co
Attn: Kelly A Conway
601 Congress St
Boston MA
02210-2804
|
|
|
|
1,774.55
|
|
|
|
|
99.41
|
%
|
|
|
Record
|
|
Balanced
|
|
|
R5
|
|
|
John Hancock Life Insurance Co
Attn: Kelly A Conway
601 Congress St
Boston MA
02210-2804
|
|
|
|
1,777.33
|
|
|
|
|
100.00
|
%
|
|
|
Record
|
|
Bond
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
363,596.62
|
|
|
|
|
15.17
|
%
|
|
|
Record
|
|
Bond
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
606,549.16
|
|
|
|
|
33.96
|
%
|
|
|
Record
|
|
Bond
|
|
|
R1
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
55,003.23
|
|
|
|
|
86.10
|
%
|
|
|
Record
|
|
Bond
|
|
|
I
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
708,669.09
|
|
|
|
|
53.20
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Wilmington Trust Comp Cust FBO
Montgomery County Public Sch 403b
PO Box 8971
Wilmington DE
19899-8971
|
|
|
|
154,671.15
|
|
|
|
|
11.61
|
%
|
|
|
Beneficial
|
|
F-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
|
|
|
|
|
|
MG Trust Custodian
FBO Arden Group 401k Retirement
Savings Plan
700 17th St Ste 150
Denver CO
80202-3502
|
|
|
|
98,780.65
|
|
|
|
|
7.42
|
%
|
|
|
Beneficial
|
|
California Tax-Free Income
|
|
|
A
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
1,386,858.88
|
|
|
|
|
5.28
|
%
|
|
|
Record
|
|
California Tax Free Income
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
213,272.41
|
|
|
|
|
18.52
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
96,843.05
|
|
|
|
|
8.41
|
%
|
|
|
Record
|
|
California Tax-Free Income
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
209,935.15
|
|
|
|
|
25.77
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
43,222.67
|
|
|
|
|
5.30
|
%
|
|
|
Record
|
|
Classic Value
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
756,361.16
|
|
|
|
|
12.13
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York NY
10001-2402
|
|
|
|
741,137.94
|
|
|
|
|
11.88
|
%
|
|
|
Record
|
|
Classic Value
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
3,197,719.65
|
|
|
|
|
21.24
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York NY
10001-2402
|
|
|
|
2,231,083.45
|
|
|
|
|
14.82
|
%
|
|
|
Record
|
|
F-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Classic Value
|
|
|
I
|
|
|
Prudential Investment Mgmt Svces
FBO Mutual Fund Clients
194 Wood Ave S
Iselin NJ
08830-2710
|
|
|
|
16,544,242.67
|
|
|
|
|
31.45
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
5,468,894.39
|
|
|
|
|
10.40
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Charles Schwab & Co Inc
Mutual Funds Dept
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
3,029,064.44
|
|
|
|
|
5.76
|
%
|
|
|
Record
|
|
Classic Value II
|
|
|
A
|
|
|
Charles Schwab & Co Inc
Mutual Funds Dept
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
438,930.44
|
|
|
|
|
10.94
|
%
|
|
|
Record
|
|
Classic Value II
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
45,132.94
|
|
|
|
|
7.44
|
%
|
|
|
Record
|
|
Classic Value II
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
341,314.26
|
|
|
|
|
17.63
|
%
|
|
|
Record
|
|
Classic Value II
|
|
|
I
|
|
|
Sacramento Region Community Foundation
Ruth Blank
James B McCallum
740 University Ave Ste 110,
Sacramento CA
95825-6751
|
|
|
|
524,767.10
|
|
|
|
|
56.10
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
NFS LLC FEBO
First American Trust FSB
5 First American Way
Santa Ana CA
92707-5913
|
|
|
|
196,434.36
|
|
|
|
|
21.00
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
NFS LLC FEBO
Lamb-Weston Inc Executive DE
David H Richardson
PO Box 1900
Pasco WA
99302-1900
|
|
|
|
80,025.00
|
|
|
|
|
8.56
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Sacramento Region Community
Foundation RCA
Ruth Blank
James B McCallum
740 University Ave Ste 110
Sacramento CA
95825-6751
|
|
|
|
67,283.78
|
|
|
|
|
7.19
|
%
|
|
|
Beneficial
|
|
F-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Classic Value II
|
|
|
R1
|
|
|
NFS LLC FEBO
Northern Trustco
Regular IRA
FBO Paul F Mosher
5155 Muir Ave
San Diego CA
92107-2011
|
|
|
|
9,048.68
|
|
|
|
|
38.42
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
MG Trust Company Cust FBO
Manhattan Bancorp 401(K) Profit
700 17th St Ste 300
Denver CO
80202-3531
|
|
|
|
6,767.89
|
|
|
|
|
28.73
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Mg Trust Company Cust FBO
Dana Dental Associates
700 17th St Ste 300
Denver CO
80202-3531
|
|
|
|
4,571.45
|
|
|
|
|
19.41
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
156,735.95
|
|
|
|
|
19.99
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
EMJAYCO
Aries Marine 401k Plan
5001 N Lydell Ave
Milwaukee WI
53217-5531
|
|
|
|
58,949.79
|
|
|
|
|
7.52
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
C/O Mutual Funds
Wilmington Trust Company Ttee FBO
Richards Spears Kibbe & Orbe Assoc
401 K Ret Plan
PO Box 8880
Wilmington DE
19899-8880
|
|
|
|
44,775.97
|
|
|
|
|
5.71
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Orchard Trustco LLC Trustee
Custodian Mercury Air Group Inc 401k
8515 E Orchard Rd # 2t2
Greenwood Vlg CO
80111-5002
|
|
|
|
42,488.61
|
|
|
|
|
5.42
|
%
|
|
|
Beneficial
|
|
Financial Industries
|
|
|
A
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Dr E FL 2
Jacksonville FL
32246-6484
|
|
|
|
4,765,184.43
|
|
|
|
|
14.33
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
2,071,053.19
|
|
|
|
|
6.23
|
%
|
|
|
Record
|
|
F-8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Financial Industries
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
301,113.96
|
|
|
|
|
9.29
|
%
|
|
|
Record
|
|
Financial Industries
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration 974E6
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
287,618.38
|
|
|
|
|
17.83
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
230,782.78
|
|
|
|
|
14.31
|
%
|
|
|
Record
|
|
Financial Industries
|
|
|
I
|
|
|
John Hancock Advisers LLC
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA
02210-2806
|
|
|
|
614.628
|
|
|
|
|
100.00
|
%
|
|
|
Record
|
|
Global Opportunities
|
|
|
A
|
|
|
Charles Schwab & Co Inc
Mutual Funds Dept
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
2,853,050.04
|
|
|
|
|
49.83
|
%
|
|
|
Record
|
|
Global Opportunities
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
150,627.80
|
|
|
|
|
14.05
|
%
|
|
|
Record
|
|
Global Opportunities
|
|
|
I
|
|
|
Tonkonogy LLC
A Peter Delacorte Ttee
731 Rhode Island St
San Francisco CA
94107-2629
|
|
|
|
191,665.94
|
|
|
|
|
23.73
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Gtd Holdings Inc
A Peter Delacorte Ttee
222 Riverside Dr Apt 7A
New York NY
10025-6809
|
|
|
|
105,803.76
|
|
|
|
|
13.10
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
99,699.00
|
|
|
|
|
12.34
|
%
|
|
|
Record
|
|
Global Real Estate
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
75,517.77
|
|
|
|
|
11.53
|
%
|
|
|
Record
|
|
F-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Government Income
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
305,592.85
|
|
|
|
|
12.71
|
%
|
|
|
Record
|
|
Government Income
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
1,289,452.86
|
|
|
|
|
42.51
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
196,055.24
|
|
|
|
|
6.46
|
%
|
|
|
Record
|
|
Greater China Opportunities
|
|
|
A
|
|
|
Charles Schwab & Co Inc
Mutual Funds Dept
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
686,557.27
|
|
|
|
|
12.78
|
%
|
|
|
Record
|
|
Greater China Opportunities
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
132,228.80
|
|
|
|
|
10.79
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
63,241.38
|
|
|
|
|
5.16
|
%
|
|
|
Record
|
|
Greater China Opportunities
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
203,229.09
|
|
|
|
|
15.98
|
%
|
|
|
Record
|
|
Greater China Opportunities
|
|
|
I
|
|
|
Pershing LLC
PO Box 2052
Jersey City NJ
07303-2052
|
|
|
|
5,849.89
|
|
|
|
|
9.56
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
NFS LLC FEBO
SI Trust Servicing
DBA Camco
80 West St
Rutland VT
05701-3453
|
|
|
|
4,179.53
|
|
|
|
|
6.83
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Wells Fargo Investments LLC
625 Marquette Ave Fl 13
Minneapolis MN
55402-2323
|
|
|
|
3,641.33
|
|
|
|
|
5.95
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
LPL Financial Services
9785 Towne Centre Dr
San Diego CA
92121-1968
|
|
|
|
3,081.91
|
|
|
|
|
5.04
|
%
|
|
|
Record
|
|
F-10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Health Sciences
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
60,874.40
|
|
|
|
|
20.21
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
LPL Financial Services
9785 Towne Centre Dr
San Diego CA
92121-1968
|
|
|
|
19,692.43
|
|
|
|
|
6.54
|
%
|
|
|
Record
|
|
High Yield
|
|
|
A
|
|
|
Charles Schwab & Co Inc
Mutual Funds Dept
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
16,445,154.32
|
|
|
|
|
10.64
|
%
|
|
|
Record
|
|
High Yield
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
2,359,303.99
|
|
|
|
|
8.06
|
%
|
|
|
Record
|
|
High Yield
|
|
|
C
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
6,478,988.68
|
|
|
|
|
12.78
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
5,755,732.71
|
|
|
|
|
11.35
|
%
|
|
|
Record
|
|
High Yield
|
|
|
I
|
|
|
NFS LLC FEBO
James D Moncus Ttee
James Devin Moncus Flip Crut
102 Pinewoods Dr
Lafayette LA
70508-6669
|
|
|
|
325,046.54
|
|
|
|
|
25.72
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
LPL Financial
9785 Towne Centre Dr
San Diego CA
92121-1968
|
|
|
|
80,971.66
|
|
|
|
|
6.41
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
MFC Global Inv. Mang. (U.S.), LLC
Lipt Plan 2007
Attn: Diane Landers
101 Huntington Ave FL 7
Boston MA
02199-7607
|
|
|
|
68,093.91
|
|
|
|
|
5.39
|
%
|
|
|
Record
|
|
High Yield Muni Bond
|
|
|
A
|
|
|
Charles Schwab & Co Inc
Mutual Funds Dept
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
1,676,539.50
|
|
|
|
|
12.90
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
1,146,714.46
|
|
|
|
|
8.82
|
%
|
|
|
Record
|
|
F-11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
High Yield Muni Bond
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
154,513.05
|
|
|
|
|
15.90
|
%
|
|
|
Record
|
|
High Yield Muni Bond
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
833,541.99
|
|
|
|
|
29.02
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
152,386.06
|
|
|
|
|
5.31
|
%
|
|
|
Record
|
|
International Classic Value
|
|
|
A
|
|
|
Charles Schwab & Co Inc
Mutual Funds Dept
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
89,220.46
|
|
|
|
|
17.50
|
%
|
|
|
Record
|
|
International Classic Value
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
18,847.99
|
|
|
|
|
17.61
|
%
|
|
|
Record
|
|
International Classic Value
|
|
|
C
|
|
|
Charles Schwab & Co Inc
Special Custody Acct FBO Customers
Attn Mutual Funds
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
64,099.56
|
|
|
|
|
26.11
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Oppenheimer & Co Inc. FBO
Thomas Celani Ttee
Thomas Celani Revoc Tr
C/O Luna Entertainment
42875 Grand River Ave Ste 201
Novi MI
48375-1782
|
|
|
|
35,287.32
|
|
|
|
|
14.37
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Donna L List Ttee Donna L List
Livingtrust
Aggr MW
3824 Charthouse Cir
Westlake Vlg CA
91361-3817
|
|
|
|
16,743.28
|
|
|
|
|
6.82
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Oppenheimer & Co Inc. FBO
Stanley E Fulton Ira-R/O
5738 Hedgehaven Ct
Las Vegas NV
89120-2553
|
|
|
|
16,367.95
|
|
|
|
|
6.67
|
%
|
|
|
Beneficial
|
|
F-12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
International Classic Value
|
|
|
I
|
|
|
New York Historical Society
Louise Mirrer
Richard A Shein
Stephanie T Benjamin
170 Central Park W
New York NY
10024-5194
|
|
|
|
108,670.91
|
|
|
|
|
46.69
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
NFS LLC FEBO
FIIOC Agent FBO
Qualified Employee
Plans 401k Finops-Ic Funds
100 Magellan Way
Covington KY
41015-1987
|
|
|
|
53,809.55
|
|
|
|
|
23.12
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
NFS LLC FEBO
Northern Trustco
PO Box 92956
Chicago Il
60675-0001
|
|
|
|
19,559.82
|
|
|
|
|
8.40
|
%
|
|
|
Record
|
|
Investment Grade Bond
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
107,299.70
|
|
|
|
|
15.59
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc Attn Cindy Tempesta
7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
63,116.58
|
|
|
|
|
9.17
|
%
|
|
|
Record
|
|
Investment Grade Bond
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
324,132.21
|
|
|
|
|
28.95
|
%
|
|
|
Record
|
|
Investment Grade Bond
|
|
|
I
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Dr E FL 2
Jacksonville FL
32246-6484
|
|
|
|
7,682.53
|
|
|
|
|
11.41
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
LPL Financial
9785 Towne Centre Dr
San Diego CA
92121-1968
|
|
|
|
5,773.67
|
|
|
|
|
8.57
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
LPL Financial
9785 Towne Centre Dr
San Diego CA
92121-1968
|
|
|
|
5,212.53
|
|
|
|
|
7.74
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
LPL Financial
9785 Towne Centre Dr
San Diego CA
92121-1968
|
|
|
|
4,120.38
|
|
|
|
|
6.12
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
LPL Financial
9785 Towne Centre Dr
San Diego CA
92121-1968
|
|
|
|
3,725.26
|
|
|
|
|
5.53
|
%
|
|
|
Record
|
|
F-13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
|
|
|
|
|
|
LPL Financial
9785 Towne Centre Dr
San Diego CA
92121-1968
|
|
|
|
3,598.69
|
|
|
|
|
5.34
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
LPL Financial
9785 Towne Centre Dr
San Diego CA
92121-1968
|
|
|
|
3,492.43
|
|
|
|
|
5.18
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
LPL Financial
9785 Towne Centre Dr
San Diego CA
92121-1968
|
|
|
|
3,484.96
|
|
|
|
|
5.17
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Hilliard Lyons Cust For
Bernard P Brilla IRA
Portfolio Advisor
283 Coal Mountain Rd
Orwigsburg PA
17961-9116
|
|
|
|
3,453.78
|
|
|
|
|
5.13
|
%
|
|
|
Beneficial
|
|
Large Cap Equity
|
|
|
A
|
|
|
Charles Schwab & Co Inc
Mutual Funds Dept
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
18,419,669.17
|
|
|
|
|
25.96
|
%
|
|
|
Record
|
|
Large Cap Equity
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
564,922.07
|
|
|
|
|
9.44
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
529,384.13
|
|
|
|
|
8.84
|
%
|
|
|
Record
|
|
Large Cap Equity
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
4,372,850.11
|
|
|
|
|
28.74
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
1,916,823.48
|
|
|
|
|
12.60
|
%
|
|
|
Record
|
|
Large Cap Equity
|
|
|
I
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
5,393,608.05
|
|
|
|
|
59.72
|
%
|
|
|
Record
|
|
Large Cap Select
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
14,075.56
|
|
|
|
|
7.47
|
%
|
|
|
Record
|
|
F-14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Large Cap Select
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
59,739.00
|
|
|
|
|
27.39
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
30,020.80
|
|
|
|
|
13.76
|
%
|
|
|
Record
|
|
Large Cap Select
|
|
|
I
|
|
|
NFS LLC FEBO
State Street Bank Trustco
Ttee Various Retirement Plans
4 Manhattanville Rd
Purchase NY
10577-2139
|
|
|
|
167,781.06
|
|
|
|
|
78.22
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
45,334.22
|
|
|
|
|
21.14
|
%
|
|
|
Record
|
|
Large Cap Select
|
|
|
R1
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
5,192.20
|
|
|
|
|
46.56
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
MG Trust Company Cust FBO
Flagship Industries Inc
700 17th St Ste 300
Denver CO
80202-3531
|
|
|
|
1,627.57
|
|
|
|
|
14.60
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
MG Trust Custodian
FBO Jay Carty
700 17th St Ste 300
Denver CO
80202-3531
|
|
|
|
1,404.53
|
|
|
|
|
12.60
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
MG Trust Company Cust FBO
Coral Gundlach Realtor
700 17th St Ste 300
Denver CO
80202-3531
|
|
|
|
1,007.66
|
|
|
|
|
9.04
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Pershing LLC
PO Box 2052
Jersey City NJ
07303-2052
|
|
|
|
829.883
|
|
|
|
|
7.44
|
%
|
|
|
Record
|
|
Massachusetts Tax-Free Income
|
|
|
A
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
752,435.48
|
|
|
|
|
9.95
|
%
|
|
|
Record
|
|
Massachusetts Tax-Free Income
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
122,540.78
|
|
|
|
|
18.14
|
%
|
|
|
Record
|
|
F-15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Massachusetts Tax-Free Income
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
227,600.98
|
|
|
|
|
21.91
|
%
|
|
|
Record
|
|
Mid Cap Equity
|
|
|
A
|
|
|
John Hancock Advisers LLC
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA
02210-2806
|
|
|
|
282,289.21
|
|
|
|
|
23.17
|
%
|
|
|
Record
|
|
Mid Cap Equity
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
35,617.86
|
|
|
|
|
13.47
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
John Hancock Advisers LLC
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA
02210-2806
|
|
|
|
13,769.54
|
|
|
|
|
5.21
|
%
|
|
|
Record
|
|
Mid Cap Equity
|
|
|
I
|
|
|
John Hancock Advisers LLC
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA
02210-2806
|
|
|
|
12,000.55
|
|
|
|
|
76.50
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
NFS LLC FEBO
Sarah L Hartstein Revocable Tru
Sarah L Hartstein
17 Trailside Rd
Medfield MA
02052-2237
|
|
|
|
889.472
|
|
|
|
|
5.67
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
852.251
|
|
|
|
|
5.43
|
%
|
|
|
Record
|
|
Money Market
|
|
|
C
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
2,284,828.84
|
|
|
|
|
6.10
|
%
|
|
|
Record
|
|
New York Tax-Free Income
|
|
|
A
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
342,439.91
|
|
|
|
|
9.17
|
%
|
|
|
Record
|
|
New York Tax-Free Income
|
|
|
B
|
|
|
NFS LLC FEBO
Theresa Giammarinaro
571 Muncey Rd
West Islip NY
11795-1813
|
|
|
|
46,824.05
|
|
|
|
|
8.52
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
44,264.16
|
|
|
|
|
8.06
|
%
|
|
|
Record
|
|
F-16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
28,228.43
|
|
|
|
|
5.14
|
%
|
|
|
Record
|
|
New York Tax-Free Income
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
47,918.30
|
|
|
|
|
11.20
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
RBC Capital Markets Corp FBO
Grunebaum Fam Ltd Partnership
Helen G Grunebaum
201 E 66th Street
New York NY
10065-6451
|
|
|
|
44,165.86
|
|
|
|
|
10.33
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Stifel Nicolaus & Co Inc
Jane Schwartz Stein
501 N Broadway
Saint Louis MO
63102-2131
|
|
|
|
41,252.70
|
|
|
|
|
9.64
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
RBC Capital Markets Corp FBO
Helen Grunebaum Ttee
E J Grunebaum Marital Trust
201 E 66th Street
New York NY
10065-6451
|
|
|
|
38,850.38
|
|
|
|
|
9.08
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
NFS LLC FEBO
Josephine Scoralick
57 Hillcrest Dr
Poughkeepsie NY
12603-2657
|
|
|
|
22,188.89
|
|
|
|
|
5.19
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
21,393.04
|
|
|
|
|
5.00
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
3,102,462.78
|
|
|
|
|
6.29
|
%
|
|
|
Record
|
|
Regional Bank
|
|
|
A
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
4,694,840.89
|
|
|
|
|
9.52
|
%
|
|
|
Record
|
|
Regional Bank
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
298,957.21
|
|
|
|
|
8.92
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
205,238.92
|
|
|
|
|
6.13
|
%
|
|
|
Record
|
|
F-17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Regional Bank
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
303,365.11
|
|
|
|
|
13.08
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
223,506.29
|
|
|
|
|
9.63
|
%
|
|
|
Record
|
|
Small Cap Intrinsic Value
|
|
|
A
|
|
|
Charles Schwab & Co Inc
Mutual Funds Dept
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
6,098,810.84
|
|
|
|
|
48.54
|
%
|
|
|
Record
|
|
Small Cap Intrinsic Value
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
416,231.68
|
|
|
|
|
15.93
|
%
|
|
|
Record
|
|
Small Cap Intrinsic Value
|
|
|
I
|
|
|
Patterson & Co FBO
Omnibus Cash/Cash
1525 West Wt Harris Blvd
Charlotte NC
28288-0001
|
|
|
|
954,002.56
|
|
|
|
|
51.87
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
401,881.29
|
|
|
|
|
21.85
|
%
|
|
|
Record
|
|
Small Cap
|
|
|
A
|
|
|
Charles Schwab & Co Inc
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA
94104-4151
|
|
|
|
406,274.13
|
|
|
|
|
8.08
|
%
|
|
|
Record
|
|
Small Cap
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
23,503.27
|
|
|
|
|
5.09
|
%
|
|
|
Record
|
|
Small Cap
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
167,186.39
|
|
|
|
|
12.72
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
109801250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
68,492.60
|
|
|
|
|
5.21
|
%
|
|
|
Record
|
|
F-18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Small Cap Equity
|
|
|
A
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
1,700,401.04
|
|
|
|
|
9.17
|
%
|
|
|
Record
|
|
Small Cap Equity
|
|
|
A
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
344,120.93
|
|
|
|
|
9.67
|
%
|
|
|
Record
|
|
Small Cap Equity
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
320,121.28
|
|
|
|
|
23.05
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
81,716.47
|
|
|
|
|
5.88
|
%
|
|
|
Record
|
|
Small Cap Equity
|
|
|
I
|
|
|
NFS LLC FEBO
FIIOC As Agent For
Qualified Employee Benefit
Plans (401k) Finops-IC Funds
100 Magellan Way Kw1c
Covington KY
41015-1987
|
|
|
|
217,848.64
|
|
|
|
|
81.95
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
MG Trust Company Cust FBO
Manistique Papers 401k
700 17th St Ste 300
Denver CO
80202-3531
|
|
|
|
17,890.06
|
|
|
|
|
6.73
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
MG Trust Custodian
FBO Cape Ann Local Lodge #2654
401k Plan
700 17th St Ste 150
Denver CO
80202-3502
|
|
|
|
17,568.53
|
|
|
|
|
6.61
|
%
|
|
|
Beneficial
|
|
Small Cap Equity
|
|
|
R1
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
81,747.45
|
|
|
|
|
60.18
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
MG Trust Company Cust FBO Setga
700 17th St Ste 300
Denver CO
80202-3531
|
|
|
|
15,365.81
|
|
|
|
|
11.31
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Counsel Trust DBA Matc FBO
R A M Enterprise Inc 401k PSP & Trust
1251 Waterfront Pl Ste 525
Pittsburgh PA
15222-4228
|
|
|
|
7,492.30
|
|
|
|
|
5.52
|
%
|
|
|
Beneficial
|
|
F-19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Small Cap
|
|
|
I
|
|
|
Wells Fargo Bank Na FBO
Universal Hospital Svcs Emp Pen Plan
PO Box 1533
Minneapolis MN
55480-1533
|
|
|
|
227,567.39
|
|
|
|
|
30.64
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
NFS LLC FEBO
Bank Of America Na
FBO Diocesan Inv Tr Of Ri Uam
PO Box 831575
Dallas TX
75283-1575
|
|
|
|
121,556.69
|
|
|
|
|
16.37
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
SEI Private Trust Company C/O
State Street Bank & Trust
Attn Mutual Fund Administrator
1 Freedom Valley Dr Oaks PA 19456
|
|
|
|
94,753.50
|
|
|
|
|
12.76
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Knotfloat & Co
C/O State Street Bank
1200 Crown Colony Dr
Quincy MA
02169-0938
|
|
|
|
75,609.79
|
|
|
|
|
10.18
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Boston Biomedical Research
Institute Inc
Charitable Organization
64 Grove Street
Watertown MA
02472-2829
|
|
|
|
61,177.01
|
|
|
|
|
8.24
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
RBC Capital Markets Corp FBO
Mammel Investment Co LLC
8805 Indian Hills Dr Ste 375
Omaha NE
68114-6004
|
|
|
|
56,456.35
|
|
|
|
|
7.60
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Union Bank Tr Nominee
FBO Sd Teamsters
PO Box 85484
San Diego CA
92186-5484
|
|
|
|
48,810.39
|
|
|
|
|
6.57
|
%
|
|
|
Beneficial
|
|
Sovereign Investors
|
|
|
C
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
94,926.55
|
|
|
|
|
11.92
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
69,482.95
|
|
|
|
|
8.72
|
%
|
|
|
Record
|
|
Sovereign Investors
|
|
|
I
|
|
|
NFS LLC FEBO
US Bank National Association
Omnibus Reinvest/Reinvest
1555 N Rivercenter Dr Ste 302
Milwaukee WI
53212-3958
|
|
|
|
1,013,677.46
|
|
|
|
|
78.29
|
%
|
|
|
Record
|
|
F-20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
Sovereign Investors
|
|
|
R1
|
|
|
John Hancock Advisers LLC
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA
02210-2806
|
|
|
|
6,013.23
|
|
|
|
|
68.31
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
MG Trust Company Cust FBO
Omni Irrigation, Inc
700 17th St Ste 300
Denver CO
80202-3531
|
|
|
|
1,243.35
|
|
|
|
|
14.12
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
Janney Montgomery Scott LLC
Gillespie Electric Inc
1801 Market St
Philadelphia PA
19103-1628
|
|
|
|
559.57
|
|
|
|
|
6.36
|
%
|
|
|
Beneficial
|
|
Strategic Income
|
|
|
A
|
|
|
John Hancock Life Insurance
Company (USA)
Rps Seg Funds & Accounting Et-7
601 Congress St
Boston MA
02210-2804
|
|
|
|
9,075,666.31
|
|
|
|
|
7.72
|
%
|
|
|
Record
|
|
Strategic Income
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
3,658,034.42
|
|
|
|
|
14.85
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
1,579,111.55
|
|
|
|
|
6.41
|
%
|
|
|
Record
|
|
Strategic Income
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
8,264,615.61
|
|
|
|
|
27.85
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
2,073,718.68
|
|
|
|
|
6.99
|
%
|
|
|
Record
|
|
Strategic Income
|
|
|
I
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
1,022,484.07
|
|
|
|
|
29.71
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Ameritrade Inc
PO Box 2226
Omaha NE
68103-2226
|
|
|
|
375,244.98
|
|
|
|
|
10.90
|
%
|
|
|
Record
|
|
Strategic Income
|
|
|
R1
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
180,663.66
|
|
|
|
|
23.35
|
%
|
|
|
Record
|
|
F-21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
|
|
|
|
|
|
MG Trust Company Cust FBO
First Tool Corporation
700 17th St Ste 300
Denver CO
80202-3531
|
|
|
|
135,280.86
|
|
|
|
|
17.48
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
C/O Mutual Funds
Wilmington Trust Company Ttee FBO
Richards Spears Kibbe & Orbe Assoc
401 K Ret Plan
PO Box 8880 Wilmington DE
19899-8880
|
|
|
|
75,876.63
|
|
|
|
|
9.81
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
MG Trust Company Cust FBO
Delta Employees 401k Profit Sharing
700 17th St Ste 300
Denver CO
80202-3531
|
|
|
|
51,306.72
|
|
|
|
|
6.63
|
%
|
|
|
Beneficial
|
|
Tax-Free Bond
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deerlake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
119,634.16
|
|
|
|
|
10.21
|
%
|
|
|
Record
|
|
Tax-Free Bond
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
745,747.91
|
|
|
|
|
37.13
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
107,149.11
|
|
|
|
|
5.33
|
%
|
|
|
Record
|
|
US Global Leaders Growth
|
|
|
B
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
276,275.34
|
|
|
|
|
10.47
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
201,702.18
|
|
|
|
|
7.64
|
%
|
|
|
Record
|
|
US Global Leaders Growth
|
|
|
C
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
920,639.12
|
|
|
|
|
30.82
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc
Attn Cindy Tempesta 7th Floor
333 West 34th Street
New York NY
10001-2402
|
|
|
|
361,134.70
|
|
|
|
|
12.09
|
%
|
|
|
Record
|
|
F-22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record or
|
|
|
|
Share
|
|
|
Shareholder Name
|
|
|
Number of
|
|
|
|
% of
|
|
|
|
Beneficial
|
Fund
|
|
|
Class
|
|
|
and Address
|
|
|
Shares
|
|
|
|
Ownership
|
|
|
|
Ownership
|
US Global Leaders Growth
|
|
|
I
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
621,472.85
|
|
|
|
|
53.96
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
NFS LLC FEBO
Huntington National Bank
7 Easton Oval
Columbus Oh
43219-6010
|
|
|
|
338,986.67
|
|
|
|
|
29.43
|
%
|
|
|
Record
|
|
US Global Leaders Growth
|
|
|
R1
|
|
|
MLPF&S for the
Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL
32246-6484
|
|
|
|
54,540.62
|
|
|
|
|
59.77
|
%
|
|
|
Record
|
|
|
|
|
|
|
|
Community Bank NA As Directed Ttee
Trustee FBO Hamburg Overhead Door
Inc 401k Retirement Savings Plan
6 Rhoads Dr Ste 7
Utica NY
13502-6317
|
|
|
|
5,526.49
|
|
|
|
|
6.06
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
MG Trust Custodian
FBO Gapasin Manor Inc
700 17th St Ste 300
Denver CO
80202-3531
|
|
|
|
5,469.57
|
|
|
|
|
5.99
|
%
|
|
|
Beneficial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of the Record Date, except as noted above with respect to a
family member of Keith F. Hartstein, the President and Chief
Executive Officer of each Trust, the Trustees and officers of
the Trusts, in the aggregate, beneficially owned less than 1% of
the outstanding shares of any class of any of the Funds.
F-23
Thank
You
for
mailing
your proxy
card promptly!
|
|
|
|
|
John Hancock Funds, LLC MEMBER FINRA/SIPC 601 Congress Street Boston, MA 02210-2805
1-800-225-5291 1-800-554-6713 TDD 1-800-338-8080 EASI-Line
www.jhfunds.com
Mutual Funds Institutional Services Private Managed Accounts Retirement Plans
|
LEGPX 2/09
** IMPORTANT NOTICE ** Regarding the Availability of Proxy Materials for the Special Joint Shareholder Meeting to be held on April 16, 2009 JOHN HANCOCK FUNDS You are receiving this communication because you are eligible to vote at this meeting and the materials &n
bsp; you should review before you cast your vote are now available. This communication presents only an overview of the more complete Proxy Materials that are available to you on the Internet. We encourage you to access and &
nbsp; review all of the important information contained in the Proxy Materials before voting. TRUST NAME FUND NAME Proxy Materials Available at www.accessmyproxy.com/johnhancock 3 Letter to Shareholders, Notice of Meeting, and Proxy Statement PROXY MATERIALS VIEW OR REQUEST You can choo
se to view the materials on-line or request a paper or e-mail copy. There is NO charge for requesting a copy. Have the 14 digit Control Number(s) (located on the following page(s) in the box(es) next to the arrow(s)) available. To facilitate timely delivery, please make the request as instructed to the right no later than April 6, 2009. MEETING INFORMATION Meeting Type: Special &nbs
p; Meeting Date: April 16, 2009 Meeting Time: 2:00 p.m. (Eastern time) For Shareholders as of: January 23, 2009 Meeting Location: 601 Congress Street Boston, Massachusetts 02210 Meeting Directions: For meeting directions please call: 1-800-225-5291 PROXY MATERIALS VIEW OR REQUEST You can choose to view the materials on-line or request a paper or e-mail copy. There is NO charge for requesting a co
py. Have the 14 digit Control Number(s) (located on the following page(s) in the box(es) next to the arrow(s)) available. To facilitate timely delivery, please make the request as instructed to the right no later than April 6, 2009. MEETING INFORMATION Meeting Type: Special Meeting Date: April 16, 2009 Meeting Time: 2:00 p.m. (Eastern time) For Sharehold
ers as of: January 23, 2009 Meeting Location: 601 Congress Street Boston, Massachusetts 02210 Meeting Directions: For meeting directions please call: 1-800-225-5291 |
|
|
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST. THE BOARD RECOMMENDS
A VOTE, IN THE CASE OF PROPOSAL I, FOR ELECTION OF ALL NOMINEES AND, IN THE CASE OF ALL OTHER
PROPOSALS, FOR APPROVAL OF EACH PROPOSAL. |
1. |
|
Election of eleven Trustees as members of the Board of
Trustees of each of the Trusts (all
Trusts): |
|
|
|
|
|
(01) James R. Boyle
|
|
(05) Deborah Jackson
|
|
(09) John A. Moore |
(02) John G. Vrysen
|
|
(06) Charles L. Ladner
|
|
(10) Steven R. Pruchansky |
(03) James F. Carlin
|
|
(07) Stanley Martin
|
|
(11) Gregory A. Russo |
(04) William H. Cunningham
|
|
(08) Patti McGill Peterson |
|
|
2. |
|
Approval of a new form of Advisory Agreement between each Trust and John Hancock Advisers,
LLC
(all Funds). |
|
3. |
|
Approval of the following changes to fundamental investment
restrictions (See Proxy Statement
for
Fund(s) voting on this Proposal): |
|
|
|
Revise: |
|
3(a) |
|
Concentration; |
|
|
3(b) |
|
Diversification; |
|
|
3(c) |
|
Underwriting; |
|
|
3(d) |
|
Real Estate; |
|
|
3(e) |
|
Loans; and |
|
|
3(f) |
|
Senior Securities. |
|
3(g) |
|
Oil, Gas & Mineral Programs; |
|
|
3(h) |
|
Investment to Exercise Control; |
|
|
3(i) |
|
Trustee and Officer Ownership; |
|
|
3(j) |
|
Margin Investment; Short Selling; |
|
|
3(k) |
|
Restricted Securities; |
|
|
3(l) |
|
Pledging Assets; |
|
|
3(m) |
|
Unseasoned Companies; |
|
|
3(n) |
|
Loans to Trust Officers & Trustees; and |
|
|
3(o) |
|
Warrants. |
4. |
|
Approval of amendments changing Rule 12b-1 Plans for certain classes of the Funds from
reimbursement to compensation Plans (All
Fund Classes except Classes I and NAV). |
|
5. |
|
Proposal adopting a manager of manager structure (All Funds except Classic Value II,
International
Classic Value, and Small Cap Funds). |
|
6. |
|
Revision to merger approval requirements (all Trusts). |
JHF-NA-0409