ThZeal - The Zeal

DEF 14A 1 txfrbond.txt TAX-FREE BOND TRUST (3845) As filed with the Securities and Exchange Commission on October 14, 2004. SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT FILE NUMBER 811-5968 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) [X] Filed by the Registrant [ ] Filed by a Party other than the Registrant Check the appropriate box: [ ] Preliminary Proxy Statement [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 JOHN HANCOCK TAX-FREE BOND TRUST (Name of Registrant as Specified in Its Charter) JOHN HANCOCK TAX-FREE BOND TRUST (Name of Person(s) Filing Proxy Statement) Payment of filing fee (check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or 14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission). [ ] Fee paid previously with preliminary materials. [X] No fee required. -------------------------------------------------------------------------------- Important Information -------------------------------------------------------------------------------- John Hancock(R) ------------------ JOHN HANCOCK FUNDS October 14, 2004 Dear Fellow Shareholder: I am writing to ask for your vote on an important matter concerning your investment in one or more of the John Hancock mutual funds. The attached proxy statement includes information regarding the election of your fund's board of trustees. Changes to the structure of your Board of Trustees Currently, the boards of trustees of the John Hancock family of funds are governed by a two-panel structure which came about because of past acquisitions of fund groups. Each panel has been responsible for approximately half of the funds within the family. Since 1998, members of the two panels have met concurrently for all Board and Committee meetings. As a result, each Trustee already has an understanding of the funds that are under the other panel's supervision, as well as issues that are common to all of the John Hancock funds. Several Trustees have reached the age for mandatory retirement and plan to retire in 2004 and 2005, making this an appropriate time to consolidate the two panels into one board of trustees. For each fund, this proposal asks shareholders to elect nine Trustees to serve until their respective successors are elected and qualified. Some of the nominees are currently on your fund's board of trustees, while the others are members of the other panel. The proxy statement includes a brief description of each nominee's background. It is important to note that eight of the nine nominees, including the nominee who serves as Chairman, are independent Trustees with no direct or indirect interest in John Hancock Advisers, LLC, your fund's investment adviser. No impact on your fund's objectives, policies or fees The proposal set forth in the enclosed proxy statement is considered a routine item. A routine item is one that makes no changes to a fund's investment objectives, policies or restrictions, or to the investment management contracts or fees. Your vote is important! Your Trustees believe the proposed changes will benefit you and your fellow shareholders and unanimously recommend that you vote in favor of this proposal. Please complete the enclosed proxy ballot form, sign it and mail it to us immediately. For your convenience, a postage-paid return envelope has been provided. A prompt response will help avoid the cost of additional mailings at your fund's expense. If you have any questions or need additional information, please contact your financial professional or call your John Hancock Funds Customer Service Representative at 1-800-225-5291, Monday through Friday between 8:00 A.M. and 7:00 P.M., Eastern Time. Thank you for your prompt action on this very important matter. Sincerely, /s/ James A. Shepherdson James A. Shepherdson Chief Executive Officer 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 Institutional Series Trust John Hancock Investment Trust John Hancock Investment Trust II John Hancock Investment Trust III John Hancock Series Trust John Hancock Sovereign Bond Fund John Hancock Strategic Series John Hancock Tax-Exempt Series John Hancock Tax-Free Bond Trust John Hancock World Fund (Collectively, the "Trusts") 101 Huntington Avenue, Boston, Massachusetts 02199 NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 1, 2004 This is the formal agenda for your fund's shareholder meeting. It tells you what matters will be voted on and the time and place of the meeting, in case you want to attend in person. A joint Special Meeting of Shareholders of each Trust will be held at the Trusts' offices located on the 10th floor at 101 Huntington Avenue, Boston, Massachusetts, on Wednesday, December 1, 2004 at 9:00 A.M., Eastern Time. The Trusts' Special Meetings are expected to be held concurrently and are referred to collectively as the "Meeting." The purpose of the Meeting is to consider and act upon the following: 1. To elect nine trustees to hold office until their respective successors have been duly elected and qualified. 2. To transact such other business as may properly come before the meeting or any adjournment of the meeting. Your Trustees recommend that you vote in favor of all of the nominees for trustee. Shareholders of record of each Trust as of the close of business on September 16, 2004 are entitled to notice of and to vote at the meeting and at any related follow-up meetings. Whether or not you expect to attend the meeting, please complete and return the enclosed proxy card. Please take a few minutes to vote now. By order of the boards of trustees, Susan S. Newton Secretary October 14, 2004 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 Institutional Series Trust John Hancock Investment Trust John Hancock Investment Trust II John Hancock Investment Trust III John Hancock Series Trust John Hancock Sovereign Bond Fund John Hancock Strategic Series John Hancock Tax-Exempt Series John Hancock Tax-Free Bond Trust John Hancock World Fund (Collectively, the "Trusts") This proxy statement contains the information you should know before voting on the proposals below. The Trusts will furnish without charge a copy of their most recent semiannual and annual reports to any shareholder upon request. Shareholders who want to obtain a copy of these reports should direct all written requests to the attention of the fund, 101 Huntington Avenue, Boston, Massachusetts 02199, or should call John Hancock Funds at 1-800-225-5291. Each Trust is divided into one or more separate series (each, a "fund"). The investment adviser to each fund is John Hancock Advisers, LLC (the "Adviser"). The principal underwriter of each fund's shares is John Hancock Funds, LLC (the "Distributor"). The principal business address of the Adviser and the Distributor is 101 Huntington Avenue, Boston, Massachusetts 02199. This proxy statement is furnished in connection with the solicitation of proxies by the board of trustees (the "Trustees") of each of the Trusts listed above on behalf of each respective fund set forth below. Trustees are elected on a Trust-wide basis. Therefore, all shareholders of each fund that is a series of the same Trust (and all classes of shares of those funds) vote together as a single class on the election of Trustees of that Trust. Each Trust will hold a separate election.

For purposes of this Proxy Statement, the term "Funds" shall also include the Trusts where appropriate. 3 INTRODUCTION This proxy statement is being used at the special meeting of each fund's shareholders to be held concurrently (collectively, the "Meeting") at 101 Huntington Avenue, Boston, Massachusetts, on Wednesday, December 1, 2004 at 9:00 A.M., Eastern Time. The purpose of the Meeting is to consider: 1. Proposal to elect nine Trustees to hold office until their respective successors have been duly elected and qualified. 2. Any other business that may properly come before the Meeting. This proxy statement and the proxy card are being mailed to each fund's shareholders on or about October 14, 2004. WHO IS ELIGIBLE TO VOTE? Shareholders of record on September 16, 2004 are entitled to attend and vote on each proposal at the meeting or any adjourned meeting. Each share is entitled to one vote. All shareholders of each fund that is a series of the same Trust (and all classes of shares of those funds) vote together as a single class on the election of Trustees. Each Trust will hold a separate election. Shares represented by properly executed proxies, unless revoked before or at the meeting, will be voted according to shareholder instructions. If you sign a proxy, but do not fill in a vote, your shares will be voted in favor of each of the nominees. If any other business comes before the Meeting, your shares will be voted at the discretion of the persons named as proxies. PROPOSAL 1 ELECTION OF TRUSTEES Currently, there are two separate groups of Trustees. These groups are referred to as "Panel A" and "Panel B." As set forth in the table in the introduction to this Proxy Statement, the Panel A Trustees serve as Trustees of certain Trusts and the Panel B Trustees serve as Trustees of the remaining Trusts. This two-panel structure evolved because John Hancock acquired investment advisers to other fund groups and integrated the funds and their Boards into the John Hancock funds. However, since March of 1998 Panel A Trustees and Panel B Trustees have met concurrently for all Board and Committee meetings. As a result, each Trustee already has some understanding of the funds that are under the other Panel's supervision. For some time, the Panel A and Panel B Trustees have been considering ways to improve the effectiveness of their oversight of the funds, including combining the two Panels of Trustees. A number of the Trustees from each panel have reached the age for mandatory retirement, and the Trustees believe that with these retirements scheduled for 2004 and early 2005, this 4 would be an appropriate time to consolidate the two Panels into one board of trustees. In addition, the Trustees noted that shareholders have not had an opportunity to elect Trustees for a number of years. Consequently, on September 14, 2004, the Panel A Trustees and the Panel B Trustees, including all of the Trustees who are not "interested persons" (as defined by the Investment Company Act of 1940, as amended (the "1940 act")) of the funds (the "independent Trustees"), voted to approve, and to recommend that the funds' shareholders vote to approve, the election of each nominee listed below (collectively, the "Nominees"). Each Nominee currently serves either as a Panel A Trustee or a Panel B Trustee. If approved by the shareholders, the proposal will result in each fund being governed by the same collective board of trustees. The election for all funds will be effective January 1, 2005, except funds in the Equity Trust, which will be effective December 1, 2004. Of the nine nominees, eight are Independent Trustees. Two of the nine Trustees currently serve on both Panel A and Panel B; three serve on Panel A; and four serve on Panel B. Each independent Nominee was approved by the Administration Committee of the applicable fund's existing board of trustees, and each Nominee was recommended by the Trustees of the applicable fund, including the independent Trustees. Information concerning the background of each Nominee is included below. Using the enclosed form of proxy, a shareholder may authorize the proxies to vote his or her shares for the Nominees or may withhold from the proxies authority to vote his or her shares for one or more of the Nominees. If no contrary instructions are given, the proxies will vote FOR the Nominees. Each of the Nominees has consented to his or her nomination and has agreed to serve if elected. If for any reason, any Nominee should not be available for election or able to serve as a Trustee, the proxies will exercise their voting power in favor of such substitute Nominee, if any, as each of the Fund's Trustees may designate. None of the funds has any reason to believe that it will be necessary to designate a substitute Nominee. Information Concerning Nominees The following table sets forth each Nominee's principal occupation or employment and other directorships during the past five years. The table sets forth the Panel on which each Nominee currently serves, the date he or she first became a Trustee and the number of funds each Nominee currently oversees. If elected all Trustees will oversee forty-eight funds. The table also sets forth the above information for the Trustees not standing for election. 5 NOMINEES FOR ELECTION

6 NOMINEES FOR ELECTION

7 NOMINEES FOR ELECTION

8 NOMINEES FOR ELECTION

9 TRUSTEES NOT STANDING FOR ELECTION

10 TRUSTEES NOT STANDING FOR ELECTION

+ "Interested person," as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), of the funds and the Adviser. Mr. Shepherdson is deemed to be an "interested person" because he is Chairman, Director, President and Chief Executive Officer of the Adviser and President and Chief Executive Officer of the Distributor. (*) Messrs. Aronowitz, Farrell, Glavin, Pratt and Toolan are retiring on December 31, 2004. (**) Messrs. Cosgrove and Smith are retiring on March 31, 2005 and June 30, 2005, respectively. 11 Executive Officers In addition to the President and Chief Executive Officer (Mr. Shepherdson), the table below lists each fund's executive officers.

(1) The business address for the independent and interested Trustees and officers is 101 Huntington Avenue, Boston Massachusetts 02199 Each Trust's board of trustees currently has four standing Committees: the Audit Committee, the Administration Committee, the Contracts/Operations Committee and the Investment Performance Committee. Each Committee is comprised of Independent Trustees who are not "interested persons." 12 The current membership of each Committee and the anticipated membership if the nominees are elected, are set forth below.

* Messrs. Aronowitz, Farrell, Glavin, Pratt and Toolan are retiring on December 31, 2004. ** Messrs. Cosgrove (Panel A) and Smith (Panel B) are retiring on March 31, 2005 and June 30, 2005, respectively. + Current Panel A or Panel B funds only. The Board has adopted a written charter for the Audit Committee. The Audit Committee recommends to the full Board the appointment of outside auditors for the fund, monitors and oversees the audits of the fund, communicates with both independent auditors and internal auditors on a regular basis and provides a forum for the auditors to report and discuss any matters they deem appropriate at any time. All of the Independent Trustees are members of the Administration Committee. The Administration Committee reviews the activities of the other three standing committees and makes the final selection and nomination of candidates to serve as Independent Trustees. All members of the Administration Committee are independent under the New York Stock Exchange's Revised Listing Rules and are Independent Trustees. The Board has adopted a written charter for the Administration Committee, which is attached as Exhibit B to this proxy. The Administration Committee selects and nominates for elections candidates for Independent Trustees. The Trustees who are not Independent Trustees and the officers of the fund are nominated and selected by the Board. In reviewing a potential nominee and in evaluating the renomination of current Independent Trustees, the Administration Committee expects to apply the following criteria: (i) the nominee's reputation for integrity, honesty and adherence to high ethical standards, (ii) the nominee's business acumen, 13 experience and ability to exercise sound judgments, (iii) a commitment to understand the fund and the responsibilities of a trustee of an investment company, (iv) a commitment to regularly attend and participate in meetings of the Board and its committees, (v) the ability to understand potential conflicts of interest involving management of the fund 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 nominee's ability to represent the interests of all the shareholders and to fulfill the responsibilities of an Independent Trustee. The Administration Committee does not necessarily place the same emphasis on each criteria and each nominee may not have each of these qualities. The Administration Committee does not discriminate on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. As long as an existing Independent Trustee continues, in the opinion of the Administration Committee, to satisfy these criteria, each fund anticipates that the Committee would favor the renomination of an existing Trustee rather than a new candidate. Consequently, while the Administration Committee will consider nominees recommended by shareholders to serve as trustees, the Administration Committee may only act upon such recommendations if there is a vacancy on the Board or the Administration Committee determines that the selection of a new or additional Independent Trustee is in the best interests of the funds. In the event that a vacancy arises or a change in Board membership is determined to be advisable, the Administration Committee will, in addition to any shareholder recommendations, consider candidates identified by other means, including candidates proposed by members of the Administration Committee. While it has not done so in the past, the Administration Committee may retain a consultant to assist the Committee in a search for a qualified candidate. Any shareholder recommendation 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 Administration Committee. In evaluating a nominee recommended by a shareholder, the Administration 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 shareholder's candidate among the slate of nominees, the candidate's name will be placed on the fund's proxy card. If the Administration Committee or the Board determines not to include such candidate among the Board's designated nominees and the shareholder has satisfied the requirements of Rule 14a-8, the shareholder's 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 14 distributed with the fund's proxy statement. Each of the nominees for election as Trustee was recommended by the Administration Committee, except for Mr. Shepherdson, who was recommended by the Board. Shareholders may communicate with the members of the Board as a group or individually. Any such communication should be sent to the Board or an individual Trustee c/o the secretary of the fund at the address on the notice of this meeting. The Secretary may determine not to forward any letter to the members of the Board that does not relate to the business of the fund. Mr. Shepherdson typically attends shareholder meetings and other members of the Board may, but generally do not, attend. The Contracts/Operations Committee oversees the initiation, operation, and renewal of the various contracts between the fund and other entities. These contracts include advisory and subadvisory agreements, custodial and transfer agency agreements and arrangements with other service providers. The Investment Performance Committee monitors and analyzes the performance of the funds generally, consults with the Adviser as necessary if a fund is considered to require special attention, and reviews fund peer groups and other comparative standards as necessary. Each board of trustees and each committee held four meetings during each fund's fiscal year. With respect to each fund, no Trustee attended fewer than 75% of the aggregate of (1) the total number of meetings of the Trustees of the fund; and (2) the total number of meetings held by all committees of the Trustees on which they served. The funds hold joint meetings of the Trustees and all committees. Trustee Ownership The following table provides a dollar range indicating each Trustee's ownership of the funds as well as aggregate holdings of all John Hancock funds overseen by the Trustees or nominees, as of July 31, 2004. 15 Trustee Holding Dollar Range Overseen by NOMINEES FOR ELECTION(1)

16 Trustee Holding Dollar Range Overseen by NOMINEES FOR ELECTION(1)

17 Trustee Holding Dollar Range Overseen by TRUSTEES NOT STANDING FOR ELECTION(1)

18 Trustee Holding Dollar Range Overseen by TRUSTEES NOT STANDING FOR ELECTION(1)

* Messrs. Aronowitz, Farrell, Glavin, Pratt and Toolan are retiring on December 31, 2004. ** Messrs. Cosgrove and Smith are retiring on March 31, 2005 and June 30, 2005, respectively. (1) The amounts reflect the aggregate dollar range of equity securities beneficially owned by the Trustees in the funds and in all John Hancock funds overseen by each Trustee. For each Trustee, the amounts reflected include share equivalents of certain John Hancock funds in which the Trustee is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Trustees, as more fully described under "Remuneration of Officers and Trustees". The information as to beneficial ownership is based on statements furnished to the funds by the Trustees. Each of the Trustees has all voting and investment powers with respect to the holdings indicated. None of the Trustees beneficially owned individually, and the Trustees and executive officers of the funds as a group did not beneficially own, in excess of one percent of the outstanding shares of any fund. (2) The Massachusetts, New York and California Tax-Free Funds may only be purchased by residents of the respective states. (3) Individuals are not permitted to purchase these funds. 19 Remuneration of Officers and Trustees The following table provides information about the compensation paid by the funds and the other investment companies in the John Hancock fund complex to the Independent Trustees for their services for each fund's most recently completed fiscal year. Any non-independent Trustees, and each of the officers of the funds are interested persons of the Adviser, are compensated by the Adviser and/or its affiliates and receive no compensation from the funds for their services. The aggregate annual compensation figures in the table below include any compensation deferred at the election of the Trustee. The funds do not provide pension or retirement benefits to the Trustees. 20 Aggregate Compensation of the Independent Trustees

21 Aggregate Compensation of the Independent Trustees

22 Aggregate Compensation of the Independent Trustees

23 Aggregate Compensation of the Independent Trustees

(1) Mr. Ladner became a Panel A Trustee on June 16, 2004. (2) The total compensation paid by the John Hancock fund complex to the Independent Trustees for the calendar year ended December 31, 2003. Mr. Chapman was Trustee of 20 funds, Messrs. Carlin, Cunningham, Dion, Ladner and Pruchansky were Trustees of 29 funds. Mr. Moore and Ms. McGill Peterson were Trustees of 30 funds in the John Hancock fund complex. * Messrs. Aronowitz, Farrell, Glavin, Pratt and Toolan are retiring on December 31, 2004. ** Messrs. Cosgrove and Smith are retiring on March 31, 2005 and June 30, 2005, respectively. + As of December 31, 2003, if the following Trustees were deemed to own the shares used in computing the value of the aggregate accrued deferred compensation amount from all funds in the John Hancock fund complex, that value would be: for Mr. Chapman $63,573, for Mr. Cosgrove $210,257 (retiring), for Mr. Cunningham $563,218, for Mr. Dion $193,220, for Mr. Glavin $306,646 (retiring), for Mr. Moore $248,464, for Mr. Pruchansky $150,981, for Mr. Smith $276,224 (retiring) and for Mr. Toolan $633,254 (retiring), under the John Hancock Deferred Compensation Plan for Independent Trustees ("the Plan"). Under the Plan, an Independent Trustee may elect to have his deferred fees invested by a fund in shares of one or more funds in the John Hancock fund complex, and the amount paid to the Trustees under the Plan will be determined based upon the performance of such investments. Deferral of Trustees' fees does not obligate any fund to retain the services of any Trustee or obligate a fund to pay any particular level of compensation to the Trustee. 24 Material Relationships of the Independent Trustees As of December 31, 2003, none of the Independent Trustees, nor any immediate family member, owned shares of John Hancock Advisers, LLC (the "Adviser") or a principal underwriter of the funds, nor did 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 $60,000 and in which any 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 $60,000 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 $60,000, 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 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 $60,000, in which the following persons were or are a party: the funds, an officer of the funds, 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 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 of the funds, 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 its affiliated persons or has a material interest adverse to the funds or any of its affiliated persons. In addition, there have been no legal proceedings that are material 25 to an evaluation of the ability or integrity of any Trustee or executive officer of the funds within the past five years. VOTING RIGHTS AND REQUIRED VOTE Each share of your fund regardless of class is entitled to one vote and each fractional share shall be entitled to a proportionate fractional vote. A quorum is required to conduct business at the meeting. In order for a quorum to exist, a majority of the shares outstanding and entitled to vote must be present, in person or by proxy, as determined in accordance with the table below. Approval of each Nominee requires the affirmative vote of a plurality of the shares of your Trust outstanding and entitled to vote. For this purpose, a plurality of the outstanding shares of your Trust means that, provided a quorum exists, the nine Nominees up for election that receive the greatest number of votes will be elected as Trustees regardless of the number of votes cast. Proposal 1 is considered a "routine matter" on which brokers holding shares in street name may vote without instruction.

If the required approval of shareholders is not obtained, the meeting may be adjourned as more fully described in this proxy. 26 INFORMATION CONCERNING THE MEETING Solicitation of Proxies In addition to the mailing of these proxy materials, proxies may be solicited by telephone, by fax or in person by the Trustees, officers and employees of your fund; by personnel of the Adviser, and your fund's transfer agent, John Hancock Signature Services, Inc. ("JHSS"); or by broker-dealer firms. JHSS, together with a third party solicitation firm, has agreed to provide proxy solicitation services to the funds at a cost of approximately $3,500, per fund, which will be paid by the funds. Revoking Proxies A fund shareholder signing and returning a proxy has the power to revoke it at any time before it is exercised: o By filing a written notice of revocation with John Hancock Signature Services, Inc., 1 John Hancock Way, Suite 1000, Boston, MA 02217-1000, or o By returning a duly executed proxy with a later date before the time of the meeting, or o If a shareholder has executed a proxy but is present at the meeting and wishes to vote in person, by notifying the secretary of your fund (without complying with any formalities) at any time before it is voted. Being present at the meeting alone does not revoke a previously executed and returned proxy. 27 OUTSTANDING SHARES AND VOTING REQUIREMENTS On the record date, the following number of shares of beneficial interest of each fund were outstanding:

Only shareholders of record on the record date are entitled to notice of and to vote at the meeting. A majority of the outstanding shares of each Trust that are entitled to vote will be considered a quorum for the transaction of business. 29 Other Business The fund's board of trustees knows of no business to be presented for consideration at the meeting other than the proposal. If other business is properly brought before the meeting, proxies will be voted according to the best judgment of the persons named as proxies. Adjournments If, by the time scheduled for the meeting, a quorum of shareholders is not present or if a quorum is present but sufficient votes "for" the proposal have not been received, the persons named as proxies may propose one or more adjournments of the meeting to another date and time, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice. Any such adjournment will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the meeting to be adjourned. The persons named as proxies will vote all proxies in favor of the adjournment that voted in favor of the proposal or that abstained. They will vote against such adjournment those proxies required to be voted against the proposal. Broker non-votes will be disregarded in the vote for adjournment. If the adjournment requires setting a new record date or the adjournment is for more than 60 days from the original meeting (in which case the board of trustees of your fund will set a new record date), your fund will give notice of the adjourned meeting to its shareholders. Telephone Voting In addition to soliciting proxies by mail, by fax or in person, your fund(s) may also arrange to have votes recorded by telephone by officers and employees of your fund(s) or by personnel of the adviser or transfer agent or a third party solicitation firm. The telephone voting procedure is designed to verify a shareholder's identity, to allow a shareholder to authorize the voting of shares in accordance with the shareholder's instructions and to confirm that the voting instructions have been properly recorded. o A shareholder will be called on a recorded line at the telephone number in the fund's account records and will be asked to provide the shareholder's social security number or other identifying information. o The shareholder will then be given an opportunity to authorize proxies to vote his or her shares at the Meeting in accordance with the shareholder's instructions. Alternatively, a shareholder may call the funds' Voice Response Unit to vote; o Read the proxy statement and have your proxy card at hand. o Call the toll-free number located on your proxy card. 30 o Enter the 12- or 14-digit "control number" found on your proxy card. o Follow recorded instructions. With both methods of telephone voting, to ensure that the shareholder's instructions have been recorded correctly, the shareholder will also receive a confirmation of the voting instructions by mail with a toll-free number to call if the voting information contained in the confirmation is incorrect. If the shareholder decides after voting by telephone to attend the Meeting, the shareholder can revoke the proxy at that time and vote the shares at the Meeting. 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, that must be borne by you. o Read the proxy statement and have your proxy card at hand. o Go to the Web site www.jhfunds.com. o Enter the 12- or 14-digit "control number" found on your proxy card. o Follow the recorded instructions. Please call us at 1-800-225-5291 if you have any problems. o To insure 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. SHAREHOLDER'S PROPOSALS Your fund is not required and does not intend to hold meetings of shareholders each year. Instead, meetings will be held only when and if required. Any shareholders desiring to present a proposal for consideration at the next meeting for shareholders must submit the proposal in writing, so that it is received by your fund at 101 Huntington Avenue, Boston, Massachusetts 02199 within a reasonable time before any meeting. 31 AVAILABLE INFORMATION Your fund is subject to the informational requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and files reports, proxy statements and other information with the SEC. These reports, proxy statements and other information filed by your fund can be inspected and copied (for a duplication fee) at the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C., Northeast Regional Office, The Woolworth Building, 233 Broadway, New York, New York 10279 and at the Midwest Regional Office (500 West Madison Street, Suite 1400, Chicago, Illinois). Copies of these materials can also be obtained by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, copies of these documents may be viewed on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. 32 OWNERSHIP OF SHARES IN THE FUND To the knowledge of the funds, as of September 16, 2004, the following persons owned of record or beneficially 5% or more of the outstanding Class A, Class B, Class C, Class I or Class R shares of the funds.

As of September 16, 2004, the Trustees and officers of each fund owned in the aggregate less than 1% of the outstanding shares of that fund. 47 EXHIBIT A JOHN HANCOCK FUNDS ADMINISTRATION COMMITTEE CHARTER A. Composition. The Administration Committee shall be composed of all Trustees who are both "independent" as defined in the rules of the New York Stock Exchange and are not "interested persons" as defined in the Investment Company Act of 1940 of John Hancock Adviser LLC or of the Trust (the "Independent Trustees"). B. Overview. The overall charter of the Administration Committee is: (i) to review and comment on complex-wide matters to facilitate uniformity among the funds; (ii) to select and nominate Independent Trustees to be added to the Board; (iii) to oversee liaison between management and the Independent Trustees; (iv) to review the performance of the Independent Trustees as appropriate; (v) to review matters relating to the Independent Trustees, such as compensation, retirement arrangements, Committee assignments and the like; (vi) to consider matters of general corporate governance applicable to the Independent Trustees, and (vii) when appropriate, to oversee the assignment of tasks to other Committees. C. Nomination of Independent Trustees 1. Selection of Trustee Nominees. Except where the funds are legally required to provide third parties with the ability to nominate trustees, the Administration Committee shall be responsible for (i) identifying individuals qualified to become Independent Trustees and (ii) recommending to the Board of Trustees the persons to be nominated for election as Independent Trustees at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board by the death, resignation or removal of an Independent Trustee. Persons to serve as Trustees who are not Independent Trustees shall be nominated by the Board. 2. Criteria for Selecting Trustees. The Administration Committee shall use the criteria and the principles set forth on Annex A, as revised from time to time, to guide its trustee selection process. The Administration Committee shall periodically review the requisite skills and criteria for Independent Trustees as well as the composition of the Board as a whole. The Committee shall adopt, and periodically review and revise as it deems appropriate, procedures regarding trustee candidates recommended by shareholders. The current policy is attached as Annex A. D. Other Specific Responsibilities. The Administration Committee shall have the following duties and powers, to be exercised at such times and in such manner as the Committee shall deem necessary or appropriate: A-1 1. To consider the allocation of activities among the various Committees and the full Board, to suggest to the Committees the degree of detail in their reports to the full Board, and to establish membership and rotation policies for Committees. 2. To consider the number of funds under supervision by the Independent Trustees and the ability of the Independent Trustees to discharge successfully their fiduciary duties and to pursue self-education in mutual fund matters. 3. To propose the amount of compensation to be paid by the funds to the Independent Trustees and to address compensation-related matters, such as expense reimbursement policies. 4. To evaluate, from time to time, the time, energy, expertise, knowledge, judgment and personal skills which Independent Trustees brings to the Board and to consider retirement policies for the Independent Trustees. 5. To participate in the development of agendas for Board and Committee meetings. 6. To consider, evaluate and make recommendations regarding the type and amount of fidelity bond, and director and officer and/or errors and omission insurance coverage, for the funds, the Board and the Independent Trustees, as applicable. 7. To consider, evaluate and make recommendations and necessary findings regarding independent legal counsel and any other advisers, experts or consultants, that may be engaged from time to time, other than as may be engaged directly by another Committee. 8. To evaluate feedback from shareholders as appropriate. Annex A includes procedures for shareholders to communicate with the members of the Administration Committee. E. Additional Responsibilities. The Committee will also perform other tasks assigned to it from time to time by full Board, and will report findings and recommendations to the full Board, as appropriate. F. Governance. One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, presiding over meetings, and making reports to the full Board, as appropriate. G. Miscellaneous. The Committee shall meet as often as it deems appropriate, with or without management, as circumstances require. The Committee shall have the resources and authority appropriate to discharge its A-2 responsibilities, including the authority to retain special counsel and other advisers, experts or consultants, at the funds' expense, as it determines necessary to carry out its duties. The Committee shall have direct access to such officers of and service providers to the funds as it deems desirable. H. Review. The Committee shall review this Charter periodically and recommend such changes to the full Board as it deems desirable. A-3 ANNEX A General Criteria 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 fund(s) and should be willing and able to contribute positively to the decision-making process of the fund(s). 3. Nominees should have a commitment to understand the fund(s), 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 fund, 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 the nominee's ability to represent the interests of all the shareholders and to fulfill the responsibilities of a director /trustee. 6. Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The value of diversity on the Board should be considered. Application of Criteria to Existing 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 Administrative Committee shall consider the existing trustees' performance on the Board and any committee. Review of Shareholder Nominations Any shareholder recommendation must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934 to be considered by the Administration Committee. In evaluating a nominee recommended by a shareholder, the Administration 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 shareholder's candidate among the slate of nominees, the candidate's name will be placed on the fund's proxy card. If the Administration A-4 Committee or the Board determines not to include such candidate among the Board's designated nominees and the shareholder has satisfied the requirements of Rule 14a-8, the shareholder's 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 fund's proxy statement. As long as an existing Independent Trustee continues, in the opinion of the Administration 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 Administration Committee will consider nominees recommended by shareholders to serve as trustees, the Administration Committee may only act upon such recommendations if there is a vacancy on the Board or the Administration Committee determines that the selection of a new or additional Independent 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 Administration Committee will, in addition to any shareholder recommendations, consider candidates identified by other means, including candidates proposed by members of the Administration Committee. While it has not done so in the past, the Administration Committee may retain a consultant to assist the Committee in a search for a qualified candidate. Communications from shareholders Shareholders may communicate with the members of the Board as a group or individually. Any such communication should be sent to the Board or an individual Trustee c/o the secretary of the fund at the address on the notice of this meeting. The Secretary may determine not to forward any letter to the members of the Board that does not relate to the business of the fund. A-5 ----------------------- Thank You for mailing your proxy card promptly! ----------------------- John Hancock(R) John Hancock Funds, LLC [graphic omitted] MEMBER NASD WORLDWIDE SPONSOR 101 Huntington Avenue Boston, MA 02199-7603 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 JHFPX 10/04 John Hancock ------------ JOHN HANCOCK FUNDS ------------------------------------------------------------------------- THREE EASY WAYS TO VOTE YOUR PROXY Read the Proxy Statement and have the Proxy card at hand. TELEPHONE: Call 1-888-221-0697 and follow the simple instructions INTERNET: Go to www.jhfunds.com/proxy and follow the online instructions MAIL: Vote, sign, date and return your proxy card by mail If you vote by Telephone or Internet, do not mail your proxy. ----------- -------------------------------------------------------------------------- ------------------ 999 999 999 999 99 ------------------ FUND NAME PRINTS HERE JOINT SPECIAL MEETING OF SHARHOLDERS-DECEMBER 1, 2004 PROXY SOLICITATION BY THE BOARD OF TRUSTEES The undersigned, revoking previous proxies, hereby appoint(s) Richard A. Brown, Susan S. Newton and William H. King, with full power of substitution in each, to vote all the shares of beneficial interest of the above-referenced Fund which the undersigned is (are) entitled to vote at the Joint Special Meeting of Shareholders (the "Meeting") to be held at 101 Huntington Avenue, Boston, Massachusetts, on December 1, 2004 at 9:00 a.m., Eastern time, and at any adjournment(s) of the Meeting. All powers may be exercised by a majority of all proxy holders or substitutes voting or acting, or, if only one votes and acts, then by that one. Receipt of the Proxy Statement dated October 14, 2004 is hereby acknowledged. If not revoked, this proxy shall be voted for the proposal. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE Date ______________________,2004 ---------------------------------------- ---------------------------------------- Signature(s) (Sign in the Box) Note: Signature(s) should agree with the name(s) printed herein. When signing as attorney, executor, administrator, trustee or guardian, please give your full name as such. If a corporation, please sign in full corporate name by president or authorized officer. If a partnership, please sign in partnership name by authorized person. JH 12/2004 lp Please fill in box as shown using black or blue ink or number 2 pencil.[X} PLEASE DO NOT USE FINE POINT PENS. VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS THIS PROXY WILL BE VOTED IN FAVOR OF (FOR) PROPOSAL 1 IF NO SPECIFICATION IS MADE BELOW. AS TO ANY OTHER MATTER, THE PROXY OR PROXIES WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGEMENT. 1. To elect the following nominees to serve as Trustees of the Funds. (1) James F. Carlin (4) Ronald R. Dion (7) Patti McGill Peterson FOR ALL WITHHOLD FOR ALL (2) Richard P. Chapman Jr.(5) Charles L. Ladner (8) Steven R. Pruchansky NOMINEES FROM ALL EXCEPT* (3) William H. Cunningham (6) John A. Moore (9) James A. Shepherdson NOMINEES [ ] [ ] [ ]

---------------------------------------------------------------------------- *(To withhold authority to vote for any nominee, mark "For All Except" and write that nominee's number on the line above.) PLEASE BE SURE TO DATE AND SIGN THE PROXY CARD IN THE SPACES PROVIDED ON THE REVERSE SIDE JH 12/2004 lp ================================================================================ John Hancock EZVOTE Consolidated Proxy Card ----------- JOHN HANCOCK FUNDS This form is your EzVote Consolidated Proxy. It reflects all of your accounts registered to the same Social Security or Tax I.D. number at this address. By voting and signing the Consolidated Proxy Card, you are voting all of these accounts in the same manner as indicated on the reverse side of the form. ------------------ 999 999 999 999 99 ------------------ PROXY FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS - DECEMBER 1, 2004 The undersigned, revoking previous proxies, hereby appoint(s) Richard A. Brown, Susan S. Newton and William H. King, with full power of substitution in each, to vote all the shares of beneficial interest which the undersigned is (are) entitled to vote at the Joint Special Meeting of Shareholders (the "Meeting") to be held at 101 Huntington Avenue, Boston, Massachusetts, on December 1, 2004 at 9:00 a.m., Eastern time, and at any adjournment(s) of the Meeting. All powers may be exercised by a majority of all proxy holders or substitutes voting or acting, or, if only one votes and acts, then by that one. Receipt of the Proxy Statement dated October 14, 2004 is hereby acknowledged. If not revoked, this proxy shall be voted for the proposal. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date __________________, 2004 -------------------------------- -------------------------------- Signature(s) (Sign in the Box) NOTE: Signature(s) should agree with the name(s) printed herein. When signing as attorney, executor, administrator, trustee or guardian, please give your full name as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. JH 2004 EZ lp ==============DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW=============== -------------------------------------- VOTE ON THE INTERNET [Computer Graphic] o Log on to: www.jhfunds.com/proxy o Follow the on-screen instructions. -------------------------------------- -------------------------------------- VOTE BY PHONE [Phone Graphic] o Dial 1-888-221-0697 (TOLL FREE) o Follow the recorded instructions. -------------------------------------- -------------------------------------- VOTE BY MAIL [Mail Graphic] o Vote, signand date the EZVote o Detach the upper portion of the card and return in the postage-paid envelope provided. -------------------------------------- NOTE: If you vote by phone or Internet, do not return your Consolidated Proxy Card. Keep it for your files. INDIVIDUAL BALLOTS On the reverse side of this form (and on accompanying pages, if necessary) you will find individual ballots, one for each of your accounts. If you would wish to vote each of these accounts separately, sign in the signature box below, mark each individual ballot to indicate your vote, detach the form at the perforation above and return the individual ballots portion only. NOTE: If you elect to vote each account separately, do not return the Consolidated Proxy Card above. SIGN BELOW ONLY IF YOU ARE VOTING EACH ACCOUNT SEPARATELY Date __________________, 2004 ------------------------------------------------------------ ------------------------------------------------------------ Signature(s) (Please sign in box) NOTE: Signature(s) should agree with the name(s) printed herein. When signing as attorney, executor, administrator, trustee or guardian, please give your full name as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. JH 2004 EZ IND lp ================================================================================ EZVOTE Consolidated Proxy Card Please fill in box as shown using black or blue ink or number 2 pencil. [X] PLEASE DO NOT USE FINE POINT PENS. THIS PROXY WILL BE VOTED IN FAVOR OF (FOR) PROPOSAL 1 IF NO SPECIFICATION IS MADE BELOW. AS TO ANY OTHER MATTER, THE PROXY OR PROXIES WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGEMENT. 1. To elect the following nominees to serve as Trustees of the Funds. (1) James F. Carlin (4) Ronald R. Dion (7) Patti McGill Peterson FOR ALL WITHHOLD FOR ALL (2) Richard P. Chapman Jr.(5) Charles L. Ladner (8) Steven R. Pruchansky NOMINEES FROM ALL EXCEPT* (3) William H. Cunningham (6) John A. Moore (9) James A. Shepherdson NOMINEES [ ] [ ] [ ]

---------------------------------------------------------------------------- *(To withhold authority to vote for any nominee, mark "For All Except" and write that nominee's number on the line above.) PLEASE BE SURE TO DATE AND SIGN THE PROXY CARD IN THE SPACES PROVIDED ON THE REVERSE SIDE JH 2004 EZ lp ==============DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW=============== INDIVIDUAL BALLOTS NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL BALLOTS BELOW. -------------------------------------------------------------------------------- 999 999 999 999 99 FUND NAME PRINTS HERE FOR ALL WITHHOLD FOR ALL NOMINEES FROM ALL EXCEPT* NOMINEES 1. ELECTION OF TRUSTEES [ ] [ ] [ ] (See Nominee list on consolidated ballot.) * EXCEPT _______________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 999 999 999 999 99 FUND NAME PRINTS HERE FOR ALL WITHHOLD FOR ALL NOMINEES FROM ALL EXCEPT* NOMINEES 1. ELECTION OF TRUSTEES [ ] [ ] [ ] (See Nominee list on consolidated ballot.) * EXCEPT _______________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 999 999 999 999 99 FUND NAME PRINTS HERE FOR ALL WITHHOLD FOR ALL NOMINEES FROM ALL EXCEPT* NOMINEES 1. ELECTION OF TRUSTEES [ ] [ ] [ ] (See Nominee list on consolidated ballot.) * EXCEPT _______________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 999 999 999 999 99 FUND NAME PRINTS HERE FOR ALL WITHHOLD FOR ALL NOMINEES FROM ALL EXCEPT* NOMINEES 1. ELECTION OF TRUSTEES [ ] [ ] [ ] (See Nominee list on consolidated ballot.) * EXCEPT _______________________________________ -------------------------------------------------------------------------------- JH 2004 EZ IND lp Internet Proxy Voting Service Proxy Voting Form John Hancock Funds John Hancock ____________ Fund THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL. Proposal 1. To elect the following nominees to serve as Trustees of the Funds. [ ]FOR all nominees [ ]WITHHOLD AUTHORITY to vote for all nominees [ ]FOR all nominees (Except as indicated) (01) [ ]James F. Carlin (02) [ ]Richard P. Chapman Jr. (03) [ ]William H. Cunningham (04) [ ]Ronald R. Dion (05) [ ]Charles L. Ladner (06) [ ]John A. Moore (07) [ ]Patti McGill Peterson (08) [ ]Steven R. Pruchansky (09) [ ]James A. Shepherdson -------------------------------------------------------------------------------- Please refer to the proxy statement for discussion of this matter. If no specification is made, the proposal will be voted "For". -------------------------------------------------------------------------------- To receive an optional email confirmation, enter your email address here: ------------------- ------------------- Please review your selections carefully before voting. If you vote more than once on the same Proxy, only your last (most recent) vote will be considered valid. -------- Press this button to Submit your Proxy Vote. --------