0001010521-01-500237.txt : 20011030 0001010521-01-500237.hdr.sgml : 20011030 ACCESSION NUMBER: 0001010521-01-500237 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN SOVEREIGN BOND FUND CENTRAL INDEX KEY: 0000045288 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 042528977 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-48925 FILM NUMBER: 1765977 BUSINESS ADDRESS: STREET 1: 101 HUNTINGTON AVE STREET 2: JOHN HANCOCK FUNDS CITY: BOSTON STATE: MA ZIP: 02199-7603 BUSINESS PHONE: 6173751702 MAIL ADDRESS: STREET 1: JOHN HANCOCK FUNDS STREET 2: 101 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199-7603 FORMER COMPANY: FORMER CONFORMED NAME: HANCOCK JOHN BOND FUND INC DATE OF NAME CHANGE: 19841225 FORMER COMPANY: FORMER CONFORMED NAME: HANCOCK JOHN BOND TRUST DATE OF NAME CHANGE: 19910704 FORMER COMPANY: FORMER CONFORMED NAME: HANCOCK JOHN BONDS DATE OF NAME CHANGE: 19930921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN SOVEREIGN BOND FUND CENTRAL INDEX KEY: 0000045288 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 042528977 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02402 FILM NUMBER: 1765978 BUSINESS ADDRESS: STREET 1: 101 HUNTINGTON AVE STREET 2: JOHN HANCOCK FUNDS CITY: BOSTON STATE: MA ZIP: 02199-7603 BUSINESS PHONE: 6173751702 MAIL ADDRESS: STREET 1: JOHN HANCOCK FUNDS STREET 2: 101 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199-7603 FORMER COMPANY: FORMER CONFORMED NAME: HANCOCK JOHN BOND FUND INC DATE OF NAME CHANGE: 19841225 FORMER COMPANY: FORMER CONFORMED NAME: HANCOCK JOHN BOND TRUST DATE OF NAME CHANGE: 19910704 FORMER COMPANY: FORMER CONFORMED NAME: HANCOCK JOHN BONDS DATE OF NAME CHANGE: 19930921 485APOS 1 file001.txt JOHN HANCOCK SOVEREIGN BOND FUND FILE NOS. 2-48925 811-2402 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A --------- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X) Pre-Effective Amendment No. ( ) Post-Effective Amendment No. 52 (X) REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (X) Amendment No. 35 (X) --------- JOHN HANCOCK SOVEREIGN BOND FUND (Exact Name of Registrant as Specified in Charter) 101 Huntington Avenue Boston, Massachusetts 02199-7603 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, (617) 375-1702 --------- SUSAN S. NEWTON Senior Vice President and Secretary John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199 (Name and Address of Agent for Service) --------- It is proposed that this filing will become effective: ( ) immediately upon filing pursuant to paragraph (b) of Rule 485 ( ) on (date) pursuant to paragraph (b) of Rule 485 ( ) 60 days after filing pursuant to paragraph (a) of Rule 485 (X) on January 1, 2002 pursuant to paragraph (a) of Rule 485 If appropiate, check the following box: [ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment. John Hancock Income Funds Prospectus January 1, 2002 -------------------------------------------------------------------------------- Bond Fund Government Income Fund High Yield Bond Fund Investment Grade Bond Fund (formerly Intermediate Government Fund) Strategic Income Fund As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these funds or determined whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal crime. [LOGO](R) ------------------ JOHN HANCOCK FUNDS Contents -------------------------------------------------------------------------------- A fund-by-fund summary Bond Fund 4 of goals, strategies, risks, performance and expenses. Government Income Fund 6 High Yield Bond Fund 8 Investment Grade Bond Fund 10 Strategic Income Fund 12 Policies and instructions for Your account opening, maintaining and Choosing a share class 14 closing an account in any How sales charges are calculated 14 income fund. Sales charge reductions and waivers 15 Opening an account 16 Buying shares 17 Selling shares 18 Transaction policies 20 Dividends and account policies 20 Additional investor services 21 Further information on the Fund details income funds. Business structure 22 Financial highlights 23 For more information back cover Overview -------------------------------------------------------------------------------- JOHN HANCOCK INCOME FUNDS These funds seek current income without sacrificing total return. Some of the funds also invest for stability of principal. Each fund has its own strategy and its own risk profile. WHO MAY WANT TO INVEST These funds may be appropriate for investors who: o are seeking a regular stream of income o want to diversify their portfolios o are seeking a mutual fund for the income portion of an asset allocation portfolio o are retired or nearing retirement Income funds may NOT be appropriate if you: o are investing for maximum return over a long time horizon o require absolute stability of your principal RISKS OF MUTUAL FUNDS Mutual funds are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Because you could lose money by investing in these funds, be sure to read all risk disclosure carefully before investing. THE MANAGEMENT FIRM All John Hancock income funds are managed by John Hancock Advisers, Inc. Founded in 1968, John Hancock Advisers is a wholly owned subsidiary of John Hancock Financial Services, Inc. and manages approximately $30 billion in assets. FUND INFORMATION KEY Concise fund-by-fund descriptions begin on the next page. Each description provides the following information: [Clip Art] Goal and strategy The fund's particular investment goals and the strategies it intends to use in pursuing those goals. [Clip Art] Main risks The major risk factors associated with the fund. [Clip Art] Past performance The fund's total return, measured year-by-year and over time. [Clip Art] Your expenses The overall costs borne by an investor in the fund, including sales charges and annual expenses. 3 Bond Fund GOAL AND STRATEGY [Clip Art] The fund seeks to generate a high level of current income consistent with prudent investment risk. In pursuing this goal, the fund normally invests at least 80% of net assets in a diversified portfolio of debt securities. These include corporate bonds and debentures as well as U.S. government and agency securities. Most of these securities are investment grade, although the fund may invest up to 25% of assets in high yield bonds rated as low as CC/Ca and their unrated equivalents. There is no limit on the fund's average maturity. In managing the fund's portfolio, the managers concentrate on sector allocation, industry allocation and securities selection: deciding which types of bonds and industries to emphasize at a given time, and then which individual bonds to buy. When making sector and industry allocations, the managers try to anticipate shifts in the business cycle, using top-down analysis to determine which sectors and industries may benefit over the next 12 months. In choosing individual securities, the managers use bottom-up research to find securities that appear comparatively undervalued. The managers look at bonds of all quality levels and maturities from many different issuers, potentially including U.S. dollar-denominated securities of foreign governments and corporations. The fund intends to keep its exposure to interest rate movements generally in line with those of its peers. The fund may invest in mortgage-related securities and certain other derivatives (investments whose value is based on indexes, securities or currencies). Under normal circumstances, the fund may not invest more than 10% of assets in cash or cash equivalents. In abnormal circumstances, the fund may temporarily invest more than 20% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. ================================================================================ PORTFOLIO MANAGERS James K. Ho, CFA ------------------------------------ Executive vice president of adviser Joined fund team in 1988 Joined adviser in 1985 Began business career in 1977 Benjamin A. Matthews ------------------------------------ Vice president of adviser Joined fund team in 1995 Joined adviser in 1995 Began business career in 1970 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. The average annual figures reflect sales charges; the year-by-year and index figures do not, and would be lower if they did. All figures assume dividend reinvestment. Past performance does not indicate future results. -------------------------------------------------------------------------------- Class A year-by-year total returns -- calendar years -------------------------------------------------------------------------------- 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 16.59% 8.19% 11.69% -2.77% 19.45% 4.09% 9.66% 7.50% -1.36% 10.39% 2001 total return as of September 30: 3.09% Best quarter: Q2 '95, 6.57% Worst quarter: Q1 '94, -2.71% -------------------------------------------------------------------------------- Average annual total returns -- for periods ending 12/31/00 -------------------------------------------------------------------------------- Life of Life of 1 year 5 year 10 year Class B Class C Class A 5.41% 4.99% 7.64% -- -- Class B - began 11/23/93 4.68% 4.93% -- 5.77% -- Class C - began 10/1/98 7.58% -- -- -- 2.54% Index 9.39% 5.80% 8.44% 6.54%* 3.43% Index: Lehman Brothers Credit Bond Index, an unmanaged index of U.S. corporate bonds and Yankee bonds. *As of December 1, 1993. 4 MAIN RISKS [Clip Art] The major factors in this fund's performance are interest rates and credit risk. When interest rates rise, bond prices generally fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. The fund could lose money if any bonds it owns are downgraded in credit rating or go into default. In general, high yield bonds (also known as "junk bonds") have higher credit risks. If certain sectors or investments do not perform as the fund expects, it could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Junk bonds and foreign securities may make the fund more sensitive to market or economic shifts in the U.S. and abroad. o If interest rate movements cause the fund's mortgage-related and callable securities to be paid off substantially earlier or later than expected, the fund's share price or yield could be hurt. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Certain derivatives could produce disproportionate losses. Any U.S. government guarantees on portfolio securities do not apply to these securities' market value or current yield, or to fund shares. The fund may trade securities actively, which could increase its transaction costs (thus lowering performance) and increase your taxable distributions. ================================================================================ YOUR EXPENSES [Clip Art] Transaction expenses are charged directly to your account. Operating expenses are paid from the fund's assets, and therefore are paid by shareholders indirectly. -------------------------------------------------------------------------------- Shareholder transaction expenses(1) Class A Class B Class C -------------------------------------------------------------------------------- Maximum sales charge (load) on purchases as a % of purchase price 4.50% none 1.00% Maximum deferred s ales charge (load) as a % of purchase or sale price, whichever is less none(2) 5.00% 1.00% -------------------------------------------------------------------------------- Annual operating expenses Class A Class B Class C -------------------------------------------------------------------------------- Management fee 0.50% 0.50% 0.50% Distribution and service (12b-1) fees 0.30% 1.00% 1.00% Other expenses 0.32% 0.32% 0.32% Total fund operating expenses 1.12% 1.82% 1.82% The hypothetical example below shows what your expenses would be if you invested $10,000 over the time frames indicated, assuming you reinvested all distributions and that the average annual return was 5%. The example is for comparison only, and does not represent the fund's actual expenses and returns, either past or future. -------------------------------------------------------------------------------- Expenses Year 1 Year 3 Year 5 Year 10 -------------------------------------------------------------------------------- Class A $559 $790 $1,039 $1,752 Class B - with redemption $685 $873 $1,185 $1,954 - without redemption $185 $573 $ 985 $1,954 Class C - with redemption $382 $667 $1,075 $2,216 - without redemption $283 $667 $1,075 $2,216 (1) A $4.00 fee will be charged for wire redemptions. (2) Except for investments of $1 million or more; see "How sales charges are calculated." FUND CODES Class A ------------------------------- Ticker JHNBX CUSIP 410223101 Newspaper BondA SEC number 811-2402 JH fund number 21 Class B ------------------------------- Ticker JHBBX CUSIP 410223309 Newspaper BondB SEC number 811-2402 JH fund number 121 Class C ------------------------------- Ticker JHCBX CUSIP 410223200 Newspaper -- SEC number 811-2402 JH fund number 521 5 Government Income Fund GOAL AND STRATEGY [Clip Art] The fund seeks a high level of current income consistent with preservation of capital. Maintaining a stable share price is a secondary goal. In pursuing these goals, the fund normally invests at least 80% of net assets in U.S. government and agency securities. There is no limit on the fund's average maturity. The fund may invest in higher-risk securities, including dollar-denominated foreign government securities and asset-backed securities. It may also invest up to 10% of assets in foreign governmental high-yield securities (junk bonds) rated as low as B and their unrated equivalents. In managing the fund's portfolio, the managers consider interest rate trends to determine which types of bonds to emphasize at a given time. The fund typically favors mortgage-related securities when it anticipates that interest rates will be relatively stable, and favors U.S. Treasuries at other times. Because high-yield bonds often respond to market movements differently from U.S. government bonds, the fund may use them to manage volatility. The fund may invest in mortgage-related securities and certain other derivatives (investments whose value is based on indexes, securities or currencies). In abnormal circumstances, the fund may temporarily invest more than 20% of assets in high-quality short-term securities. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs (thus lowering performance) and increase your taxable distributions. ================================================================================ PORTFOLIO MANAGERS Barry H. Evans, CFA ------------------------------------ Senior vice president of adviser Joined fund team in 1995 Joined adviser in 1986 Began business career in 1986 Dawn M. Baillie ------------------------------------ Second vice president of adviser Joined fund team in 1998 Joined adviser in 1985 Began business career in 1985 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. The average annual figures reflect sales charges; the year-by-year and index figures do not, and would be lower if they did. All figures assume dividend reinvestment. Past performance does not indicate future results. -------------------------------------------------------------------------------- Class B year-by-year total returns -- calendar years -------------------------------------------------------------------------------- 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 15.12% 5.28% 7.64% -5.29% 17.73% 1.32% 8.67% 7.96% -3.15% 11.35% 2001 total return as of September 30: 4.90% Best quarter: Q3 '91, 6.59% Worst quarter: Q1 '94, -3.52% -------------------------------------------------------------------------------- Average annual total returns -- for periods ending 12/31/00 -------------------------------------------------------------------------------- Life of Life of 1 year 5 year 10 year Class A Class C Class A - began 9/30/94 7.10% 4.91% -- 6.76% -- Class B 6.35% 4.78% 6.43% -- -- Class C - began 4/1/99 9.20% -- -- -- 4.76% Index 13.24% 6.49% 7.92% 8.09% 6.85% Index: Lehman Brothers Government Bond Index, an unmanaged index of U.S. Treasury and government agency bonds. 6 MAIN RISKS [Clip Art] The major factor in this fund's performance is interest rates. When interest rates rise, bond prices generally fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. A fall in worldwide demand for U.S. government securities could also lower the prices of these securities. The fund could lose money if any bonds it owns are downgraded in credit rating or go into default. In general, lower-rated bonds have higher credit risks. If certain sectors or investments do not perform as the fund expects, it could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o If interest rate movements cause the fund's mortgage-related and callable securities to be paid off substantially earlier or later than expected, the fund's share price or yield could be hurt. o Junk bonds and foreign securities could make the fund more sensitive to market or economic shifts in the U.S. and abroad. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Certain derivatives could produce disproportionate losses. Any governmental guarantees on portfolio securities do not apply to these securities' market value or current yield, or to fund shares. ================================================================================ YOUR EXPENSES [Clip Art] Transaction expenses are charged directly to your account. Operating expenses are paid from the fund's assets, and therefore are paid by shareholders indirectly. -------------------------------------------------------------------------------- Shareholder transaction expenses(1) Class A Class B Class C -------------------------------------------------------------------------------- Maximum sales charge (load) on purchases as a % of purchase price 4.50% none 1.00% Maximum deferred sales charge (load) as a % of purchase or sale price, whichever is less none(2) 5.00% 1.00% -------------------------------------------------------------------------------- Annual operating expenses Class A Class B Class C -------------------------------------------------------------------------------- Management fee 0.63% 0.63% 0.63% Distribution and service (12b-1) fees 0.25% 1.00% 1.00% Other expenses 0.27% 0.27% 0.27% Total fund operating expenses 1.15% 1.90% 1.90% Management fee reduction (at least until 9/30/02) 0.13% 0.13% 0.13% Net annual operating expenses 1.02% 1.77% 1.77% The hypothetical example below shows what your expenses would be after the expense reimbursement (first year only) if you invested $10,000 over the time frames indicated, assuming you reinvested all distributions and that the average annual return was 5%. The example is for comparison only, and does not represent the fund's actual expenses and returns, either past or future. -------------------------------------------------------------------------------- Expenses Year 1 Year 3 Year 5 Year 10 -------------------------------------------------------------------------------- Class A $549 $787 $1,043 $1,774 Class B - with redemption $680 $884 $1,214 $2,016 - without redemption $180 $584 $1,014 $2,016 Class C - with redemption $377 $679 $1,104 $2,289 - without redemption $278 $679 $1,104 $2,289 (1) A $4.00 fee will be charged for wire redemptions. (2) Except for investments of $1 million or more; see "How sales charges are calculated." FUND CODES Class A ------------------------------- Ticker JHGIX CUSIP 41014P854 Newspaper GvIncA SEC number 811-3006 JH fund number 56 Class B ------------------------------- Ticker TSGIX CUSIP 41014P847 Newspaper GvIncB SEC number 811-3006 JH fund number 156 Class C ------------------------------- Ticker TCGIX CUSIP 41014P797 Newspaper -- SEC number 811-3006 JH fund number 556 7 High Yield Bond Fund GOAL AND STRATEGY [Clip Art] The fund seeks high current income. Capital appreciation is a second-ary goal. In pursuing these goals, the fund normally invests at least 80% of net assets in U.S. and foreign high yield fixed income securities rated BBB/Baa or lower and their unrated equivalents. The fund may invest up to 30% of assets in high yield fixed income securities rated CC/Ca and their unrated equivalents. There is no limit on the fund's average maturity. In managing the fund's portfolio, the managers concentrate on industry allocation and securities selection: deciding which types of industries to emphasize at a given time, and then which individual bonds to buy. The managers use top-down analysis to determine which industries may benefit from current and future changes in the economy. In choosing individual securities, the managers use bottom-up research to find securities that appear comparatively undervalued. The managers look at the financial condition of the issuers as well as the collateralization and other features of the securities themselves. The managers also look at companies' financing cycles to determine which types of securities (for example, bonds, preferred stocks or common stocks) to favor. The fund typically invests in a broad range of industries, although it may invest up to 40% of assets in electric utilities and telecommunications companies. The fund may use certain higher-risk investments, including derivatives (investments whose value is based on indexes, securities or currencies) and restricted or illiquid securities. In addition, the fund may invest up to 20% of net assets in U.S. and foreign stocks. In abnormal circumstances, the fund may temporarily invest more than 20% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. ================================================================================ PORTFOLIO MANAGERS Arthur N. Calavritinos, CFA ------------------------------------ Vice president of adviser Joined fund team in 1995 Joined adviser in 1988 Began business career in 1986 Frederick L. Cavanaugh, Jr. ------------------------------------ Senior vice president of adviser Joined fund team in 1995 Joined adviser in 1986 Began business career in 1975 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. The average annual figures reflect sales charges; the year-by-year and index figures do not, and would be lower if they did. All figures assume dividend reinvestment. Past performance does not indicate future results. -------------------------------------------------------------------------------- Class B year-by-year total returns -- calendar years -------------------------------------------------------------------------------- 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 32.31% 13.15% 21.39% -6.08% 14.59% 15.18% 16.88% -11.88% 10.08% -8.08% 2001 total return as of September 30: -7.70% Best quarter: Q1 '91, 12.15% Worst quarter: Q3 '98, -18.05% -------------------------------------------------------------------------------- Average annual total returns -- for periods ending 12/31/00 -------------------------------------------------------------------------------- Life of Life of 1 year 5 year 10 year Class A Class C Class A - began 6/30/93 -11.60% 3.55% -- 4.50% -- Class B -12.19% 3.47% 8.91% -- -- Class C - began 5/1/98 -9.78% -- -- -- -7.33% Index -5.86% 4.28% 11.17% 5.93% -2.05% Index: Lehman Brothers High Yield Bond Index, an unmanaged index of high yield bonds. 8 MAIN RISKS [Clip Art] The major factors in the fund's performance are interest rates and credit risk. When interest rates rise, bond prices generally fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. Credit risk depends largely on the perceived financial health of bond issuers. In general, high yield bonds (also known as "junk bonds") have higher credit risks. Junk bond prices can fall on bad news about the economy, an industry or a company. Share price, yield and total return may fluctuate more than with less aggressive bond funds. The fund could lose money if any bonds it owns are downgraded in credit rating or go into default. If certain industries or investments do not perform as the fund expects, it could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. o If interest rate movements cause the fund's callable securities to be paid off substantially earlier or later than expected, the fund's share price or yield could be hurt. o If the fund concentrates its investments in telecommunications or electric utilities, its performance could be tied more closely to those industries than to the market as a whole. o Stock investments may go down in value due to stock market movements or negative company or industry events. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Certain derivatives could produce disproportionate losses. The fund may trade securities actively, which could increase its transaction costs (thus lowering performance) and increase your taxable distributions. ================================================================================ YOUR EXPENSES [Clip Art] Transaction expenses are charged directly to your account. Operating expenses are paid from the fund's assets, and therefore are paid by shareholders indirectly. -------------------------------------------------------------------------------- Shareholder transaction expenses(1) Class A Class B Class C -------------------------------------------------------------------------------- Maximum sales charge (load) on purchases as a % of purchase price 4.50% none 1.00% Maximum deferred sales charge (load) as a % of purchase or sale price, whichever is less none(2) 5.00% 1.00% -------------------------------------------------------------------------------- Annual operating expenses Class A Class B Class C -------------------------------------------------------------------------------- Management fee 0.52% 0.52% 0.52% Distribution and service (12b-1) fees 0.25% 1.00% 1.00% Other expenses 0.22% 0.22% 0.22% Total fund operating expenses 0.99% 1.74% 1.74% The hypothetical example below shows what your expenses would be if you invested $10,000 over the time frames indicated, assuming you reinvested all distributions and that the average annual return was 5%. The example is for comparison only, and does not represent the fund's actual expenses and returns, either past or future. -------------------------------------------------------------------------------- Expenses Year 1 Year 3 Year 5 Year 10 -------------------------------------------------------------------------------- Class A $546 $751 $ 972 $1,608 Class B - with redemption $677 $848 $1,144 $1,853 - without redemption $177 $548 $ 944 $1,853 Class C - with redemption $374 $643 $1,034 $2,131 - without redemption $275 $643 $1,034 $2,131 (1) A $4.00 fee will be charged for wire redemptions. (2) Except for investments of $1 million or more; see "How sales charges are calculated." FUND CODES Class A ------------------------------- Ticker JHHBX CUSIP 41014P839 Newspaper HiYldA SEC number 811-3006 JH fund number 57 Class B ------------------------------- Ticker TSHYX CUSIP 41014P821 Newspaper HiYldB SEC number 811-3006 JH fund number 157 Class C ------------------------------- Ticker JHYCX CUSIP 41014P813 Newspaper HiYldC SEC number 811-3006 JH fund number 557 9 Investment Grade Bond Fund GOAL AND STRATEGY [Clip Art] The fund seeks a high level of current income consistent with preservation of capital and maintenance of liquidity. In pursuing this goal, the fund normally invests at least 80% of net assets in investment-grade debt securities (securities rated from AAA to BBB). Although the fund may invest in bonds of any maturity, it maintains a dollar-weighted average maturity of between three and ten years. In managing the fund's portfolio, the managers concentrate on sector allocation, industry allocation and securities selection: deciding which types of bonds and industries to emphasize at a given time, and then which individual bonds to buy. When making sector and industry allocations, the managers try to anticipate shifts in the business cycle, using top-down analysis to determine which sectors and industries may benefit over the next 12 months. In choosing individual securities, the managers use bottom-up research to find securities that appear comparatively undervalued. The managers look at bonds of many different issuers, potentially including U.S.- dollar-denominated securities of foreign governments and corporations. The fund may invest in mortgage-related securities and certain other derivatives (investments whose value is based on indexes or other securities). In abnormal circumstances, the fund may temporarily invest more than 20% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs (thus lowering performance) and increase your taxable distributions. ================================================================================ PORTFOLIO MANAGERS Barry H. Evans, CFA ------------------------------------ Senior vice president of adviser Joined fund team in 1995 Joined adviser in 1986 Began business career in 1986 Dawn M. Baillie ------------------------------------ Second vice president of adviser Joined fund team in 1998 Joined adviser in 1985 Began business career in 1985 Indexes Index 1: Lipper Intermediate U.S. Government Index, an unmanaged index of intermediate-term government bonds. Index 2: Lehman Brothers Government Bond Index, an unmanaged index of U.S. Treasury and government agency bonds. Index 3: Lehman Brothers Aggregate Bond Index, an unmanaged index of dollar-denominated and nonconvertible, investment-grade debt issues. In the future, the adviser will compare the fund's performance only to the Lehman Brothers Aggregate Bond Index since it more closely represents the fund's investment strategy. PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with broad-based market indexes for reference). This information may help provide an indication of the fund's risks. The average annual figures reflect sales charges; the year-by-year and index figures do not, and would be lower if they did. All figures assume dividend reinvestment. Past performance does not indicate future results. -------------------------------------------------------------------------------- Class A year-by-year total returns -- calendar years -------------------------------------------------------------------------------- 1992 1993 1994 1995 1996 1997 1998 1999 2000 6.56% 3.95% 1.05% 10.25% 3.35% 8.79% 8.58% -1.06% 10.98% 2001 total return as of September 30: 5.05% Best quarter: Q3 '98, 4.85% Worst quarter: Q1 '96, -1.35% -------------------------------------------------------------------------------- Average annual total returns -- for periods ending 12/31/00 -------------------------------------------------------------------------------- Life of Life of Life of 1 year 5 year Class A Class B Class C Class A - began 12/31/91 5.94% 5.07% 5.22% -- -- Class B - began 12/31/91 5.20% 4.96% -- 5.03% -- Class C - began 4/1/99 8.13% -- -- -- 4.80% Index 1 11.17% 5.80% 6.06% 6.06% 5.85% Index 2 13.24% 6.49% 7.13% 7.13% 6.85% Index 3 11.63% 6.46% 7.10% 7.10% 6.27% 10 MAIN RISKS [Clip Art] The major factors in this fund's performance are interest rates and credit risk. When interest rates rise, bond prices generally fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. The fund could lose money if any bonds it owns are downgraded in credit rating or go into default. If certain sectors or investments do not perform as the fund expects,it could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o If interest rate movements cause the fund's mortgage-related and callable securities to be paid off substantially earlier or later than expected, the fund's share price or yield could be hurt. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Certain derivatives could produce disproportionate losses. o Foreign securities may make the fund more sensitive to market or economic shifts in the U.S. and abroad. Any U.S. government guarantees on portfolio securities do not apply to these securities' market value or current yield, or to fund shares. ================================================================================ YOUR EXPENSES [Clip Art] Transaction expenses are charged directly to your account. Operating expenses are paid from the fund's assets, and therefore are paid by shareholders indirectly. -------------------------------------------------------------------------------- Shareholder transaction expenses(1) Class A Class B Class C -------------------------------------------------------------------------------- Maximum sales charge (load) on purchases as a % of purchase price 4.50% none 1.00% Maximum deferred sales charge (load) as a % of purchase or sale price, whichever is less none(2) 5.00% 1.00% -------------------------------------------------------------------------------- Annual operating expenses Class A Class B Class C -------------------------------------------------------------------------------- Management fee 0.40% 0.40% 0.40% Distribution and service (12b-1) fees 0.25% 1.00% 1.00% Other expenses 0.40% 0.40% 0.40% Total fund operating expenses 1.05% 1.80% 1.80% The hypothetical example below shows what your expenses would be if you invested $10,000 over the time frames indicated, assuming you reinvested all distributions and that the average annual return was 5%. The example is for comparison only, and does not represent the fund's actual expenses and returns, either past or future. -------------------------------------------------------------------------------- Expenses Year 1 Year 3 Year 5 Year 10 -------------------------------------------------------------------------------- Class A $552 $769 $1,003 $1,675 Class B - with redemption $683 $866 $1,175 $1,919 - without redemption $183 $566 $ 975 $1,919 Class C - with redemption $380 $661 $1,065 $2,195 - without redemption $281 $661 $1,065 $2,195 (1) A $4.00 fee will be charged for wire redemptions. (2) Except for investments of $1 million or more; see "How sales charges are calculated." FUND CODES Class A ------------------------------- Ticker TAUSX CUSIP 41014P102 Newspaper IntGvA SEC number 811-3006 JH fund number 55 Class B ------------------------------- Ticker TSUSX CUSIP 41014P201 Newspaper IntGvB SEC number 811-3006 JH fund number 155 Class C ------------------------------- Ticker TCUSX CUSIP 41014P789 Newspaper -- SEC number 811-3006 JH fund number 555 11 Strategic Income Fund GOAL AND STRATEGY [Clip Art] The fund seeks a high level of current income. In pursuing this goal, the fund invests primarily in the following types of securities: o foreign government and corporate debt securities from developed and emerging markets o U.S. government and agency securities o U.S. high yield bonds The fund may also invest in preferred stock and other types of debt securities. Although the fund invests in securities rated as low as CC/Ca and their unrated equivalents, it generally intends to keep its average credit quality in the investment-grade range (AAA to BBB). There is no limit on the fund's average maturity. In managing the portfolio, the managers allocate assets among the three major sectors based on analysis of economic factors such as projected international interest rate movements, industry cycles and political trends. However, the managers may invest up to 100% of assets in any one sector. Within each sector, the managers look for securities that are appropriate for the overall portfolio in terms of yield, credit quality, structure and industry distribution. In selecting securities, relative yields and risk/reward ratios are the primary considerations. The fund may use certain higher-risk investments, including derivatives (investments whose value is based on indexes, securities or currencies) and restricted or illiquid securities. In addition, the fund may invest up to 10% of net assets in U.S. or foreign stocks. In abnormal circumstances, the fund may temporarily invest extensively in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs (thus lowering performance) and increase your taxable distributions. ================================================================================ PORTFOLIO MANAGERS Frederick L. Cavanaugh, Jr. ------------------------------------ Senior vice president of adviser Joined fund team in 1986 Joined adviser in 1986 Began business career in 1975 Arthur N. Calavritinos, CFA ------------------------------------ Vice president of adviser Joined fund team in 1995 Joined adviser in 1988 Began business career in 1986 Daniel S. Janis ------------------------------------ Second vice president of adviser Joined fund team in 1999 Joined adviser in 1999 Senior risk manager at BankBoston (1997-1998) Manager of forward desk at Morgan Stanley (1991-1997) Began business career in 1984 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. The average annual figures reflect sales charges; the year-by-year and index figures do not, and would be lower if they did. All figures assume dividend reinvestment. Past performance does not indicate future results. -------------------------------------------------------------------------------- Class A year-by-year total returns -- calendar years -------------------------------------------------------------------------------- 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 33.58% 7.68% 13.93% -3.05% 18.70% 11.68% 12.67% 5.41% 3.35% 1.14% 2001 total return as of September 30: -0.30% Best quarter: Q1 '91, 14.97% Worst quarter: Q1 '94, -2.50% -------------------------------------------------------------------------------- Average annual total returns -- for periods ending 12/31/00 -------------------------------------------------------------------------------- Life of Life of 1 year 5 year 10 year Class B Class C Class A -3.40% 5.77% 9.58% -- -- Class B - began 10/4/93 -4.22% 5.72% -- 6.45% -- Class C - began 5/1/98 -1.45% -- -- -- 1.09% Index 11.85% 6.24% 8.00% 6.25% 6.20% Index: Lehman Brothers Government/Credit Bond Index, an unmanaged index of U.S. government, U.S. corporate and Yankee bonds. 12 MAIN RISKS [Clip Art] The fund's risk profile depends on its sector allocation. In general, investors should expect fluctuations in share price, yield and total return that are above average for bond funds. When interest rates rise, bond prices generally fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. A fall in worldwide demand for U.S. government securities could also lower the prices of these securities. The fund could lose money if any bonds it owns are downgraded in credit rating or go into default. In general, high yield bonds (also known as "junk bonds") have higher credit risks, and their prices can fall on bad news about the economy, an industry or a company. If certain allocation strategies or certain industries or investments do not perform as the fund expects, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. These risks are greater in emerging markets. o If interest rate movements cause the fund's callable securities to be paid off substantially earlier or later than expected, the fund's share price or yield could be hurt. o Stock investments may go down in value due to stock market movements or negative company or industry events. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Certain derivatives could produce disproportionate losses. ================================================================================ YOUR EXPENSES [Clip Art] Transaction expenses are charged directly to your account. Operating expenses are paid from the fund's assets, and therefore are paid by shareholders indirectly. -------------------------------------------------------------------------------- Shareholder transaction expenses(1) Class A Class B Class C -------------------------------------------------------------------------------- Maximum sales charge (load) on purchases as a % of purchase price 4.50% none 1.00% Maximum deferred sales charge (load) as a % of purchase or sale price, whichever is less none(2) 5.00% 1.00% -------------------------------------------------------------------------------- Annual operating expenses Class A Class B Class C -------------------------------------------------------------------------------- Management fee 0.37% 0.37% 0.37% Distribution and service (12b-1) fees 0.30% 1.00% 1.00% Other expenses 0.26% 0.26% 0.26% Total fund operating expenses 0.93% 1.63% 1.63% The hypothetical example below shows what your expenses would be if you invested $10,000 over the time frames indicated, assuming you reinvested all distributions and that the average annual return was 5%. The example is for comparison only, and does not represent the fund's actual expenses and returns, either past or future. -------------------------------------------------------------------------------- Expenses Year 1 Year 3 Year 5 Year 10 -------------------------------------------------------------------------------- Class A $541 $733 $ 942 $1,542 Class B - with redemption $666 $814 $1,087 $1,746 - without redemption $166 $514 $ 887 $1,746 Class C - with redemption $363 $609 $ 978 $2,013 - without redemption $264 $609 $ 978 $2,013 (1) A $4.00 fee will be charged for wire redemptions. (2) Except for investments of $1 million or more; see "How sales charges are calculated." FUND CODES Class A ------------------------------- Ticker JHFIX CUSIP 410227102 Newspaper StrIncA SEC number 811-4651 JH fund number 91 Class B ------------------------------- Ticker STIBX CUSIP 410227300 Newspaper StrIncB SEC number 811-4651 JH fund number 191 Class C ------------------------------- Ticker JSTCX CUSIP 410227888 Newspaper StrIncC SEC number 811-4651 JH fund number 591 13 Your account -------------------------------------------------------------------------------- CHOOSING A SHARE CLASS Each share class has its own cost structure, including a Rule 12b-1 plan that allows it to pay fees for the sale, distribution and service of its shares. Your financial representative can help you decide which share class is best for you. -------------------------------------------------------------------------------- Class A -------------------------------------------------------------------------------- o A front-end sales charge, as described at right. o Distribution and service (12b-1) fees of 0.25% (0.30% for Bond and Strategic Income). -------------------------------------------------------------------------------- Class B -------------------------------------------------------------------------------- o No front-end sales charge; all your money goes to work for you right away. o Distribution and service (12b-1) fees of 1.00%. o A deferred sales charge, as described on following page. o Automatic conversion to Class A shares after eight years, thus reducing future annual expenses. -------------------------------------------------------------------------------- Class C -------------------------------------------------------------------------------- o A front-end sales charge, as described at right. o Distribution and service (12b-1) fees of 1.00%. o A 1.00% contingent deferred sales charge on shares sold within one year of purchase. o No automatic conversion to Class A shares, so annual expenses continue at the Class C level throughout the life of your investment. For actual past expenses of each share class, see the fund-by-fund information earlier in this prospectus. Because 12b-1 fees are paid on an ongoing basis, they may cost share-holders more than other types of sales charges. Investors purchasing $1 million or more of Class B or Class C shares may want to consider the lower operating expenses of Class A shares. Your broker receives a percentage of these sales charges and fees. In addition, John Hancock Funds may pay significant compensation out of its own resources to your broker. Your broker or agent may charge you a fee to effect transactions in fund shares. -------------------------------------------------------------------------------- HOW SALES CHARGES ARE CALCULATED Class A and Class C Sales charges are as follows: -------------------------------------------------------------------------------- Class A sales charges -------------------------------------------------------------------------------- As a % of As a % of your Your investment offering price investment Up to $99,999 4.50% 4.71% $100,000 - $249,999 3.75% 3.90% $250,000 - $499,999 2.75% 2.83% $500,000 - $999,999 2.00% 2.04% $1,000,000 and over See below -------------------------------------------------------------------------------- Class C sales charges -------------------------------------------------------------------------------- As a % of As a % of your Your investment offering price investment Up to $1,000,000 1.00% 1.01% $1,000,000 and over none Investments of $1 million or more Class A and Class C shares are available with no front-end sales charge. However, there is a contingent deferred sales charge (CDSC) on any Class A shares sold within one year of purchase, as follows: -------------------------------------------------------------------------------- CDSC on $1 million+ investments -------------------------------------------------------------------------------- CDSC on shares Your investment being sold First $1M - $4,999,999 1.00% Next $1 - $5M above that 0.50% Next $1 or more above that 0.25% For purposes of this CDSC, all purchases made during a calendar month are counted as having been made on the first day of that month. The CDSC is based on the lesser of the original purchase cost or the current market value of the shares being sold, and is not charged on shares you acquired by reinvesting your dividends. To keep your CDSC as low as possible, each time you place a request to sell shares we will first sell any shares in your account that are not subject to a CDSC. 14 YOUR ACCOUNT Class B Shares are offered at their net asset value per share, without any initial sales charge. Class B and Class C A CDSC may be charged if you sell Class B or Class C shares within a certain time after you bought them, as described in the tables below. There is no CDSC on shares acquired through reinvestment of dividends. The CDSC is based on the original purchase cost or the current market value of the shares being sold, whichever is less. The CDSCs are as follows: -------------------------------------------------------------------------------- Class B deferred charges -------------------------------------------------------------------------------- CDSC on Years after fund shares purchase being sold 1st year 5.00% 2nd year 4.00% 3rd year 3.00% 4th year 3.00% 5th year 2.00% 6th year 1.00% After 6th year none -------------------------------------------------------------------------------- Class C deferred charges -------------------------------------------------------------------------------- Years after purchase CDSC 1st year 1.00% After 1st year none For purposes of these CDSCs, all purchases made during a calendar month are counted as having been made on the first day of that month. CDSC calculations are based on the number of shares involved, not on the value of your account. To keep your CDSC as low as possible, each time you place a request to sell shares we will first sell any shares in your account that carry no CDSC. If there are not enough of these to meet your request, we will sell those shares that have the lowest CDSC. -------------------------------------------------------------------------------- SALES CHARGE REDUCTIONS AND WAIVERS Reducing your Class A sales charges There are several ways you can combine multiple purchases of Class A shares of John Hancock funds to take advantage of the breakpoints in the sales charge schedule. The first three ways can be combined in any manner. o Accumulation Privilege -- lets you add the value of any Class A shares you already own to the amount of your next Class A investment for purposes of calculating the sales charge. Retirement plans investing $1 million in Class B shares may add that value to Class A purchases to calculate charges. o Letter of Intention -- lets you purchase Class A shares of a fund over a 13-month period and receive the same sales charge as if all shares had been purchased at once. o Combination Privilege -- lets you combine Class A shares of multiple funds for purposes of calculating the sales charge. To utilize: complete the appropriate section of your application, or contact your financial representative or Signature Services, or consult the SAI (see the back cover of this prospectus). Group Investment Program A group may be treated as a single purchaser under the accumulation and combination privileges. Each investor has an individual account, but the group's investments are lumped together for sales charge purposes, making the investors potentially eligible for reduced sales charges. There is no charge, no obligation to invest (although initial investments must total at least $250), and individual investors may close their accounts at any time. To utilize: contact your financial representative or Signature Services to find out how to qualify, or consult the SAI (see the back cover of this prospectus). CDSC waivers As long as Signature Services is notified at the time you sell, the CDSC for each share class will generally be waived in the following cases: o to make payments through certain systematic withdrawal plans o to make certain distributions from a retirement plan o because of shareholder death or disability To utilize: if you think you may be eligible for a CDSC waiver, contact your financial representative or Signature Services, or consult the SAI (see the back cover of this prospectus). YOUR ACCOUNT 15 Reinstatement privilege If you sell shares of a John Hancock fund, you may reinvest some or all of the proceeds in the same share class of any John Hancock fund within 120 days without a sales charge, as long as Signature Services is notified before you reinvest. If you paid a CDSC when you sold your shares, you will be credited with the amount of the CDSC. All accounts involved must have the same registration. To utilize: contact your financial representative or Signature Services. Waivers for certain investors Class A shares may be offered without front-end sales charges or CDSCs to various individuals and institutions, including: o selling brokers and their employees and sales representatives o financial representatives utilizing fund shares in fee-based investment products under signed agreement with John Hancock Funds o fund trustees and other individuals who are affiliated with these or other John Hancock funds o individuals transferring assets from an employee benefit plan into a John Hancock fund o participants in certain retirement plans with at least 100 eligible employees (one-year CDSC applies) Class C shares may be offered without front-end sales charges to various individuals and institutions. To utilize: if you think you may be eligible for a sales charge waiver, contact Signature Services or consult the SAI (see the back cover of this prospectus). -------------------------------------------------------------------------------- OPENING AN ACCOUNT 1 Read this prospectus carefully. 2 Determine how much you want to invest. The minimum initial investments for the John Hancock funds are as follows: o non-retirement account: $1,000 o retirement account: $250 o group investments: $250 o Monthly Automatic Accumulation Plan (MAAP): $25 to open; you must invest at least $25 a month o fee-based clients of selling brokers who placed at least $2 billion in John Hancock funds: $250 3 Complete the appropriate parts of the account application, carefully following the instructions. You must submit additional documentation when opening a trust, corporate or power of attorney account. You must notify your financial representative or Signature Services if this information changes. For more details, please contact your financial representative or call Signature Services at 1-800-225-5291. 4 Complete the appropriate parts of the account privileges application. By applying for privileges now, you can avoid the delay and inconvenience of having to file an additional application if you want to add privileges later. 5 Make your initial investment using the table on the next page. You and your financial representative can initiate any purchase, exchange or sale of shares. 16 YOUR ACCOUNT -------------------------------------------------------------------------------- Buying shares -------------------------------------------------------------------------------- Opening an account Adding to an account By check [Clip Art] o Make out a check for the o Make out a check for the investment amount, payable investment amount payable to "John Hancock Signature to "John Hancock Signature Services, Inc." Services, Inc." o Deliver the check and your o Fill out the detachable completed application to your investment slip from an financial representative, or account statement. If no mail them to Signature slip is available, include Services (address below). a note specifying the fund name, your share class, your account number and the name(s) in which the account is registered. o Deliver the check and your investment slip or note to your financial representative, or mail them to Signature Services (address below). By exchange [Clip Art] o Call your financial o Log on to www.jhfunds.com representative or to process exchanges Signature Services to between funds. request an exchange. o Call EASI-Line for automated service 24 hours a day using your touch-tone phone at 1-800-338-8080. o Call your financial representative or Signature Services to request an exchange. By wire [Clip Art] o Deliver your completed o Instruct your bank to wire application to your the amount of your financial representative, investment to: or mail it to Signature First Signature Bank & Services. Trust Account # 900000260 o Obtain your account number Routing # 211475000 by calling your financial representative or Signature Specify the fund name, your Services. share class, your account number and the name(s) in o Instruct your bank to wire which the account is the amount of your registered. Your bank may investment to: charge a fee to wire funds. First Signature Bank & Trust Account # 900000260 Routing # 211475000 Specify the fund name, your choice of share class, the new account number and the name(s) in which the account is registered. Your bank may charge a fee to wire funds. By Internet [Clip Art] See "By exchange" and "By wire." o Verify that your bank or credit union is a member of the Automated Clearing House (ACH) system. o Complete the "Bank Information" section on your account application. o Log on to www.jhfunds.com to initiate purchases using your authorized bank account. By phone [Clip Art] See "By exchange" and "By wire." o Verify that your bank or credit union is a member of the Automated Clearing House (ACH) system. o Complete the "Bank Information" section on your account application. o Call EASI-Line for automated service 24 hours a day using your touch-tone phone at 1-800-338-8080. o Call your financial representative or Signature Services between 8 A.M. and 4 P.M. Eastern Time on most business days. ------------------------------------------ Address: John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1000 Boston, MA 02217-1000 Phone Number: 1-800-225-5291 Or contact your financial representative for instructions and assistance. ------------------------------------------ To open or add to an account using the Monthly Automatic Accumulation Program, see "Additional investor services." YOUR ACCOUNT 17 -------------------------------------------------------------------------------- Selling shares -------------------------------------------------------------------------------- Designed for To sell some or all of your shares By letter [Clip Art] o Accounts of any type. o Write a letter of instruction or complete a stock power o Sales of any amount. indicating the fund name, your share class, your account number, the name(s) in which the account is registered and the dollar value or number of shares you wish to sell. o Include all signatures and any additional documents that may be required (see next page). o Mail the materials to Signature Services. o A check will be mailed to the name(s) and address in which the account is registered, or otherwise according to your letter of instruction. By Internet [Clip Art] o Most accounts. o Log on to www.jhfunds.com to initiate redemptions from o Sales of up to $100,000. your funds. By phone [Clip Art] o Most accounts. o Call EASI-Line for automated service 24 hours a day using o Sales of up to $100,000. your touch-tone phone at 1-800-338-8080. o Call your financial representative or Signature Services between 8 A.M. and 4 P.M. Eastern Time on most business days. By wire or electronic funds transfer (EFT) [Clip Art] o Requests by letter to sell o To verify that the Internet or any amount. telephone redemption privilege is in place on an account, or o Requests by Internet or to request the form to add it phone to sell up to to an existing account, call $100,000. Signature Services. o Amounts of $1,000 or more will be wired on the next business day. A $4 fee will be deducted from your account. o Amounts of less than $1,000 may be sent by EFT or by check. Funds from EFT transactions are generally available by the second business day. Your bank may charge a fee for this service. By exchange [Clip Art] o Accounts of any type. o Obtain a current prospectus for the fund into which you are o Sales of any amount. exchanging by Internet or by calling your financial representative or Signature Services. o Log on to www.jhfunds.com to process exchanges between your funds. o Call EASI-Line for automated service 24 hours a day using your touch-tone phone at 1-800-338-8080. o Call your financial representative or Signature Services to request an exchange. By check [Clip Art] o Government Income, o Request checkwriting on your Investment Grade Bond and account application. Strategic Income only. o Verify that the shares to be o Any account with sold were purchased more than checkwriting privileges. 10 days earlier or were purchased by wire. o Sales of over $100. o Write a check for any amount over $100. 18 YOUR ACCOUNT Selling shares in writing In certain circumstances, you will need to make your request to sell shares in writing. You may need to include additional items with your request, unless they were previously provided to Signature Services and are still accurate. These items are shown in the table below. You may also need to include a signature guarantee, which protects you against fraudulent orders. You will need a signature guarantee if: o your address of record has changed within the past 30 days o you are selling more than $100,000 worth of shares o you are requesting payment other than by a check mailed to the address of record and payable to the registered owner(s) You will need to obtain your signature guarantee from a member of the Signature Guarantee Medallion Program. Most brokers and securities dealers are members of this program. A notary public CANNOT provide a signature guarantee. -------------------------------------------------------------------------------- Seller Requirements for written requests -------------------------------------------------------------------------------- [Clip Art] Owners of individual, joint, or o Letter of instruction. UGMA/UTMA accounts (custodial accounts for minors). o On the letter, the signatures of all persons authorized to sign for the account, exactly as the account is registered. o Signature guarantee if applicable (see above). Owners of corporate, sole o Letter of instruction. proprietorship, general partner or association accounts. o Corporate business/organization resolution, certified within the past 12 months, or a John Hancock Funds business/organization certification form. o On the letter and the resolution, the signature of the person(s) authorized to sign for the account. o Signature guarantee if applicable (see above). Owners or trustees of trust o Letter of instruction. accounts. o On the letter, the signature(s) of the trustee(s). o Copy of the trust document certified within the past 12 months or a John Hancock Funds trust certification form. o Signature guarantee if applicable (see above). Joint tenancy shareholders with o Letter of instruction signed by rights of survivorship whose surviving tenant. co-tenants are deceased. o Copy of death certificate. o Signature guarantee if applicable (see above). Executors of shareholder estates. o Letter of instruction signed by executor. o Copy of order appointing executor, certified within the past 12 months. o Signature guarantee if applicable (see above). Administrators, conservators, o Call 1-800-225-5291 for guardians and other sellers or instructions. account types not listed above. ----------------------------------------- Address: John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1000 Boston, MA 02217-1000 Phone Number: 1-800-225-5291 Or contact your financial representative for instructions and assistance. ----------------------------------------- To sell shares through a systematic withdrawal plan, see "Additional investor services." YOUR ACCOUNT 19 -------------------------------------------------------------------------------- TRANSACTION POLICIES Valuation of shares The net asset value (NAV) per share for each fund and class is determined each business day at the close of regular trading on the New York Stock Exchange (typically 4 P.M. Eastern Time). The funds use market prices in valui ng portfolio securities, but may use fair-value estimates if reliable market prices are unavailable. The funds may also value securities at fair value if the value of these securities has been materially affected by events occurring after the close of a foreign market. The funds may trade foreign bonds or other portfolio securities on U.S. holidays and weekends, even though the funds' shares will not be priced on those days. This may change a fund's NAV on days when you cannot buy or sell shares. Buy and sell prices When you buy shares, you pay the NAV plus any applicable sales charges, as described earlier. When you sell shares, you receive the NAV minus any applicable deferred sales charges. Execution of requests Each fund is open on those days when the New York Stock Exchange is open, typically Monday through Friday. Buy and sell requests are executed at the next NAV to be calculated after Signature Services receives your request in good order. At times of peak activity, it may be difficult to place requests by phone. During these times, consider using EASI-Line, accessing www.jhfunds.com or sending your request in writing. In unusual circumstances, any fund may temporarily suspend the processing of sell requests, or may postpone payment of proceeds for up to three business days or longer, as allowed by federal securities laws. Telephone transactions For your protection, telephone requests may be recorded in order to verify their accuracy. Also for your protection, telephone redemption transactions are not permitted on accounts whose names or addresses have changed within the past 30 days. Proceeds from telephone transactions can only be mailed to the address of record. Exchanges You may exchange shares of one John Hancock fund for shares of the same class of any other, generally without paying any additional sales charges. The registration for both accounts involved must be identical. Class B and Class C shares will continue to age from the original date and will retain the same CDSC rate. However, if the new fund's CDSC rate is higher then the rate will increase. A CDSC rate that has increased will drop again with a future exchange into a fund with a lower rate. To protect the interests of other investors in the fund, a fund may cancel the exchange privileges of any parties who, in the opinion of the fund, are using market timing strategies or making more than seven exchanges per owner or controlling party per calendar year. A fund may also refuse any exchange order. A fund may change or cancel its exchange policies at any time, upon 60 days' notice to its shareholders. Certificated shares The funds no longer issue share certificates. Shares are electronically recorded. Any existing certificated shares can only be sold by returning the certificated shares to Signature Services, along with a letter of instruction or a stock power and a signature guarantee. Sales in advance of purchase payments When you place a request to sell shares for which the purchase money has not yet been collected, the request will be executed in a timely fashion, but the fund will not release the proceeds to you until your purchase payment clears. This may take up to ten business days after the purchase. -------------------------------------------------------------------------------- DIVIDENDS AND ACCOUNT POLICIES Account statements In general, you will receive account statements as follows: o after every transaction (except a dividend reinvestment) that affects your account balance o after any changes of name or address of the registered owner(s) o in all other circumstances, every quarter Every year you should also receive, if applicable, a Form 1099 tax information statement, mailed by January 31. Dividends The funds generally declare dividends daily and pay them monthly. Capital gains, if any, are distributed annually, typically after the end of a fund's fiscal year. Most of these funds' dividends are income dividends. Your dividends begin accruing the day after the fund receives payment and continue through the day your shares are actually sold. Dividend reinvestments Most investors have their dividends reinvested in additional shares of the same fund and class. If you choose this option, or if you do not indicate any choice, your dividends will be reinvested on the dividend record date. Alternatively, you can choose to have a check for your dividends and capital gains in the amount of more than $10 mailed to you. However, if the check is not deliverable or the 20 YOUR ACCOUNT combined dividend and capital gains amount is $10 or less, your proceeds will be reinvested. If five or more of your dividend or capital gains checks remain uncashed after 180 days, all subsequent dividends and capital gains will be reinvested. Taxability of dividends Dividends you receive from a fund, whether reinvested or taken as cash, are generally considered taxable. Dividends from a fund's short-term capital gains are taxable as ordinary income. Dividends from a fund's long-term capital gains are taxable at a lower rate. Whether gains are short-term or long-term depends on the fund's holding period. Some dividends paid in January may be taxable as if they had been paid the previous December. The Form 1099 that is mailed to you every January details your dividends and their federal tax category, although you should verify your tax liability with your tax professional. Taxability of transactions Any time you sell or exchange shares, it is considered a taxable event for you. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a gain or a loss on the transaction. You are responsible for any tax liabilities generated by your transactions. Small accounts (non-retirement only) If you draw down a non-retirement account so that its total value is less than $1,000, you may be asked to purchase more shares within 30 days. If you do not take action, your fund may close out your account and mail you the proceeds. Alternatively, Signature Services may charge you $10 a year to maintain your account. You will not be charged a CDSC if your account is closed for this reason, and your account will not be closed if its drop in value is due to fund performance or the effects of sales charges. -------------------------------------------------------------------------------- ADDITIONAL INVESTOR SERVICES Monthly Automatic Accumulation Program (MAAP) MAAP lets you set up regular investments from your paycheck or bank account to the John Hancock fund(s) of your choice. You determine the frequency and amount of your investments, and you can terminate your program at any time. To establish: o Complete the appropriate parts of your account application. o If you are using MAAP to open an account, make out a check ($25 minimum) for your first investment amount payable to "John Hancock Signature Services, Inc." Deliver your check and application to your financial representative or Signature Services. Systematic withdrawal plan This plan may be used for routine bill payments or periodic withdrawals from your account. To establish: o Make sure you have at least $5,000 worth of shares in your account. o Make sure you are not planning to invest more money in this account (buying shares during a period when you are also selling shares of the same fund is not advantageous to you, because of sales charges). o Specify the payee(s). The payee may be yourself or any other party, and there is no limit to the number of payees you may have, as long as they are all on the same payment schedule. o Determine the schedule: monthly, quarterly, semi-annually, annually or in certain selected months. o Fill out the relevant part of the account application. To add a systematic withdrawal plan to an existing account, contact your financial representative or Signature Services. Retirement plans John Hancock Funds offers a range of retirement plans, including traditional, Roth and Education IRAs, SIMPLE plans and SEPs. Using these plans, you can invest in any John Hancock fund (except tax-free income funds) with a low minimum investment of $250 or, for some group plans, no minimum investment at all. To find out more, call Signature Services at 1-800-225-5291. YOUR ACCOUNT 21 Fund details -------------------------------------------------------------------------------- BUSINESS STRUCTURE The diagram below shows the basic business structure used by the John Hancock income funds. Each fund's board of trustees oversees the fund's business activities and retains the services of the various firms that carry out the fund's operations. The trustees of the Government Income, High Yield Bond and Investment Grade Bond funds have the power to change these funds' respective investment goals without shareholderapproval. Management fees The management fees paid to the investment adviser by the John Hancock income funds last fiscal year are as follows: -------------------------------------------------------------------------------- Fund % of net assets -------------------------------------------------------------------------------- Bond 0.50% Government Income 0.50% High Yield Bond 0.52% Investment Grade Bond 0.40% Strategic Income 0.37% ----------------------- Shareholders ----------------------- Distribution and shareholder services --------------------------------------------------- Financial services firms and their representatives Advise current and prospective share- holders on their fund investments, often in the context of an overall financial plan. --------------------------------------------------- --------------------------------------------------- Principal distributor John Hancock Funds, Inc. Markets the funds and distributes shares through selling brokers, financial planners and other financial representatives. --------------------------------------------------- --------------------------------------------------- Transfer agent John Hancock Signature Services, Inc. Handles shareholder services, including record- keeping and statements, distribution of dividends and processing of buy and sell requests. --------------------------------------------------- Asset Management --------------------------------------------------- Investment adviser John Hancock Advisors, Inc. 101 Huntington Avenue Boston, MA 02199-7603 Manages the funds' business and investment activities. --------------------------------------------------- --------------------------------------------------- Trustees Oversee the funds' activities. --------------------------------------------------- 22 FUND DETAILS -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS These tables detail the performance of each fund's share classes, including total return information showing how much an investment in the fund has increased or decreased each year. Bond Fund Figures audited by Ernst & Young LLP.
CLASS A SHARES -- PERIOD ENDED 12-31-96 5-31-97(1) 5-31-98 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $15.40 $14.90 $14.78 $15.25 $14.76 $13.93 Net investment income 1.09 0.44 1.05(2) 0.97(2) 0.96(2) 0.92(2) Net realized and unrealized gain (loss) on investments (0.50) (0.12) 0.47 (0.49) (0.83) 0.76 Total from investment operations 0.59 0.32 1.52 0.48 0.13 1.68 Less distributions From net investment income (1.09) (0.44) (1.05) (0.97) (0.96) (0.92) Net asset value, end of period $14.90 $14.78 $15.25 $14.76 $13.93 $14.69 Total return(3) (%) 4.11 2.22(4) 10.54 3.11 0.97 12.38 ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $1,416 $1,362 $1,328 $1,279 $1,098 $1,140 Ratio of expenses to average net assets (%) 1.14 1.11(5) 1.08 1.07 1.11 1.12 Ratio of net investment income to average net assets (%) 7.32 7.38(5) 6.90 6.35 6.69 6.38 Portfolio turnover (%) 123 58 198 228 162 235
CLASS B SHARES -- PERIOD ENDED 12-31-96 5-31-97(1) 5-31-98 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $15.40 $14.90 $14.78 $15.25 $14.76 $13.93 Net investment income 0.98 0.40 0.95(2) 0.86(2) 0.86(2) 0.83(2) Net realized and unrealized gain (loss) on investments (0.50) (0.12) 0.47 (0.49) (0.83) 0.76 Total from investment operations 0.48 0.28 1.42 0.37 0.03 1.59 Less distributions From net investment income (0.98) (0.40) (0.95) (0.86) (0.86) (0.83) Net asset value, end of period $14.90 $14.78 $15.25 $14.76 $13.93 $14.69 Total return(3) (%) 3.38 1.93(4) 9.78 2.39 0.27 11.64 ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $134 $133 $166 $239 $197 $218 Ratio of expenses to average net assets (%) 1.84 1.81(5) 1.78 1.77 1.81 1.78 Ratio of net investment income to average net assets (%) 6.62 6.68(5) 6.18 5.65 6.00 5.71 Portfolio turnover (%) 123 58 198 228 162 235
CLASS C SHARES -- PERIOD ENDED 5-31-99(6) 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $15.61 $14.76 $13.93 Net investment income(2) 0.55 0.85 0.82 Net realized and unrealized gain (loss) on investments (0.85) (0.83) 0.76 Total from investment operations (0.30) 0.02 1.58 Less distributions From net investment income (0.55) (0.85) (0.82) Net asset value, end of period $14.76 $13.93 $14.69 Total return(3) (%) (1.95)(4) 0.28 11.60 ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $21 $24 $26 Ratio of expenses to average net assets (%) 1.77(5) 1.80 1.82 Ratio of net investment income to average net assets (%) 5.65(5) 6.01 5.66 Portfolio turnover (%) 228 162 235
(1) Effective May 31, 1997, the fiscal year end changed from December 31 to May 31. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Not annualized. (5) Annualized. (6) Class C shares began operations on October 1, 1998. FUND DETAILS 23 Government Income Fund Figures audited by Ernst & Young LLP.
CLASS A SHARES -- PERIOD ENDED 10-31-96 5-31-97(1) 5-31-98 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $9.32 $9.07 $8.93 $9.25 $9.02 $8.58 Net investment income(2) 0.65 0.37 0.62 0.57 0.55 0.55 Net realized and unrealized gain (loss) on investments (0.25) (0.14) 0.32 (0.23) (0.44) 0.48 Total from investment operations 0.40 0.23 0.94 0.34 0.11 1.03 Less distributions From net investment income (0.65) (0.37) (0.62) (0.57) (0.55) (0.55) Net asset value, end of period $9.07 $8.93 $9.25 $9.02 $8.58 $9.06 Total return(3) (%) 4.49 2.57(4) 10.82 3.64(5) 1.38(5) 12.26(5) ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $396 $360 $340 $585 $505 $521 Ratio of expenses to average net assets (%) 1.17 1.13(6) 1.10 1.05 1.05 1.02 Ratio of adjusted expenses to average net assets(7) (%) -- -- -- 1.10 1.18 1.15 Ratio of net investment income to average net assets (%) 7.10 7.06(6) 6.79 6.08 6.31 6.13 Portfolio turnover (%) 106 129 106 161(8) 106 68
CLASS B SHARES -- PERIOD ENDED 10-31-96 5-31-97(1) 5-31-98 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $9.32 $9.08 $8.93 $9.25 $9.02 $8.58 Net investment income(2) 0.58 0.33 0.55 0.50 0.49 0.48 Net realized and unrealized gain (loss) on investments (0.24) (0.15) 0.32 (0.23) (0.44) 0.48 Total from investment operations 0.34 0.18 0.87 0.27 0.05 0.96 Less distributions From net investment income (0.58) (0.33) (0.55) (0.50) (0.49) (0.48) Net asset value, end of period $9.08 $8.93 $9.25 $9.02 $8.58 $9.06 Total return(3) (%) 3.84 2.02(4) 10.01 2.92(5) 0.64(5) 11.44(5) ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) ($) $178 $153 $118 $197 $113 $93 Ratio of expenses to average net assets (%) 1.90 1.86(6) 1.85 1.74 1.78 1.75 Ratio of adjusted expenses to average net assets(7) (%) -- -- -- 1.79 1.91 1.88 Ratio of net investment income to average net assets4 (%) 6.37 6.32(6) 6.05 5.39 5.58 5.41 Portfolio turnover (%) 106 129 106 161(8) 106 68
CLASS C SHARES -- PERIOD ENDED 5-31-99(9) 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $9.15 $9.02 $8.58 Net investment income(2) 0.07 0.49 0.48 Net realized and unrealized gain (loss) on investments (0.13) (0.44) 0.48 Total from investment operations (0.06) 0.05 0.96 Less distributions From net investment income (0.07) (0.49) (0.48) Net asset value, end of period $9.02 $8.58 $9.06 Total return(3,5) (%) (0.65)(4) 0.61 11.42 ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) --(10) --(10) $2 Ratio of expenses to average net assets (%) 1.80(6) 1.80 1.77 Ratio of adjusted expenses to average net assets(7) (%) 1.85(6) 1.93 1.90 Ratio of net investment income to average net assets (%) 5.33(6) 5.56 5.30 Portfolio turnover (%) 161(6) 106 68
(1) Effective May 31, 1997, the fiscal year end changed from October 31 to May 31. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Not annualized. (5) Total return would have been lower had certain expenses not been reduced during the periods shown. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. (8) Portfolio turnover excludes merger activity. (9) Class C shares began operations on April 1, 1999. (10) Less than $500,000. ================================================================================ The following returns are not audited and are not part of the audited financial highlights presented above: Without the expense reductions, returns for the year or period ended May 31, 1999, and years ended May 31, 2000 and 2001 would have been 3.59%, 1.25% and 12.13% for Class A, 2.87%, 0.51% and 11.31% for Class B and (0.66%), 0.48% and 11.29% for Class C, respectively. 24 FUND DETAILS High Yield Bond Fund Figures audited by Ernst & Young LLP.
CLASS A SHARES -- PERIOD ENDED 10-31-96 5-31-97(1) 5-31-98 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $7.20 $7.55 $7.87 $8.26 $6.57 $5.87 Net investment income 0.76(2) 0.45 0.78(2) 0.75(2) 0.72(2) 0.65(2) Net realized and unrealized gain (loss) on investments 0.35 0.32 0.51 (1.59) (0.70) (0.76) Total from investment operations 1.11 0.77 1.29 (0.84) 0.02 (0.11) Less distributions From net investment income (0.76) (0.45) (0.78) (0.75) (0.72) (0.65) From net realized gain -- -- (0.12) (0.10) -- -- (0.76) (0.45) (0.90) (0.85) (0.72) (0.65) Net asset value, end of period $7.55 $7.87 $8.26 $6.57 $5.87 $5.11 Total return(3) (%) 16.06 10.54(4) 17.03 (9.85) 0.15 (1.82) ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $53 $98 $273 $285 $238 $228 Ratio of expenses to average net assets (%) 1.10 1.05(5) 0.97 0.98 0.99 0.99 Ratio of net investment income to average net assets (%) 10.31 10.19(5) 9.33 10.94 11.36 10.87 Portfolio turnover (%) 113 78 100 56 49 57
CLASS B SHARES -- PERIOD ENDED 10-31-96 5-31-97(1) 5-31-98 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $7.20 $7.55 $7.87 $8.26 $6.57 $5.87 Net investment income 0.70(2) 0.42 0.71(2) 0.70(2) 0.67(2) 0.61(2) Net realized and unrealized gain (loss) on investments 0.35 0.32 0.51 (1.59) (0.70) (0.76) Total from investment operations 1.05 0.74 1.22 (0.89) (0.03) (0.15) Less distributions From net investment income (0.70) (0.42) (0.71) (0.70) (0.67) (0.61) From net realized gain -- -- (0.12) (0.10) -- -- (0.70) (0.42) (0.83) (0.80) (0.67) (0.61) Net asset value, end of period $7.55 $7.87 $8.26 $6.57 $5.87 $5.11 Total return(3) (%) 15.24 10.06(4) 16.16 (10.54) (0.61) (2.51) ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $243 $379 $798 $835 $691 $571 Ratio of expenses to average net assets (%) 1.82 1.80(5) 1.72 1.73 1.74 1.68 Ratio of net investment income to average net assets (%) 9.49 9.45(5) 8.62 10.20 10.61 10.87 Portfolio turnover (%) 113 78 100 56 49 57
CLASS C SHARES -- PERIOD ENDED 5-31-98(6) 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $8.45 $8.26 $6.57 $5.87 Net investment income(2) 0.06 0.70 0.67 0.61 Net realized and unrealized gain (loss) on investments (0.19) (1.59) (0.70) (0.76) Total from investment operations (0.13) (0.89) (0.03) (0.15) Less distributions From net investment income (0.06) (0.70) (0.67) (0.61) From net realized gain -- (0.10) -- -- (0.06) (0.80) (0.67) (0.61) Net asset value, end of period $8.26 $6.57 $5.87 $5.11 Total return(3) (%) (1.59)(4) (10.54) (0.61) (2.57) ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $3 $29 $27 $40 Ratio of expenses to average net assets (%) 1.72(5) 1.73 1.74 1.74 Ratio of net investment income to average net assets (%) 6.70(5) 10.20 10.61 10.87 Portfolio turnover (%) 100 56 49 57
(1) Effective May 31, 1997, the fiscal year end changed from October 31 to May 31. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Not annualized. (5) Annualized. (6) Class C shares began operations on May 1, 1998. FUND DETAILS 25 Investment Grade Bond Fund Figures audited by Ernst & Young LLP.
CLASS A SHARES -- PERIOD ENDED 3-31-97 5-31-97(1) 5-31-98 5-31-99 5-31-00 5-31-01 --------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $9.69 $9.37 $9.46 $9.72 $9.55 $9.18 Net investment income 0.67 0.11(2) 0.62(2) 0.59(2) 0.57(2) 0.60(2) Net realized and unrealized gain (loss) on investments (0.25) 0.09 0.26 (0.17) (0.37) 0.46 Total from investment operations 0.42 0.20 0.88 0.42 0.20 1.06 Less distributions From net investment income (0.66) (0.11) (0.62) (0.59) (0.57) (0.60) From net realized gain (0.08) -- -- -- -- -- (0.74) (0.11) (0.62) (0.59) (0.57) (0.60) Net asset value, end of period $9.37 $9.46 $9.72 $9.55 $9.18 $9.64 Total return(3) (%) 4.56(4) 2.13(4,5) 9.56(4) 4.33 2.22 11.83 --------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA --------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $22 $23 $163 $169 $138 $145 Ratio of expenses to average net assets (%) 0.75 0.75(6) 1.09 1.03 1.07 1.05 Ratio of adjusted expenses to average net assets(7) (%) 1.12 1.92(6) 1.16 -- -- -- Ratio of net investment income to average net assets (%) 6.99 7.07(6) 6.43 6.03 6.08 6.30 Portfolio turnover (%) 427 77 250(8) 267 300 328
CLASS B SHARES -- PERIOD ENDED 3-31-97 5-31-97(1) 5-31-98 5-31-99 5-31-00 5-31-01 --------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $9.69 $9.37 $9.46 $9.72 $9.55 $9.18 Net investment income 0.60 0.10(2) 0.55(2) 0.52(2) 0.50(2) 0.53(2) Net realized and unrealized gain (loss) on investments (0.24) 0.09 0.26 (0.17) (0.37) 0.46 Total from investment operations 0.36 0.19 0.81 0.35 0.13 0.99 Less distributions From net investment income (0.60) (0.10) (0.55) (0.52) (0.50) (0.53) From net realized gain (0.08) -- -- -- -- -- (0.68) (0.10) (0.55) (0.52) (0.50) (0.53) Net asset value, end of period $9.37 $9.46 $9.72 $9.55 $9.18 $9.64 Total return(3) (%) 3.84(4) 2.01(4,5) 8.74(4) 3.57 1.46 11.03 --------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA --------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $7 $6 $19 $44 $27 $28 Ratio of expenses to average net assets (%) 1.43 1.50(6) 1.84 1.77 1.81 1.77 Ratio of adjusted expenses to average net assets(7) (%) 1.80 2.67(6) 1.91 -- -- -- Ratio of net investment income to average net assets (%) 6.30 6.04(6) 5.66 5.30 5.34 5.59 Portfolio turnover (%) 427 77 250(8) 267 300 328
CLASS C SHARES -- PERIOD ENDED 5-31-99(9) 5-31-00 5-31-01 --------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $9.66 $9.55 $9.18 Net investment income(2) 0.07 0.50 0.53 Net realized and unrealized gain (loss) on investments (0.11) (0.37) 0.46 Total from investment operations (0.04) 0.13 0.99 Less distributions From net investment income (0.07) (0.50) (0.53) Net asset value, end of period $9.55 $9.18 $9.64 Total return(3) (%) (0.38)(5) 1.44 11.00 --------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA --------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) --(10) --(10) $2 Ratio of expenses to average net assets (%) 1.77(6) 1.82 1.80 Ratio of net investment income to average net assets (%) 5.30(6) 5.33 5.42 Portfolio turnover (%) 267 300 328
(1) Effective May 31, 1997, the fiscal year end changed from March 31 to May 31. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Total return would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. (8) Portfolio turnover rate excludes merger activity. (9) Class C shares began operations on April 1, 1999. (10) Less than $500,000. ================================================================================ The following returns are not audited and are not part of the audited financial highlights presented above: Without the expense reductions, returns for the year ended March 31, 1997, period ended May 31, 1997 and year ended May 31, 1998 would have been 4.19%, 1.93% and 9.49% for Class A and 3.47%, 1.81% and 8.67% for Class B, respectively. 26 FUND DETAILS Strategic Income Fund Figures audited by PricewaterhouseCoopers LLP.
CLASS A SHARES -- PERIOD ENDED 5-31-97 5-31-98 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $7.27 $7.54 $7.84 $7.46 $6.97 Net investment income(1) 0.64 0.64 0.59 0.59 0.57 Net realized and unrealized gain (loss) on investments 0.27 0.34 (0.38) (0.49) (0.36) Total from investment operations 0.91 0.98 0.21 0.10 0.21 Less distributions From net investment income (0.64) (0.64) (0.59) (0.59) (0.56) From net realized gain on investments sold -- (0.04) -- -- -- From capital paid-in -- -- -- -- (0.01) (0.64) (0.68) (0.59) (0.59) (0.57) Net asset value, end of period $7.54 $7.84 $7.46 $6.97 $6.61 Total return(2) (%) 12.99 13.43 2.77 1.37 3.15 ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $417 $489 $541 $511 $512 Ratio of expenses to average net assets (%) 1.00 0.92 0.89 0.91 0.93 Ratio of net investment income to average net assets (%) 8.61 8.20 7.71 8.09 8.40 Portfolio turnover (%) 132 112 55(3) 36(3) 48
CLASS B SHARES -- PERIOD ENDED 5-31-97 5-31-98 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $7.27 $7.54 $7.84 $7.46 $6.97 Net investment income(1) 0.59 0.59 0.53 0.54 0.52 Net realized and unrealized gain (loss) on investments 0.27 0.34 (0.38) (0.49) (0.35) Total from investment operations 0.86 0.93 0.15 0.05 0.17 Less distributions From net investment income (0.59) (0.59) (0.53) (0.54) (0.52) From net realized gain on investments sold -- (0.04) -- -- -- From capital paid-in -- -- -- -- (0.01) (0.59) (0.63) (0.53) (0.54) (0.53) Net asset value, end of period $7.54 $7.84 $7.46 $6.97 $6.61 Total return(2) (%) 12.21 12.64 2.06 0.65 2.44 ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $328 $473 $619 $564 $555 Ratio of expenses to average net assets (%) 1.70 1.62 1.59 1.61 1.63 Ratio of net investment income to average net assets (%) 7.90 7.50 7.01 7.39 7.69 Portfolio turnover (%) 132 112 55(3) 36(3) 48
CLASS C SHARES -- PERIOD ENDED 5-31-98(4) 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $7.87 $7.84 $7.46 $6.97 Net investment income(1) 0.05 0.53 0.53 0.52 Net realized and unrealized gain (loss) on investments (0.03)(5) (0.38) (0.49) (0.35) Total from investment operations 0.02 0.15 0.04 0.17 Less distributions From net investment income (0.05) (0.53) (0.53) (0.52) From capital paid-in -- -- -- (0.01) (0.05) (0.53) (0.53) (0.53) Net asset value, end of period $7.84 $7.46 $6.97 $6.61 Total return(2) (%) 0.23(6) 2.04 0.65 2.43 ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $0.6 $22 $36 $69 Ratio of expenses to average net assets (%) 1.62(7) 1.59 1.61 1.63 Ratio of net investment income to average net assets (%) 7.34(7) 7.01 7.39 7.65 Portfolio turnover (%) 112 55(3) 36(3) 48
(1) Based on the average of the shares outstanding at the end of each month. (2) Assumes dividend reinvestment and does not reflect the effect of sales charges. (3) Portfolio turnover rate excludes merger activity. (4) Class C shares began operations on May 1, 1998. (5) The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period ended May 31, 1998, due to the timing of purchases and redemptions of Fund shares in relation to fluctuating market values of the investments of the Fund. (6) Not annualized. (7) Annualized. FUND DETAILS 27 For more information -------------------------------------------------------------------------------- Two documents are available that offer further information on John Hancock income funds: Annual/Semiannual Report to Shareholders Includes financial statements, a discussion of the market conditions and investment strategies that significantly affected performance, as well as the auditors' report (in annual report only). Statement of Additional Information (SAI) The SAI contains more detailed information on all aspects of the funds. The current annual report is included in the SAI. A current SAI has been filed with the Securities and Exchange Commission and is incorporated by reference into (is legally a part of) this prospectus. To request a free copy of the current annual/semiannual report or the SAI, please contact John Hancock: By mail: John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1000 Boston, MA 02217-1000 By phone: 1-800-225-5291 By EASI-Line: 1-800-338-8080 By TDD: 1-800-544-6713 On the Internet: www.jhfunds.com Or you may view or obtain these documents from the SEC: In person: at the SEC's Public Reference Room in Washington, DC. For access to the Reference Room call 1-202-942-8090 By mail: Public Reference Section Securities and Exchange Commission Washington, DC 20549-0102 (duplicating fee required) By electronic request: publicinfo@sec.gov (duplicating fee required) On the Internet: www.sec.gov [LOGO](R) [OLYMPIC LOGO] WORLDWIDE SPONSOR John Hancock Funds, Inc. MEMBER NASD 101 Huntington Avenue Boston, MA 02199-7603 www.jhfunds.com Mutual Funds Institutional Services Private Managed Accounts Retirement Plans Insurance Services (C)2002 JOHN HANCOCK FUNDS, INC. INCPN 1/02 John Hancock Income Funds Institutional Class I Prospectus January 1, 2002 -------------------------------------------------------------------------------- Bond Fund Strategic Income Fund As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these funds or determined whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal crime. [LOGO](R) ------------------ JOHN HANCOCK FUNDS Contents -------------------------------------------------------------------------------- A fund-by-fund summary of Bond Fund 4 goals, strategies, risks, performance and expenses. Strategic Income Fund 6 Policies and instructions for Your account opening, maintaining and closing an account in any Who can buy shares 8 income fund. Opening an account 8 Buying shares 9 Selling shares 10 Transaction policies 12 Dividends and account policies 12 Business structure 13 Financial highlights 14 For more information back cover Overview -------------------------------------------------------------------------------- JOHN HANCOCK INCOME FUNDS These funds seek current income without sacrificing total return. Each fund has its own strategy and its own risk profile. WHO MAY WANT TO INVEST These funds may be appropriate for investors who: o are seeking a regular stream of income o want to diversify their portfolios o are seeking a mutual fund for the income portion of an asset allocation portfolio o are retired or nearing retirement Income funds may NOT be appropriate if you: o are investing for maximum return over a long time horizon o require absolute stability of your principal RISKS OF MUTUAL FUNDS Mutual funds are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Because you could lose money by investing in these funds, be sure to read all risk disclosure carefully before investing. THE MANAGEMENT FIRM All John Hancock income funds are managed by John Hancock Advisers, Inc. Founded in 1968, John Hancock Advisers is a wholly owned subsidiary of John Hancock Financial Services, Inc. and manages approximately $30 billion in assets. Fund Information Key Concise fund-by-fund descriptions begin on the next page. Each description provides the following information: [Clip Art] Goal and strategy The fund's particular investment goals and the strategies it intends to use in pursuing those goals. [Clip Art] Main risks The major risk factors associated with the fund. [Clip Art] Past performance The fund's total return, measured year-by-year and over time. [Clip Art] Your expenses The overall costs borne by an investor in the fund, including sales charges and annual expenses. 3 Bond Fund GOAL AND STRATEGY [Clip Art] The fund seeks to generate a high level of current income consistent with prudent investment risk. In pursuing this goal, the fund normally invests at least 80% of net assets in a diversified portfolio of debt securities. These include corporate bonds and debentures as well as U.S. government and agency securities. Most of these securities are investment grade, although the fund may invest up to 25% of assets in high yield bonds rated as low as CC/Ca and their unrated equivalents. There is no limit on the fund's average maturity. In managing the fund's portfolio, the managers concentrate on sector allocation, industry allocation and securities selection: deciding which types of bonds and industries to emphasize at a given time, and then which individual bonds to buy. When making sector and industry allocations, the managers try to anticipate shifts in the business cycle, using top-down analysis to determine which sectors and industries may benefit over the next 12 months. In choosing individual securities, the managers use bottom-up research to find securities that appear comparatively undervalued. The managers look at bonds of all quality levels and maturities from many different issuers, potentially including U.S. dollar-denominated securities of foreign governments and corporations. The fund intends to keep its exposure to interest rate movements generally in line with those of its peers. The fund may invest in mortgage-related securities and certain other derivatives (investments whose value is based on indexes, securities or currencies). Under normal circumstances, the fund may not invest more than 10% of assets in cash or cash equivalents. In abnormal circumstances, the fund may temporarily invest more than 20% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. ================================================================================ PORTFOLIO MANAGERS James K. Ho, CFA ------------------------------------ Executive vice president of adviser Joined fund team in 1988 Joined adviser in 1985 Began business career in 1977 Benjamin A. Matthews ------------------------------------ Vice president of adviser Joined fund team in 1995 Joined adviser in 1995 Began business career in 1970 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. Since Class I shares have no operational history, the year-by-year and average annual figures are for Class A shares, which are offered in a separate prospectus. Annual returns should be substantially similar since all classes invest in the same portfolio. Class I shares have no sales charges and lower expenses than Class A shares. The average annual figures reflect sales charges; the year-by-year and index figures do not, and would be lower if they did. All figures assume dividend reinvestment. Past performance does not indicate future results. -------------------------------------------------------------------------------- Class A year-by-year total returns -- calendar years --------------------------------------------------------------------------------
1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 16.59% 8.19% 11.69% -2.77% 19.45% 4.09% 9.66% 7.50% -1.36% 10.39%
2001 total return as of September 30: 3.09% Best quarter: Q2 '95, 6.57% Worst quarter: Q1 '94, -2.71% -------------------------------------------------------------------------------- Average annual total returns--for periods ending 12/31/00 -------------------------------------------------------------------------------- 1 year 5 year 10 year Class A 5.41% 4.99% 7.64% Class I - no operational history -- -- -- Index 9.39% 5.80% 8.44% Index: Lehman Brothers Credit Bond Index, an unmanaged index of U.S. corporate bonds and Yankee bonds. 4 MAIN RISKS [Clip Art] The major factors in this fund's performance are interest rates and credit risk. When interest rates rise, bond prices generally fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. The fund could lose money if any bonds it owns are downgraded in credit rating or go into default. In general, high yield bonds (also known as "junk bonds") have higher credit risks. If certain sectors or investments do not perform as the fund expects, it could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Junk bonds and foreign securities may make the fund more sensitive to market or economic shifts in the U.S. and abroad. o If interest rate movements cause the fund's mortgage-related and callable securities to be paid off substantially earlier or later than expected, the fund's share price or yield could be hurt. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Certain derivatives could produce disproportionate losses. Any U.S. government guarantees on portfolio securities do not apply to these securities' market value or current yield, or to fund shares. The fund may trade securities actively, which could increase its transaction costs (thus lowering performance) and increase your taxable distributions. ================================================================================ YOUR EXPENSES [Clip Art] Operating expenses are paid from the fund's assets, and therefore are paid by shareholders indirectly. Because Class I is new, its expenses are based on Class A expenses, adjusted to reflect any changes. -------------------------------------------------------------------------------- Annual operating expenses -------------------------------------------------------------------------------- Management fee 0.50% Other expenses 0.14% Total fund operating expenses 0.64% The hypothetical example below shows what your expenses would be if you invested $10,000 over the time frames indicated, assuming you reinvested all distributions and that the average annual return was 5%. The example is for comparison only, and does not represent the fund's actual expenses and returns, either past or future. -------------------------------------------------------------------------------- Expenses Year 1 Year 3 Year 5 Year 10 -------------------------------------------------------------------------------- Class I $65 $205 $357 $798 FUND CODES Class I ------------------------------- Ticker -- CUSIP 410223408 Newspaper -- SEC number 811-2402 JH fund number 431 5 Strategic Income Fund GOAL AND STRATEGY [Clip Art] The fund seeks a high level of current income. In pursuing this goal, the fund invests primarily in the following types of securities: o foreign government and corporate debt securities from developed and emerging markets o U.S. government and agency securities o U.S. high yield bonds The fund may also invest in preferred stock and other types of debt securities. Although the fund invests in securities rated as low as CC/Ca and their unrated equivalents, it generally intends to keep its average credit quality in the investment-grade range (AAA to BBB). There is no limit on the fund's average maturity. In managing the portfolio, the managers allocate assets among the three major sectors based on analysis of economic factors such as projected international interest rate movements, industry cycles and political trends. However, the managers may invest up to 100% of assets in any one sector. Within each sector, the managers look for securities that are appropriate for the overall portfolio in terms of yield, credit quality, structure and industry distribution. In selecting securities, relative yields and risk/reward ratios are the primary considerations. The fund may use certain higher-risk investments, including derivatives (investments whose value is based on indexes, securities or currencies) and restricted or illiquid securities. In addition, the fund may invest up to 10% of net assets in U.S. or foreign stocks. In abnormal circumstances, the fund may temporarily invest extensively in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs (thus lowering performance) and increase your taxable distributions. ================================================================================ PORTFOLIO MANAGERS Frederick L. Cavanaugh, Jr. ------------------------------------ Senior vice president of adviser Joined fund team in 1986 Joined adviser in 1986 Began business career in 1975 Arthur N. Calavritinos, CFA ------------------------------------- Vice president of adviser Joined fund team in 1995 Joined adviser in 1988 Began business career in 1986 Daniel S. Janis ------------------------------------- Second vice president of adviser Joined fund team in 1999 Joined adviser in 1999 Senior risk manager at BankBoston (1997-1998) Manager of forward desk at Morgan Stanley (1991-1997) Began business career in 1984 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. Since Class I shares have no operational history, the year-by-year and average annual figures are for Class A shares, which are offered in a separate prospectus. Annual returns should be substantially similar since all classes invest in the same portfolio. Class I shares have no sales charges and lower expenses than Class A shares. The average annual figures reflect sales charges; the year-by-year and index figures do not, and would be lower if they did. All figures assume dividend reinvestment. Past performance does not indicate future results. -------------------------------------------------------------------------------- Class A year-by-year total returns -- calendar years --------------------------------------------------------------------------------
1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 33.58% 7.68% 13.93% -3.05% 18.70% 11.68% 12.67% 5.41% 3.35% 1.14%
2001 total return as of September 30: -0.30% Best quarter: Q1 '91, 14.97% Worst quarter: Q1 '94, -2.50% -------------------------------------------------------------------------------- Average annual total returns -- for periods ending 12/31/00 -------------------------------------------------------------------------------- 1 year 5 year 10 year Class A -3.40% 5.77% 9.58% Class I - no operational history -- -- -- Index 11.85% 6.24% 8.00% Index: Lehman Brothers Government/Credit Bond Index, an unmanaged index of U.S. government, U.S. corporate and Yankee bonds. 6 MAIN RISKS [Clip Art] The fund's risk profile depends on its sector allocation. In general, investors should expect fluctuations in share price, yield and total return that are above average for bond funds. When interest rates rise, bond prices generally fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. A fall in worldwide demand for U.S. government securities could also lower the prices of these securities. The fund could lose money if any bonds it owns are downgraded in credit rating or go into default. In general, high yield bonds (also known as "junk bonds") have higher credit risks, and their prices can fall on bad news about the economy, an industry or a company. If certain allocation strategies or certain industries or investments do not perform as the fund expects, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. These risks are greater in emerging markets. o If interest rate movements cause the fund's callable securities to be paid off substantially earlier or later than expected, the fund's share price or yield could be hurt. o Stock investments may go down in value due to stock market movements or negative company or industry events. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Certain derivatives could produce disproportionate losses. ================================================================================ YOUR EXPENSES [Clip Art] Operating expenses are paid from the fund's assets, and therefore are paid by shareholders indirectly. Because Class I is new, its expenses are based on Class A expenses, adjusted to reflect any changes. -------------------------------------------------------------------------------- Annual operating expenses -------------------------------------------------------------------------------- Management fee 0.37% Other expenses 0.14% Total fund operating expenses 0.51% The hypothetical example below shows what your expenses would be if you invested $10,000 over the time frames indicated, assuming you reinvested all distributions and that the average annual return was 5%. The example is for comparison only, and does not represent the fund's actual expenses and returns, either past or future. -------------------------------------------------------------------------------- Expenses Year 1 Year 3 Year 5 Year 10 -------------------------------------------------------------------------------- Class I $52 $164 $285 $640 FUND CODES Class I ----------------------------- Ticker -- CUSIP 410227839 Newspaper -- SEC number 811-4651 JH fund number 491 7 Your account -------------------------------------------------------------------------------- WHO CAN BUY SHARES John Hancock Institutional Funds are offered without any sales charge to certain types of investors, as noted below: o Retirement and other benefit plans and their participants o Rollover assets for participants whose plans are invested in the fund o Certain trusts, endowment funds and foundations o Any state, county or city, or its instrumentality, department, authority or agency o Insurance companies, trust companies and bank trust departments buying shares for their own account o Investment companies not affiliated with the adviser o Clients of service agents and broker-dealers who have entered into an agreement with John Hancock Funds, Inc. o Investors who participate in fee-based, wrap and other investment platform programs o Any entity that is considered a corporation for tax purposes -------------------------------------------------------------------------------- OPENING AN ACCOUNT 1 Read this prospectus carefully. 2 Determine if you are eligible, by referring to "Who can buy shares" on the left. 3 Determine how much you want to invest. The minimum initial investment is $10,000. There is no minimum investment for retirement plans with at least 350 eligible employees. 4 Complete the appropriate parts of the account application, carefully following the instructions. By applying for privileges now, you can avoid the delay and inconvenience of having to file an additional application if you want to add privileges later. You must submit additional documentation when opening trust, corporate or power of attorney accounts. 5 Make your initial investment using the table on the next page. 6 If you have questions or need more information, please contact your financial representative or call Signature Services at 1-888-972-8696. John Hancock Funds may pay significant compensation out of its own resources to your financial representative. Your broker or agent may charge you a fee to effect transactions in fund shares. 8 YOUR ACCOUNT -------------------------------------------------------------------------------- Buying shares -------------------------------------------------------------------------------- Opening an account Adding to an account By check [Clip Art] o Make out a check for the o Make out a check for the investment amount, payable investment amount payable to "John Hancock Signature to "John Hancock Signature Services, Inc." Services, Inc." o Deliver the check and your o Fill out the detachable completed application to investment slip from an your financial account statement. If no representative, or mail slip is available, include them to Signature Services a note specifying the fund (address below). name(s), your share class, your account number and the name(s) in which the account is registered. o Deliver the check and investment slip or note to your financial representative, or mail them to Signature Services (address below). By exchange [Clip Art] o Call your financial o Call your financial representative or representative or Signature Services to Signature Services to request an exchange. request an exchange. o You may only exchange for o You may only exchange for shares of other shares of other institutional funds or institutional funds or Class I shares. Class I shares. By wire [Clip Art] o Deliver your completed o Instruct your bank to wire application to your the amount of your financial representative investment to: or mail it to Signature First Signature Bank Services. & Trust Account # 900022260 o Obtain your account number Routing # 211475000 by calling your financial representative or Specify the fund name(s), your Signature Services. share class, your account number and the name(s) in o Instruct your bank to wire which the account is the amount of your registered. Your bank may investment to: charge a fee to wire funds. First Signature Bank & Trust Account # 900022260 Routing # 211475000 Specify the fund name(s), the share class, the new account number and the name(s) in which the account is registered. Your bank may charge a fee to wire funds. By phone [Clip Art] See "By exchange" and "By wire." o Verify that your bank or credit union is a member of the Automated Clearing House (ACH) system. o Complete the "To Purchase, Exchange or Redeem Shares via Telephone" and "Bank Information" sections on your account application. o Call Signature Services to verify that these features are in place on your account. o Call your financial representative or Signature Services with the fund name(s), your share class, your account number, the name(s) in which the account is registered and the amount of your investment. ------------------------------------------------- Address: John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1001 Boston, MA 02217-1001 Phone Number: 1-888-972-8696 Or contact your financial representative for instructions and assistance. ------------------------------------------------- YOUR ACCOUNT 9 -------------------------------------------------------------------------------- Selling shares -------------------------------------------------------------------------------- Designed for To sell some or all of your shares By letter [Clip Art] o Sales of any amount; o Write a letter of however, sales of $5 instruction indicating the million or more must be fund name, your account made by letter. number, your share class, the name(s) in which the o Certain requests will account is registered and require a Medallion the dollar value or number signature guarantee. of shares you wish to Please refer to "Selling sell. shares in writing." o Include all signatures and any additional documents that may be required (see next page). o Mail the materials to Signature Services. o A check or wire will be sent according to your letter of instruction. By phone [Clip Art] o Sales of up to $5 million. o To place your request with a representative at John Hancock Funds, call Signature Services between 8 A.M. and 4 P.M. Eastern Time on most business days. o Redemption proceeds of up to $100,000 may be sent by wire or by check. A check will be mailed to the exact name(s) and address on the account. Redemption proceeds exceeding $100,000 must be wired to your designated bank account. By wire or electronic funds transfer (EFT) [Clip Art] o Requests by letter to sell o To verify that the any amount. telephone redemption privilege is in place on o Requests by phone to sell an account, or to request up to $5 million (accounts the forms to add it to an with telephone redemption existing account, call privileges). Signature Services. o Amounts of $5 million or more will be wired on the next business day. o Amounts up to $100,000 may be sent by EFT or by check. Funds from EFT transactions are generally available by the second business day. Your bank may charge a fee for this service. By exchange [Clip Art] o Sales of any amount. o Obtain a current prospectus for the fund into which you are exchanging by calling your financial representative or Signature Services. o You may only exchange for shares of other institutional funds or Class I shares. o Call your financial representative or Signature Services to request an exchange. 10 YOUR ACCOUNT Selling shares in writing In certain circumstances, you will need to make your request to sell shares in writing. You may need to include additional items with your request, as shown in the table below, unless they were previously provided to Signature Services and are still accurate. You may also need to include a Medallion signature guarantee, which protects you against fraudulent orders. You will need a signature guarantee if: o your address of record has changed within the past 30 days o you are selling more than $100,000 worth of shares and are requesting payment by check o you are selling more than $5 million worth of shares You will need to obtain your Medallion signature guarantee from a member of the Signature Guarantee Medallion Program. Most brokers and securities dealers are members of this program. A notary public CANNOT provide a signature guarantee. -------------------------------------------------------------------------------- Seller Requirements for written requests -------------------------------------------------------------------------------- [Clip Art] Owners of individual, joint or o Letter of instruction. UGMA/UTMA accounts (custodial accounts for minors). o On the letter, the signatures of all persons authorized to sign for the account, exactly as the account is registered. o Medallion signature guarantee if applicable (see above). Owners of corporate, sole o Letter of instruction. proprietorship, general partner or association accounts. o Corporate business/organization resolution, certified within the past 12 months, or a John Hancock Funds business/ organization certification form. o On the letter and the resolution, the signature of the person(s) authorized to sign for the account. o Medallion signature guarantee if applicable (see above). Owners or trustees of retirement o Letter of instruction. plan, pension trust and trust accounts. o On the letter, the signature(s) of the trustee(s). o Copy of the trust document certified within the past 12 months or a John Hancock Funds trust certification form. o Medallion signature guarantee if applicable (see above). Joint tenancy shareholders with o Letter of instruction signed by rights of survivorship whose surviving tenant. co-tenants are deceased. o Copy of death certificate. o Medallion signature guarantee if applicable (see above). Executors of shareholder estates. o Letter of instruction signed by executor. o Copy of order appointing executor, certified within the past 12 months. o Medallion signature guarantee if applicable (see above). Administrators, conservators, o Call 1-888-972-8696 for guardians and other sellers or instructions. account types not listed above. ------------------------------------------------- Address: John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1001 Boston, MA 02217-1001 Phone Number: 1-888-972-8696 Or contact your financial representative for instructions and assistance. ------------------------------------------------- YOUR ACCOUNT 11 -------------------------------------------------------------------------------- TRANSACTION POLICIES Valuation of shares The net asset value (NAV) per share for each fund is determined each business day at the close of regular trading on the New York Stock Exchange (typically 4 P.M. Eastern Time). The funds use market prices in valuing portfolio securities, but may use fair-value estimates if reliable market prices are unavailable. The funds may also value securities at fair value if the value of these securities has been materially affected by events occurring after the close of a foreign market. The funds may trade foreign stock or other portfolio securities on U.S. holidays and weekends, even though the funds' shares will not be priced on those days. This may change a fund's NAV on days when you cannot buy or sell shares. Buy and sell prices When you buy shares, you pay the NAV. When you sell shares, you receive the NAV. Execution of requests Each fund is open on those days when the New York Stock Exchange is open, typically Monday through Friday. Buy and sell requests are executed at the next NAV to be calculated after Signature Services receives your request in good order. At times of peak activity, it may be difficult to place requests by phone. During these times, consider sending your request in writing. In unusual circumstances, any fund may temporarily suspend the processing of sell requests, or may postpone payment of proceeds for up to three business days or longer, as allowed by federal securities laws. Telephone transactions For your protection, telephone requests may be recorded in order to verify their accuracy. Also for your protection, telephone redemption transactions are not permitted on accounts whose names or addresses have changed within the past 30 days. Proceeds from telephone transactions can only be mailed to the address of record. Exchanges You may exchange Institutional Fund and Class I shares for shares of any other Institutional Fund or Class I shares. The registration for both accounts involved must be identical. To protect the interests of other investors in the fund, a fund may cancel the exchange privileges of any parties who, in the opinion of the fund, are using market timing strategies or making more than seven exchanges per owner or controlling party per calendar year. The funds reserve the right to require that previously exchanged shares and reinvested dividends be in a fund for 90 days before a shareholder is permitted a new exchange. A fund may also refuse any exchange order. A fund may change or cancel its exchange policies at any time, upon 60 days' notice to its shareholders. Certificated shares The funds no longer issue share certificates. Shares are electronically recorded. Any existing certificated shares can only be sold by returning the certificated shares to Signature Services, along with a letter of instruction or a stock power and a signature guarantee. Sales in advance of purchase payments When you place a request to sell shares for which the purchase money has not yet been collected, the request will be executed in a timely fashion, but a fund will not release the proceeds to you until your purchase payment clears. This may take up to ten business days after the purchase. -------------------------------------------------------------------------------- DIVIDENDS AND ACCOUNT POLICIES Account statements In general, you will receive account statements as follows: o after every transaction (except a dividend reinvestment) that affects your account balance o after any changes of name or address of the registered owner(s) o in all other circumstances, at least quarterly Every year you should also receive, if applicable, a Form 1099 tax information statement, mailed by January 31. Dividends The funds generally declare income dividends daily and pay them monthly. Your income dividends begin accruing the day after payment is received by a fund and continue through the day your shares are actually sold. Capital gains, if any, are distributed annually, typically after the end of a fund's fiscal year. Dividend reinvestments Dividends will be reinvested automatically in additional shares of the same fund on the dividend record date. Alternatively, you can choose to have your dividends and capital gains sent directly to your bank account or a check will be sent in the amount of more than $10. However, if the check is not deliverable or the combined dividend and capital gains amount is $10 or less, your proceeds will be reinvested. If five or more of your dividend or capital gains checks remain uncashed after 180 days, all subsequent dividends and capital gains will be reinvested. 12 YOUR ACCOUNT Taxability of dividends For investors who are not exempt from federal income taxes, dividends you receive from a fund, whether reinvested or taken as cash, are generally considered taxable. Dividends from a fund's short-term capital gains are taxable as ordinary income. Dividends from a fund's long-term capital gains are taxable at a lower rate. Whether gains are short-term or long-term depends on the fund's holding period. Some dividends paid in January may be taxable as if they had been paid the previous December. The Form 1099 that is mailed to you every January details your dividends and their federal tax category, although you should verify your tax liability with your tax professional. Taxability of transactions Any time you sell or exchange shares, it is considered a taxable event for you if you are not exempt from federal income taxes. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a gain or a loss on the transaction. You are responsible for any tax liabilities generated by your transactions. -------------------------------------------------------------------------------- BUSINESS STRUCTURE The funds' board of trustees oversees each fund's business activities and retains the services of the various firms that carry out the fund's operations. The trustees have the power to change the funds' respective investment goals without shareholder approval. Management fees The management fees paid to the investment adviser by the funds last fiscal year are as follows: -------------------------------------------------------------------------------- Fund % of net assets -------------------------------------------------------------------------------- Bond 0.50% Strategic Income 0.37% YOUR ACCOUNT 13 -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS Since Class I shares have no operational history, financial highlights are provided for the fund's Class A shares, which are offered in a separate prospectus. These tables detail the performance of each fund's share classes, including total return information showing how much an investment in the fund has increased or decreased each year. Bond Fund Figures audited by Ernst & Young LLP.
---------------------------------------------------------------------------------------------------------------------------- CLASS A SHARES -- PERIOD ENDED 12-31-96 5-31-97(1) 5-31-98 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $15.40 $14.90 $14.78 $15.25 $14.76 $13.93 Net investment income 1.09 0.44 1.05(2) 0.97(2) 0.96(2) 0.92(2) Net realized and unrealized gain (loss) on investments (0.50) (0.12) 0.47 (0.49) (0.83) 0.76 Total from investment operations 0.59 0.32 1.52 0.48 0.13 1.68 Less distributions From net investment income (1.09) (0.44) (1.05) (0.97) (0.96) (0.92) Net asset value, end of period $14.90 $14.78 $15.25 $14.76 $13.93 $14.69 Total return(3) (%) 4.11 2.22(4) 10.54 3.11 0.97 12.38 ---------------------------------------------------------------------------------------------------------------------------- Ratios and supplemental data ---------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $1,416 $1,362 $1,328 $1,279 $1,098 $1,140 Ratio of expenses to average net assets (%) 1.14 1.11(5) 1.08 1.07 1.11 1.12 Ratio of net investment income to average net assets (%) 7.32 7.38(5) 6.90 6.35 6.69 6.38 Portfolio turnover (%) 123 58 198 228 162 235
(1) Effective May 31, 1997, the fiscal year end changed from December 31 to May 31. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Not annualized. (5) Annualized. 14 FUND DETAILS Strategic Income Fund Figures audited by PricewaterhouseCoopers LLP.
CLASS A SHARES -- PERIOD ENDED 5-31-97 5-31-98 5-31-99 5-31-00 5-31-01 ---------------------------------------------------------------------------------------------------------------------- Per share operating performance ---------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $7.27 $7.54 $7.84 $7.46 $6.97 Net investment income (loss)(1) 0.64 0.64 0.59 0.59 0.57 Net realized and unrealized gain (loss) on investments 0.27 0.34 (0.38) (0.49) (0.36) Total from investment operations 0.91 0.98 0.21 0.10 0.21 Less distributions From net investment income (0.64) (0.64) (0.59) (0.59) (0.56) From net realized gain on investments sold -- (0.04) -- -- -- From capital paid-in -- -- -- -- (0.01) (0.64) (0.68) (0.59) (0.59) (0.57) Net asset value, end of period $7.54 $7.84 $7.46 $ 6.97 $6.61 Total return(2) (%) 12.99 13.43 2.77 1.37 3.15 ---------------------------------------------------------------------------------------------------------------------- Ratios and supplemental data ---------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $417 $489 $541 $511 $512 Ratio of expenses to average net assets (%) 1.00 0.92 0.89 0.91 0.93 Ratio of net investment income to average net assets (%) 8.61 8.20 7.71 8.09 8.40 Portfolio turnover (%) 132 112 55(3) 36(3) 48
(1) Based on the average of the shares outstanding at the end of each month. (2) Assumes dividend reinvestment and does not reflect the effect of sales charges. (3) Portfolio turnover rate excludes merger activity. FUND DETAILS 15 For more information -------------------------------------------------------------------------------- Two documents are available that offer further information on John Hancock income funds: Annual/Semiannual Report to Shareholders Includes financial statements, a discussion of the market conditions and investment strategies that significantly affected performance, as well as the auditors' report (in annual report only). Statement of Additional Information (SAI) The SAI contains more detailed information on all aspects of the funds. The current annual report is included in the SAI. A current SAI has been filed with the Securities and Exchange Commission and is incorporated by reference into (is legally a part of) this prospectus. To request a free copy of the current annual/semiannual report or the SAI, please contact John Hancock: By mail: John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1001 Boston, MA 02217-1001 By phone: 1-888-972-8696 By EASI-Line: 1-800-338-8080 By TDD: 1-800-544-6713 On the Internet: www.jhfunds.com Or you may view or obtain these documents from the SEC: In person: at the SEC's Public Reference Room in Washington, DC. For access to the Reference Room call 1-202-942-8090 By mail: Public Reference Section Securities and Exchange Commission Washington, DC 20549-0102 (duplicating fee required) By electronic request: publicinfo@sec.gov (duplicating fee required) On the Internet: www.sec.gov [LOGO](R) [OLYMPIC LOGO] WORLDWIDE SPONSOR John Hancock Funds, Inc. MEMBER NASD 101 Huntington Avenue Boston, MA 02199-7603 www.jhfunds.com Mutual Funds Institutional Services Private Managed Accounts Retirement Plans Insurance Services (C)2002 JOHN HANCOCK FUNDS, INC. KICPN 1/02 JOHN HANCOCK BOND FUND Class A, Class B, Class C and Class I Shares Statement of Additional Information January 1, 2002 This Statement of Additional Information provides information about John Hancock Bond Fund (the "Fund"), a diversified open-end investment company, in addition to the information that is contained in the combined Income Funds' current Prospectus (the "Prospectus") and in the Fund's current Prospectus for Class I shares (the "Prospectuses") . This Statement of Additional Information is not a prospectus. It should be read in conjunction with the Prospectus, a copy of which can be obtained free of charge by writing or telephoning: John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1000 Boston, Massachusetts 02217-1000 1-800-225-5291 TABLE OF CONTENTS Page Organization of the Fund.................................................. 2 Investment Objective and Policies......................................... 2 Investment Restrictions................................................... 14 Those Responsible for Management.......................................... 16 Investment Advisory and Other Services.................................... 21 Distribution Contracts.................................................... 23 Sales Compensation........................................................ 25 Net Asset Value........................................................... 27 Initial Sales Charge on Class A and Class C Shares........................ 27 Deferred Sales Charge on Class B and Class C Shares....................... 30 Special Redemptions....................................................... 34 Additional Services and Programs.......................................... 34 Purchases and Redemptions through Third Parties .......................... 36 Description of the Fund's Shares.......................................... 36 Tax Status................................................................ 37 Calculation of Performance................................................ 41 Brokerage Allocation...................................................... 43 Transfer Agent Services................................................... 45 Custody of Portfolio...................................................... 45 Independent Auditors...................................................... 45 Appendix A- Description of Investment Risk................................ A-1 Appendix B-Description of Bond Ratings.................................... B-1 Financial Statements...................................................... F-1 1 ORGANIZATION OF THE FUND The Fund is a diversified open-end investment management company organized as a Massachusetts business trust under the laws of The Commonwealth of Massachusetts. The Fund was organized in 1984. Prior to October 1, 1998, the Fund was called John Hancock Sovereign Bond Fund. John Hancock Advisers, Inc. (the "Adviser") is the Fund's investment adviser. The Adviser is an indirect wholly-owned subsidiary of John Hancock Life Insurance Company (formerly John Hancock Mutual Life Insurance Company) (the "Life Company"), a Massachusetts life insurance company chartered in 1862, with national headquarters at John Hancock Place, Boston, Massachusetts. The Life Company is a wholly owned by John Hancock Financial Services, Inc., a Delaware Corporation, organized in February, 2000. INVESTMENT OBJECTIVE AND POLICIES The following information supplements the discussion of the Fund's investment objective and policies discussed in the Prospectus. Appendix A contains further information describing investment risks. There is no assurance that the Fund will achieve its investment objective. The investment objective is fundamental and may only be changed with shareholder approval. The Fund's investment objective is to generate a high level of current income, consistent with prudent investment risk, through investment in a diversified portfolio of freely marketable debt securities. The Adviser seeks high current income consistent with the moderate level of risk associated with a portfolio consisting primarily of investment grade debt securities. To pursue this goal, the Fund normally invests at least 80% of the value of the Fund's Net Assets in bonds and/or debentures. With respect to the Fund's investment policy of investing at least 80% of Net Assets in bonds and/or debentures, "Net Assets" is defined as net assets plus the amount of any borrowings for investment purposes. Also, with respect to this 80% investment policy, the Fund will notify shareholders at least 60 days prior to any change in this policy. In addition, the Fund contemplates at least 75% of the value of its total assets will be in (1) debt securities that have, at the time of purchase, a rating within the four highest grades as determined by Moody's Investors Service, Inc. ("Moody's") (Aaa, Aa, A or Baa) or Standard & Poor's ("S&P") (AAA, AA, A, or BBB); (2) debt securities of banks, the U.S. Government and its agencies or instrumentalities and other issuers which, although not rated as a matter of policy by either Moody's or S&P, are considered by the Fund to have investment quality comparable to securities receiving ratings within the four highest grades; and (3) cash and cash equivalents. Under normal conditions, the Fund may not invest more than 10% of total assets in cash and/or cash equivalents (except cash segregated in relation to futures, forward and options contracts). Debt securities rated Baa or BBB are considered medium-grade obligations with speculative characteristics and adverse economic conditions or changing circumstances may weaken the issuers' capacity to pay interest and repay principal. The Fund will, when feasible, purchase debt securities which are non-callable. It is anticipated that under normal conditions, the Fund will not invest more than 25% of its total assets in U.S. dollar-denominated foreign securities (excluding U.S. dollar-denominated Canadian securities). The Fund will diversify its investments among a number of industry groups without concentration in any particular industry. The Fund's investments, and consequently its net asset value, will be subject to the market fluctuations and risks inherent in all securities. 2 The Fund may purchase corporate debt securities bearing fixed or fixed and contingent interest as well as those which carry certain equity features, such as conversion or exchange rights or warrants for the acquisition of stock of the same or a different issuer, or participations based on revenues, sales or profits. The Fund may purchase preferred stock. The Fund will not exercise any such conversion, exchange or purchase rights if, at the time, the value of all equity interests so owned would exceed 10% of the Fund's total assets taken at market value. For liquidity and flexibility, the Fund may place up to 20% of Net Assets in investment-grade short-term securities. In abnormal circumstances, such as situations where the Fund experiences large cash inflows or anticipates unusually large redemptions, and in an abnormal market, economic, political or other conditions, the Fund may temporarily invest more than 20% of Net Assets in investment-grade short-term securities, cash, and cash equivalents. The market value of debt securities which carry no equity participation usually reflects yields generally available on securities of similar quality and type. When such yields decline, the market value of a portfolio already invested at higher yields can be expected to rise if such securities are protected against early call. Similarly, when such yields increase, the market value of a portfolio already invested can be expected to decline. The Fund's portfolio may include debt securities which sell at substantial discounts from par. These securities are low coupon bonds which, during periods of high interest rates, because of their lower acquisition cost tend to sell on a yield basis approximating current interest rates. Ratings as Investment Criteria. In general, the ratings of Moody's and S&P represent the opinions of these agencies as to the quality of the securities which they rate. It should be emphasized, however, that such ratings are relative and subjective and are not absolute standards of quality. These ratings will be used by the Fund as initial criteria for the selection of portfolio securities. Among the factors which will be considered are the long-term ability of the issuer to pay principal and interest and general economic trends. Appendix B contains further information concerning the ratings of Moody's and S&P and their significance. Subsequent to its purchase by the Fund, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. Neither of these events will require the sale of the securities by the Fund Participation Interests. Participation interests, which may take the form of interests in, or assignments of certain loans, are acquired from banks who have made these loans or are members of a lending syndicate. The Fund's investments in participation interests may be subject to its 15% limitation on investments in illiquid securities. Structured Securities. The Fund may invest in structured securities including notes, bonds or debentures, the value of the principal of and/or interest on which is to be determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the "Reference") or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. The terms of the structured securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in the loss of the Fund's investment. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, the change in interest rate or the value of the security at maturity may be a multiple of the change in the value of the Reference. Consequently, structured securities entail a greater degree of market risk than other types of debt obligations. Structured securities may also be more volatile, less liquid and more difficult to accurately price than less complex fixed income investments. 3 Lower Rated High Yield Debt Obligations. The Fund may invest up to 25% of the value of its total assets in fixed income securities rated below Baa by Moody's, or below BBB by S&P, or in securities which are unrated. The Fund may invest in securities rated as low as Ca by Moody's or CC by S&P, which may indicate that the obligations are highly speculative and in default. Lower rated securities are generally referred to as junk bonds. See the Appendix attached to this Statement of Additional Information, for the distribution of securities in the various ratings categories and a description of the characteristics of the categories. The Fund is not obligated to dispose of securities whose issuers subsequently are in default or which are downgraded below the above-stated ratings. The Fund may invest in unrated securities which, in the opinion of the Adviser, offer comparable yields and risks to those securities which are rated. Debt obligations rated in the lower ratings categories, or which are unrated, involve greater volatility of price and risk of loss of principal and income. In addition, lower ratings reflect a greater possibility of an adverse change in financial condition affecting the ability of the issuer to make payments of interest and principal. The market price and liquidity of lower rated fixed income securities generally respond to short-term economic, corporate and market developments to a greater extent than do higher rated securities. In the case of lower-rated securities, these developments are perceived to have a more direct relationship to the ability of an issuer of lower rated securities to meet its ongoing debt obligations. Reduced volume and liquidity in the high yield bond market, or the reduced availability of market quotations, will make it more difficult to dispose of the bonds and value accurately the Fund's assets. The reduced availability of reliable, objective data may increase the Fund's reliance on management's judgment in valuing the high yield bonds. To the extent that the Fund invests in these securities, the achievement of the Fund's objective will depend more on the Adviser's judgment and analysis than would otherwise be the case. In addition, the Fund's investments in high yield securities may be susceptible to adverse publicity and investor perceptions, whether or not the perceptions are justified by fundamental factors. In the past, economic downturns and increases in interest rates have caused a higher incidence of default by the issuers of lower-rated securities and may do so in the future, particularly with respect to highly leveraged issuers. The market prices of zero coupon and payment-in-kind bonds are affected to a greater extent by interest rate changes, and thereby tend to be more volatile than securities that pay interest periodically and in cash. Increasing rate note securities are typically refinanced by the issuers within a short period of time. The Fund accrues income on these securities for tax and accounting purposes, which is required to be distributed to shareholders. Because no cash is received while income accrues on these securities, the Fund may be forced to liquidate other investments to make the distributions. The Fund may acquire individual securities of any maturity and is not subject to any limits as to the average maturity of its overall portfolio. The longer the Fund's average portfolio maturity, the more the value of the portfolio and the net asset value of the Fund's shares will fluctuate in response to changes in interest rates. An increase in interest rates will generally reduce the value of the Fund's portfolio securities and the Fund's shares, while a decline in interest rates will generally increase their value. Securities of Domestic and Foreign Issuers. The Fund may invest in U.S. dollar-denominated securities of foreign and United States issuers that are issued in or outside of the United States. Foreign companies may not be subject to accounting standards and government supervision comparable to U.S. companies, and there is often less publicly available information about their operations. Foreign markets generally provide less liquidity than U.S. markets (and thus potentially greater price volatility) and typically provide fewer regulatory protections for investors. Foreign securities can also be affected by political or financial instability abroad. It is anticipated that under normal conditions, the Fund will not invest more than 25% of its total assets in U.S. dollar-denominated foreign securities (excluding U.S. dollar-denominated Canadian securities). 4 Mortgage-backed and Derivative Securities. Mortgage-backed securities represent participation interests in pools of adjustable and fixed rate mortgage loans which are guaranteed by agencies or instrumentalities of the U.S. government. Unlike conventional debt obligations, mortgage-backed securities provide monthly payments derived from the monthly interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans. The mortgage loans underlying mortgage-backed securities are generally subject to a greater rate of principal prepayments in a declining interest rate environment and to a lesser rate of principal prepayments in an increasing interest rate environment. Under certain interest and prepayment scenarios, the Fund may fail to recover the full amount of its investment in mortgage-backed securities notwithstanding any direct or indirect governmental or agency guarantee. Since faster than expected prepayments must usually be invested in lower yielding securities, mortgage-backed securities are less effective than conventional bonds in "locking in" a specified interest rate. In a rising interest rate environment, a declining prepayment rate may extend the average life of many mortgage-backed securities. Extending the average life of a mortgage-backed security increases the risk of depreciation due to future increases in market interest rates. The Fund's investments in mortgage-backed securities may include conventional mortgage passthrough securities and certain classes of multiple class collateralized mortgage obligations ("CMOs"). In order to reduce the risk of prepayment for investors, CMOs are issued in multiple classes, each having different maturities, interest rates, payment schedules and allocations of principal and interest on the underlying mortgages. Senior CMO classes will typically have priority over residual CMO classes as to the receipt of principal and/or interest payments on the underlying mortgages. The CMO classes in which the Fund may invest include but are not limited to sequential and parallel pay CMOs, including planned amortization class ("PAC") and target amortization class ("TAC") securities. Different types of mortgage-backed securities are subject to different combinations of prepayment, extension, interest rate and/or other market risks. Conventional mortgage passthrough securities and sequential pay CMOs are subject to all of these risks, but are typically not leveraged. PACs, TACs and other senior classes of sequential and parallel pay CMOs involve less exposure to prepayment, extension and interest rate risk than other mortgage-backed securities, provided that prepayment rates remain within expected prepayment ranges or "collars." Repurchase Agreements. In a repurchase agreement the Fund would buys a security for a relatively short period (usually not more than 7 days) subject to the obligation to sell it back to the issuer at a fixed time and price plus accrued interest. The Fund will enter into repurchase agreements only with member banks of the Federal Reserve System and with "primary dealers" in U.S. Government securities. The Adviser will continuously monitor the creditworthiness of the parties with whom the Fund enters into repurchase agreements. The Fund has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Fund's custodian either physically or in book-entry form and that the collateral must be marked to market daily to ensure that each repurchase agreement is fully collateralized at all times. In the event of bankruptcy or other default by a seller of a repurchase agreement, the Fund could experience delays in liquidating the underlying securities during the period in which the Fund seeks to enforce its rights thereto, possible subnormal levels of income decline in value of the underlying securities or lack of access to income during this period as well as the expense of enforcing its rights. 5 Reverse Repurchase Agreements. The Fund may also enter into reverse purchase agreements which involve the sale of U.S. Government securities held in its portfolio to a bank with an agreement that the Fund will buy back the securities at a fixed future date at a fixed price plus an agreed amount of "interest" which may be reflected in the repurchase price. Reverse repurchase agreements are considered to be borrowings by the Fund. Reverse repurchase agreements involve the risk that the market value of securities purchased by the Fund with proceeds of the transaction may decline below the repurchase price of the securities sold by the Fund which it is obligated to repurchase. The Fund will also continue to be subject to the risk of a decline in the market value of the securities sold under the agreements because it will reacquire those securities upon effecting their repurchase. To minimize various risks associated with reverse repurchase agreements, the Fund will establish and maintain a separate account consisting of liquid securities, of any type or maturity, in an amount at least equal to the repurchase prices of the securities (plus any accrued interest thereon) under such agreements. In addition, the Fund will not enter into reverse repurchase agreements or borrow money, except from banks as a temporary measure for extraordinary emergency purposes in amounts not to exceed 33 1/3% of the Fund's total assets (including the amount borrowed) taken at market value. The Fund will not use leverage to attempt to increase income. The Fund will not purchase securities while outstanding borrowings exceed 5% of the Fund's total assets. The Fund will enter into reverse repurchase agreements only with federally insured banks which are approved in advance as being creditworthy by the Trustees. Under the procedures established by the of Trustees, the Adviser will monitor the creditworthiness of the banks involved. Restricted Securities. The Fund may purchase securities that are not registered ("restricted securities") under the Securities Act of the 1933 Act ("1933 Act"), including commercial paper issued in reliance on Section 4(2) of the 1933 Act. The Fund will not invest more than 15% limit on illiquid investments. If the Trustees determine, based upon a continuing review of the trading markets for specific Section 4(2) paper or Rule 144A securities, that they are liquid, they will not be subject to the 15% limit in illiquid investments. The Trustees may adopt guidelines and delegate to the Adviser the daily function of determining the monitoring and liquidity of restricted investments. The Trustees, however, will retain sufficient oversight and be ultimately responsible for the determinations. The Trustees will carefully monitor the Fund's liquidity and availability of information. This investment practice could have the effect of increasing the level of liquidity in the Fund if qualified institutional buyers become for a time uninterested in purchasing these restricted securities. Options on Securities and Securities Indices. The Fund may purchase and write (sell) call and put options on any securities in which it may invest or on any securities index based on securities in which it may invest. These options may be listed on national domestic securities exchanges or traded in the over-the-counter market. The Fund may write covered put and call options and purchase put and call options to enhance total return, as a substitute for the purchase or sale of securities, or to protect against declines in the value of portfolio securities and against increases in the cost of securities to be acquired. Writing Covered Options. A call option on securities written by the Fund obligates the Fund to sell specified securities to the holder of the option at a specified price if the option is exercised at any time before the expiration date. A put option on securities written by a Fund obligates the Fund to purchase specified securities from the option holder at a specified price if the option is exercised at any time before the expiration date. Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash settlement payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security. Writing covered call options may deprive the Fund of the opportunity to profit from an increase in the market price of the securities in its portfolio. Writing covered put options may deprive the Fund of the opportunity to profit from a decrease in the market price of the securities to be acquired for its portfolio. 6 All call and put options written by the Funds are covered. A written call option or put option may be covered by (i) maintaining cash or liquid securities in a segregated account with a value at least equal to the Fund's obligation under the option, (ii) entering into an offsetting forward commitment and/or (iii) purchasing an offsetting option or any other option which, by virtue of its exercise price or otherwise, reduces the Fund's net exposure on its written option position. A written call option on securities is typically covered by maintaining the securities that are subject to the option in a segregated account. The Fund may cover call options on a securities index by owning securities whose price changes are expected to be similar to those of the underlying index. The Fund may terminate its obligations under an exchange traded call or put option by purchasing an option identical to the one it has written. Obligations under over-the-counter options may be terminated only by entering into an offsetting transaction with the counterparty to such option. Such purchases are referred to as "closing purchase transactions." Purchasing Options. The Fund would normally purchase call options in anticipation of an increase, or put options in anticipation of a decrease ("protective puts") in the market value of securities of the type in which it may invest. The Fund may also sell call and put options to close out its purchased options. The purchase of a call option would entitle the Fund, in return for the premium paid, to purchase specified securities at a specified price during the option period. The Fund would ordinarily realize a gain on the purchase of a call option if, during the option period, the value of such securities exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise the Fund would realize either no gain or a loss on the purchase of the call option. The purchase of a put option would entitle the Fund, in exchange for the premium paid, to sell specified securities at a specified price during the option period. The purchase of protective puts is designed to offset or hedge against a decline in the market value of the Fund's portfolio securities. Put options may also be purchased by the Fund for the purpose of affirmatively benefiting from a decline in the price of securities which it does not own. The Fund would ordinarily realize a gain if, during the option period, the value of the underlying securities decreased below the exercise price sufficiently to cover the premium and transaction costs; otherwise the Fund would realize either no gain or a loss on the purchase of the put option. Gains and losses on the purchase of put options may be offset by countervailing changes in the value of the Fund's portfolio securities. The Fund's options transactions will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded. These limitations govern the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of options which the Fund may write or purchase may be affected by options written or purchased by other investment advisory clients of the Adviser. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of these limits, and it may impose certain other sanctions. Risks Associated with Options Transactions. There is no assurance that a liquid secondary market on a domestic or foreign options exchange will exist for any particular exchange-traded option or at any particular time. If the Fund is unable to effect a closing purchase transaction with respect to covered options it has written, the Fund will not be able to sell the underlying securities or 7 dispose of assets held in a segregated account until the options expire or are exercised. Similarly, if the Fund is unable to effect a closing sale transaction with respect to options it has purchased, it would have to exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options). If trading were discontinued, the secondary market on that exchange (or in that class or series of options) would cease to exist. However, outstanding options on that exchange that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. The Fund's ability to terminate over-the-counter options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. The Adviser will determine the liquidity of each over-the-counter option in accordance with guidelines adopted by the Trustees. The writing and purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The successful use of options depends in part on the Adviser's ability to predict future price fluctuations and, for hedging transactions, the degree of correlation between the options and securities markets. Futures Contracts and Options on Futures Contracts. To seek to increase total return or hedge against changes in interest rates or securities prices, the Fund may purchase and sell futures contracts, and purchase and write call and put options on these futures contracts. The Fund may also enter into closing purchase and sale transactions with respect to any of these contracts and options. The futures contracts may be based on various securities (such as U.S. Government securities), securities indices and any other financial instruments and indices. All futures contracts entered into by the Fund are traded on U.S. exchanges or boards of trade that are licensed, regulated or approved by the Commodity Futures Trading Commission ("CFTC"). Futures Contracts. A futures contract may generally be described as an agreement between two parties to buy and sell particular financial instruments for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract). Positions taken in the futures markets are not normally held to maturity but are instead liquidated through offsetting transactions which may result in a profit or a loss. While futures contracts on securities will usually be liquidated in this manner, the Fund may instead make, or take, delivery of the underlying securities whenever it appears economically advantageous to do so. A clearing corporation associated with the exchange on which futures contracts are traded guarantees that, if still open, the sale or purchase will be performed on the settlement date. 8 Hedging and Other Strategies. Hedging is an attempt to establish with more certainty than would otherwise be possible the effective price or rate of return on portfolio securities or securities that the Fund proposes to acquire. When securities prices are falling, the Fund can seek to offset a decline in the value of its current portfolio securities through the sale of futures contracts. When securities prices are rising, the Fund, through the purchase of futures contracts, can attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases. The Fund may, for example, take a "short" position in the futures market by selling futures contracts in an attempt to hedge against an anticipated decline in market prices that would adversely affect the value of the Fund's portfolio securities. Such futures contracts may include contracts for the future delivery of securities held by the Fund or securities with characteristics similar to those of the Fund's portfolio securities. If, in the opinion of the Adviser, there is a sufficient degree of correlation between price trends for the Fund's portfolio securities and futures contracts based on other financial instruments, securities indices or other indices, the Fund may also enter into such futures contracts as part of its hedging strategy. Although under some circumstances prices of securities in the Fund's portfolio may be more or less volatile than prices of such futures contracts, the Adviser will attempt to estimate the extent of this volatility difference based on historical patterns and compensate for any differential by having the Fund enter into a greater or lesser number of futures contracts or by attempting to achieve only a partial hedge against price changes affecting the Fund's portfolio securities. When a short hedging position is successful, any depreciation in the value of portfolio securities will be substantially offset by appreciation in the value of the futures position. On the other hand, any unanticipated appreciation in the value of the Fund's portfolio securities would be substantially offset by a decline in the value of the futures position. On other occasions, the Fund may take a "long" position by purchasing futures contracts. This would be done, for example, when the Fund anticipates the subsequent purchase of particular securities when it has the necessary cash, but expects the prices then available in the applicable market to be less favorable than prices that are currently available. The Fund may also purchase futures contracts as a substitute for transactions in securities, to alter the investment characteristics of portfolio securities or to gain or increase its exposure to a particular securities market. Options on Futures Contracts. The Fund may purchase and write options on futures for the same purposes as its transactions in futures contracts. The purchase of put and call options on futures contracts will give the Fund the right (but not the obligation) for a specified price to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, the Fund obtains the benefit of the futures position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs. The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of the Fund's assets. By writing a call option, the Fund becomes obligated, in exchange for the premium (upon exercise of the option) to sell a futures contract if the option is exercised, which may have a value higher than the exercise price. Conversely, the writing of a put option on a futures contract generates a premium which may partially offset an increase in the price of securities that the Fund intends to purchase. However, the Fund becomes obligated (upon exercise of the option) to purchase a futures contract if the option is exercised, which may have a value lower than the exercise price. The loss incurred by the Fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. 9 The holder or writer of an option on a futures contract may terminate its position by selling or purchasing an offsetting option of the same series. There is no guarantee that such closing transactions can be effected. The Fund's ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid market. Other Considerations. The Fund will engage in futures and related options transactions either for bona fide hedging purposes or to seek to increase total return as permitted by the CFTC. To the extent that the Fund is using futures and related options for hedging purposes, futures contracts will be sold to protect against a decline in the price of securities that the Fund owns or futures contracts will be purchased to protect the Fund against an increase in the price of securities it intends to purchase. The Fund will determine that the price fluctuations in the futures contracts and options on futures used for hedging purposes are substantially related to price fluctuations in securities held by the Fund or securities or instruments which it expects to purchase. As evidence of its hedging intent, the Fund expects that on 75% or more of the occasions on which it takes a long futures or option position (involving the purchase of futures contracts), the Fund will have purchased, or will be in the process of purchasing, equivalent amounts of related securities in the cash market at the time when the futures or option position is closed out. However, in particular cases, when it is economically advantageous for the Fund to do so, a long futures position may be terminated or an option may expire without the corresponding purchase of securities or other assets. To the extent that the Fund engages in nonhedging transactions in futures contracts and options on futures, the aggregate initial margin and premiums required to establish these nonhedging positions will not exceed 5% of the net asset value of the Fund's portfolio, after taking into account unrealized profits and losses on any such positions and excluding the amount by which such options were in-the-money at the time of purchase. Transactions in futures contracts and options on futures involve brokerage costs, require margin deposits and, in the case of contracts and options obligating the Fund to purchase securities, require the Fund to establish a segregated account consisting of cash or liquid securities in an amount equal to the underlying value of such contracts and options. While transactions in futures contracts and options on futures may reduce certain risks, these transactions themselves entail certain other risks. For example, unanticipated changes in interest rates or securities prices may result in a poorer overall performance for the Fund than if it had not entered into any futures contracts or options transactions. Perfect correlation between the Fund's futures positions and portfolio positions will be impossible to achieve. In the event of an imperfect correlation between a futures position and a portfolio position which is intended to be protected, the desired protection may not be obtained and the Fund may be exposed to risk of loss. Some futures contracts or options on futures may become illiquid under adverse market conditions. In addition, during periods of market volatility, a commodity exchange may suspend or limit trading in a futures contract or related option, which may make the instrument temporarily illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract or related option can vary from the previous day's settlement price. Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent the Fund from closing out positions and limiting its losses. Forward Commitment and When-Issued Securities. The Fund may purchase securities on a when-issued or forward commitment basis. "When-issued" refers to securities whose terms are available and for which a market exists, but which have not been issued. The Fund will engage in when-issued transactions with respect to 10 securities purchased for its portfolio in order to obtain what is considered to be an advantageous price and yield at the time of the transaction. For when-issued transactions, no payment is made until delivery is due, often a month or more after the purchase. In a forward commitment transaction, the Fund contracts to purchase securities for a fixed price at a future date beyond customary settlement time. When the Fund engages in forward commitment and when-issued transactions, it relies on the seller to consummate the transaction. The failure of the issuer or seller to consummate the transaction may result in the Fund's losing the opportunity to obtain a price and yield considered to be advantageous. The purchase of securities on a when- issued or forward commitment basis also involves a risk of loss if the value of the security to be purchased declines prior to the settlement date. On the date the Fund enters into an agreement to purchase securities on a when-issued or forward commitment basis, the Fund will segregate in a separate account cash or liquid securities, of any type or maturity, equal in value to the Fund's commitment. These assets will be valued daily at market, and additional cash or securities will be segregated in a separate account to the extent that the total value of the assets in the account declines below the amount of the when-issued commitments. Alternatively, the Fund may enter into offsetting contracts for the forward sale of other securities that it owns. Mortgage "Dollar Roll" Transactions. The Fund may enter into mortgage "dollar roll" transactions with selected banks and broker-dealers pursuant to which the Fund sells mortgage-backed securities and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. The Fund will only enter into covered rolls. A "covered roll" is a specific type of dollar roll for which there is an offsetting cash position or a cash equivalent security position which matures on or before the forward settlement date of the dollar roll transaction. Covered rolls are not treated as a borrowing or other senior security and will be excluded from the calculation of the Fund's borrowings and other senior securities. For financial reporting and tax purposes, the Fund treats mortgage dollar rolls as two separate transactions; one involving the purchase of a security and a separate transaction involving a sale. Asset-Backed Securities. The Fund may invest a portion of its assets in asset-backed securities. Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, the Fund's ability to maintain positions in these securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. Credit card receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set-off certain amounts owed on the credit cards, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than residential real property. Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the asset- backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles. Therefore, there is the possibility that, in some cases, recoveries on repossessed collateral may not be available to support payments on these securities. 11 Swaps, Caps, Floors and Collars. As one way of managing its exposure to different types of investments, the Fund may enter into interest rate swaps, currency swaps, and other types of swap agreements such as caps, collars and floors. In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a "notional principal amount," in return for payments equal to a fixed rate times the same amount, for a specified period of time. If a swap agreement provides for payment in different currencies, the parties might agree to exchange the notional principal amount as well. Swaps may also depend on other prices or rates, such as the value of an index or mortgage prepayment rates. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor. Swap agreements will tend to shift the Fund's investment exposure from one type of investment to another. For example, if the Fund agreed to exchange payments in dollars for payments in a foreign currency, the swap agreement would tend to decrease the Fund's exposure to U.S. interest rates and increase its exposure to foreign currency and interest rates. Caps and floors have an effect similar to buying or writing options. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Fund's investments and its share price and yield. Swap agreements are sophisticated hedging instruments that typically involve a small investment of cash relative to the magnitude of risks assumed. As a result, swaps can be highly volatile and may have a considerable impact on the Fund's performance. Swap agreements are subject to risks related to the counterparty's ability to perform, and may decline in value if the counterparty's creditworthiness deteriorates. The Fund may also suffer losses if it is unable to terminate outstanding swap agreements or reduce its exposure through offsetting transactions. The Fund will maintain in a segregated account with its custodian, cash or liquid, high grade debt securities equal to the net amount, if any, of the excess of the Fund's obligations over its entitlements with respect to swap, cap, collar or floor transactions. Pay-In-Kind, Delayed and Zero Coupon Bonds. The Fund may invest in pay-in- kind, delayed and zero coupon bonds. These are securities issued at a discount from their face value because interest payments are typically postponed until maturity. The amount of the discount rate varies depending on factors including the time remaining until maturity, prevailing interest rates, the security's liquidity and the issuer's credit quality. These securities also may take the form of debt securities that have been stripped of their interest payments. A portion of the discount with respect to stripped tax-exempt securities or their coupons may be taxable. The market prices in pay-in-kind, delayed and zero coupon bonds generally are more volatile than the market prices of interest-bearing securities and are likely to respond to a greater degree to changes in interest rates than interest-bearing securities having similar maturities and credit quality. The Fund's investments in pay-in-kind, delayed and zero coupon bonds may require the Fund to sell certain of its portfolio securities to generate sufficient cash to satisfy certain income distribution requirements. See "TAX STATUS." Brady Bonds. The Fund may invest in Brady Bonds and other sovereign debt securities of countries that have restructured or are in the process of restructuring sovereign debt pursuant to the Brady Plan. Brady Bonds are debt securities described as part of a restructuring plan created by U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external indebtedness (generally, commercial bank debt). In restructuring its external debt under the Brady Plan framework, a debtor nation negotiates with its existing bank lenders as well as multilateral 12 institutions such as the World Bank and the International Monetary Fund (the "IMF"). The Brady Plan facilitates the exchange of commercial bank debt for newly issued bonds (known as Brady Bonds). The World Bank and the IMF provide funds pursuant to loan agreements or other arrangements which enable the debtor nation to collateralize the new Brady Bonds or to repurchase outstanding bank debt at a discount. Under these arrangements the IMF debtor nations are required to implement domestic monetary and fiscal reforms. These reforms have included the liberalization of trade and foreign investment, the privatization of state-owned enterprises and the setting of targets for public spending and borrowing. These policies and programs seek to promote the debtor country's ability to service its external obligations and promote its economic growth and development. The Brady Plan only sets forth general guiding principles for economic reform and debt reduction, emphasizing that solutions must be negotiated on a case-by-case basis between debtor nations and their creditors. The Adviser believes that economic reforms undertaken by countries in connection with the issuance of Brady Bonds make the debt of countries which have issued or have announced plans to issue Brady Bonds an attractive opportunity for investment. Brady Bonds may involve a high degree of risk, may be in default or present the risk of default. Agreements implemented under the Brady Plan to date are designed to achieve debt and debt-service reduction through specific options negotiated by a debtor nation with its creditors. As a result, the financial packages offered by each country differ. The types of options have included the exchange of outstanding commercial bank debt for bonds issued at 100% of face value of such debt, bonds issued at a discount of face value of such debt, bonds bearing an interest rate which increases over time and bonds issued in exchange for the advancement of new money by existing lenders. Certain Brady Bonds have been collateralized as to principal due at maturity by U.S. Treasury zero coupon bonds with a maturity equal to the final maturity of such Brady Bonds, although the collateral is not available to investors until the final maturity of the Brady Bonds. Collateral purchases are financed by the IMF, the World Bank and the debtor nations' reserves. In addition, the first two or three interest payments on certain types of Brady Bonds may be collateralized by cash or securities agreed upon by creditors. Although Brady Bonds may be collateralized by U.S. Government securities, repayment of principal and interest is not guaranteed by the U.S. Government. Lending of Securities. The Fund may lend portfolio securities to brokers, dealers, and financial institutions if the loan is collateralized by cash or U.S. Government securities according to applicable regulatory requirements. The Fund may reinvest any cash collateral in short-term securities and money market funds. When the Fund lends portfolio securities, there is a risk that the borrower may fail to return the securities involved in the transaction. As a result, the Fund may incur a loss or, in the event of the borrower's bankruptcy, the Fund may be delayed in or prevented from liquidating the collateral. It is a fundamental policy of the Fund not to lend portfolio securities having a total value exceeding 33 1/3% of its total assets. Rights and Warrants. The Fund may purchase warrants and rights which are securities permitting, but not obligating, their holder to purchase the underlying securities at a predetermined price, subject to the Fund's Investment Restrictions. Generally, warrants and stock purchase rights do not carry with them the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of the issuer. As a result, an investment in warrants and rights may be considered to entail greater investment risk than certain other types of investments. In addition, the value of warrants and rights does not necessarily change with the value of the underlying securities, and they cease to have value if they are not exercised on or prior to their expiration date. Investment in warrants and rights increases the potential profit or loss to be realized from the investment of a given amount of the Fund's assets as compared with investing the same amount in the underlying stock. 13 Short-Term Trading and Portfolio Turnover. Short-term trading means the purchase and subsequent sale of a security after it has been held for a relatively brief period of time. The Fund may engage in short-term trading in response to stock market conditions, changes in interest rates or other economic trends and developments, or to take advantage of yield disparities between various fixed income securities in order to realize capital gains or improve income. Short term trading may have the effect of increasing portfolio turnover rate. A high rate of portfolio turnover (100% or greater) involves correspondingly greater brokerage expenses. The Fund's portfolio turnover rate is set forth in the table under the caption "Financial Highlights" in the Prospectus. The Fund intends to use short-term trading of securities as a means of managing its portfolio to achieve its investment objective. The Fund, in reaching a decision to sell one security and purchase another security at approximately the same time, will take into account a number of factors, including the quality ratings, interest rates, yields, maturity dates, call prices, and refunding and sinking fund provisions of the securities under consideration, as well as historical yield spreads and current economic information. The success of short-term trading will depend upon the ability of the Fund to evaluate particular securities, to anticipate relevant market factors, including trends of interest rates and earnings and variations from such trends, to obtain relevant information, to evaluate it promptly, and to take advantage of its evaluations by completing transactions on a favorable basis. It is expected that the expenses involved in short-term trading, which would not be incurred by an investment company which does not use this portfolio technique, will be significantly less than the profits and other benefits which will accrue to shareholders. The portfolio turnover rate will depend on a number of factors, including the fact that the Fund intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the Fund intends to limit its short-term trading so that less than 30% of the Fund's gross annual income (including all dividend and interest income and gross realized capital gains, both short and long-term, without being offset for realized capital losses) will be derived from gross realized gains on the sale or other disposition of securities held for less than three months. This limitation, which must be met by all mutual funds in order to obtain such Federal tax treatment, at certain times may prevent the Fund from realizing capital gains on some securities held for less than three months. INVESTMENT RESTRICTIONS Fundamental Investment Restrictions. The following investment restrictions will not be changed without approval of a majority of the Fund's outstanding voting securities which, as used in the Prospectus and this Statement of Additional Information, means approval by the lesser of (1) the holders of 67% or more of the Fund's shares represented at a meeting if more than 50% of the Fund's outstanding shares are present in person or by proxy at that meeting or (2) more than 50% of the Fund's outstanding shares. The Fund may not: (1) Issue senior securities, except as permitted by paragraphs (2), (6) and (7) below. For purposes of this restriction, the issuance of shares of beneficial interest in multiple classes or series, the purchase or sale of options, futures contracts and options on futures contracts, forward commitments, forward foreign exchange contracts and repurchase agreements entered into in accordance with the Fund's investment policy, and the pledge, mortgage or hypothecation of the Fund's assets within the meaning of paragraph (3) below are not deemed to be senior securities. 14 (2) Borrow money, except from banks as a temporary measure for extraordinary emergency purposes in amounts not to exceed 33 1/3% of the Fund's total assets (including the amount borrowed) taken at market value. The Fund will not use leverage to attempt to increase income. The Fund will not purchase securities while outstanding borrowings exceed 5% of the Fund's total assets. (3) Pledge, mortgage, or hypothecate its assets, except to secure indebtedness permitted by paragraph (2) above and then only if such pledging, mortgaging or hypothecating does not exceed 33 1/3% of the Fund's total assets taken at market value. (4) Act as an underwriter, except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter for purposes of the 1933 Act. (5) Purchase or sell real estate or any interest therein, except that the Fund may invest in securities of corporate or governmental entities secured by real estate or marketable interests therein or issued by companies that invest in real estate or interests therein. (6) Make loans, except that the Fund (1) may lend portfolio securities in accordance with the Fund's investment policies up to 33 1/3% of the Fund's total assets taken at market value, (2) enter into repurchase agreements, and (3) purchase all or a portion of an issue of publicly distributed debt securities, bank loan participation interests, bank certificates of deposit, bankers' acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities. (7) Invest in commodities or commodity contracts or in puts, calls, or combinations of both, except interest rate futures contracts, options on securities, securities indices, currency and other financial instruments and options on such futures contracts, forward foreign currency exchange contracts, forward commitments, securities index put or call warrants and repurchase agreements entered into in accordance with the Fund's investment policies. (8) Purchase the securities of issuers conducting their principal 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. (9) Purchase securities of an issuer, (other than the U.S. Government, its agencies or instrumentalities) if (a) Such purchase would cause more than 5% of the Fund's total assets taken at market value to be invested in the securities of such issuer, or (b) Such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the Fund. In connection with the lending of portfolio securities under item (6) above, such loans must at all times be fully collateralized by cash or securities of the U.S. Government or its agencies or instrumentalities and the Fund's custodian must take possession of the collateral either physically or in book entry form. Any cash collateral will consist of short-term high quality debt instruments. Securities used as collateral must be marked to market daily. 15 Non-fundamental Investment Restrictions. The following investment restrictions are designated as non-fundamental and may be changed by the Trustees without shareholder approval: The Fund may not: (a) Participate on a joint or joint-and-several basis in any securities trading account. The "bunching" of orders for the sale or purchase of marketable portfolio securities with other accounts under the management of the Adviser to save commissions or to average prices among them is not deemed to result in a securities trading account. (b) Purchase securities on margin or make short sales, except margin deposits in connection with transactions in options, futures contracts, options on futures contracts and other arbitrage transactions or unless by virtue of its ownership of other securities, the Fund has the right to obtain securities equivalent in kind and amount to the securities sold and, if the right is conditional, the sale is made upon the same conditions, except that the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities and in connection with transactions involving forward foreign currency exchange transactions. (c) Invest for the purpose of exercising control over or management of any company. (d) Invest more than 15% of its net assets in illiquid securities. (e) Purchase a security if, as a result, (i) more than 10% of the Fund's total assets would be invested in the securities of other investment companies, (ii) the Fund would hold more than 3% of the total outstanding voting securities of any one investment company, or (iii) more than 5% of the Fund's total assets would be invested in the securities of any one investment company. These limitations do not apply to (a) the investment of cash collateral, received by the Fund in connection with lending the Fund's portfolio securities, in the securities of open-end investment companies or (b) the purchase of shares of any investment company in connection with a merger, consolidation, reorganization or purchase of substantially all of the assets of another investment company. Subject to the above percentage limitations, the Fund may, in connection with the John Hancock Group of Funds Deferred Compensation Plan for Independent Trustees/Directors, purchase securities of other investment companies within the John Hancock Group of Funds. If a percentage restriction on investment or utilization of assets as set forth above is adhered to at the time an investment is made, a later change in percentage resulting from changes in the value of the Fund's assets will not be considered a violation of the restriction. The Funds will invest only in countries on the Adviser's Approved Country Listing. The Approved Country Listing is a list maintained by the Adviser's investment department that outlines all countries, including the United States, that have been approved for investment by Funds managed by the Adviser. In addition, no Fund may invest either directly or indirectly in any Russian equity. Only certain funds can invest in certain types of Russian debt. These funds are: Active Bond, Income, Investors, High Income, Bond, High Yield Bond, Strategic Income, VA Strategic Income, VA Bond, and VA High Yield Bond. Each of these funds may invest only up to 5% of total assets in: (1) Sovereign Russian Debt and Municipal Fixed Income Securities; (2) that are NOT ruble- denominated; (3) that are held physically outside of Russia; and (4) have Euroclear settlement. 16 THOSE RESPONSIBLE FOR MANAGEMENT The business of the Fund is managed by its Trustees of the Trust, who elect officers who are responsible for the day-to-day operations of the Fund and who execute policies formulated by the Trustees. Several of the officers and Trustees of the Fund are also Officers and Directors of the Adviser or Officers and Directors of the Fund's principal distributor, John Hancock Funds, Inc. ("John Hancock Funds").
Positions Held Principal Occupation(s) Name and Address With the Company During the Past Five Years ---------------- ---------------- -------------------------- Maureen R. Ford * Trustee, Chairman, President, Broker/Dealer 101 Huntington Avenue President and Chief Distributor, John Hancock Life Boston, MA 02199 Executive Officer Insurance Company; Chairman, March 1950 (1,2) Director, President and Chief Executive Officer, the Adviser and The Berkeley Group; Chairman, Director and Chief Executive Officer, John Hancock Funds; Chairman, Director and President, Insurance Agency, Inc.; Chairman, Director and Chief Executive Officer, Sovereign Asset Management Corporation (SAMCorp.); Senior Vice President, MassMutual Insurance Co. (until 1999); Senior Vice President, Connecticut Mutual Insurance Co. (until 1996). John M. DeCiccio* Trustee Executive Vice President and Chief John Hancock Place Investment Officer John Hancock P.O. Box 111 Financial Services, Inc.; Director, Boston, MA 02117 Executive Vice President and Chief July 1948 Investment Officer, John Hancock Life Insurance Company; Chairman of the Committee of Finance of John Hancock Life Insurance Company; Director, John Hancock Subsidiaries, Inc., Hancock Natural Resource Group, Independence Investment LLC, Independence Fixed Income LLC, The Berkeley Group, the Adviser, John Hancock Funds, Massachusetts Business Development Corporation; Director, Insurance Agency Inc. (until 1999) and John Hancock Signature Services, Inc. (until 1997). Dennis S. Aronowitz Trustee Professor of Law, Emeritus, Boston 101 Huntington Avenue University School of Law (as of Boston, MA 02199 1996); Director, Brookline Bancorp. June 1931 Richard P. Chapman, Jr. Trustee (1) Chairman, President, and Chief 101 Huntington Avenue Executive Officer, Brookline Boston, MA 02199 Bancorp. (lending); Trustee, February 1935 Northeastern University (education); Director, Depositors Insurance Fund, Inc. (insurance). ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. 17 Positions Held Principal Occupation(s) Name and Address With the Company During the Past Five Years ---------------- ---------------- -------------------------- William J. Cosgrove Trustee Vice President, Senior Banker and 101 Huntington Avenue Senior Credit Officer, Citibank, Boston, MA 02199 N.A. (retired September 1991); January 1933 Executive Vice President, Citadel Group Representatives, Inc.; Trustee, the Hudson City Savings Bank (since 1995). Richard A. Farrell Trustee President of Farrell, Healer & Co., 101 Huntington Avenue (venture capital management firm) Boston, MA 02199 (since 1980); Prior to 1980, headed November 1932 the venture capital group at Bank of Boston Corporation. Gail D. Fosler Trustee Senior Vice President and Chief 101 Huntington Avenue Economist, The Conference Board Boston, MA 02199 (non-profit economic and business December 1947 research); Director, Unisys Corp.; Director H.B. Fuller Company; and DBS Holdings (Singapore) (Banking and Financial Services); Director, National Bureau of Economic Research (academic). William F. Glavin Trustee President Emeritus, Babson College 101 Huntington Avenue (as of 1997); Vice Chairman, Xerox Boston, MA 02199 Corporation (until June 1989); March 1932 Director, Reebok, Inc. (since 1994) and Inco Ltd. Dr. John A. Moore Trustee President and Chief Executive 101 Huntington Avenue Officer, Institute for Evaluating Boston, MA 02199 Health Risks, (nonprofit February 1939 institution) (since September 1989). Patti McGill Peterson Trustee Executive Director, Council for 101 Huntington Avenue International Exchange of Scholars Boston, MA 02199 (since January 1998), Vice May 1943 President, Institute of International Education (since January 1998); Senior Fellow, Cornell Institute of Public Affairs, Cornell University (until December 1997); President Emerita of Wells College and St. Lawrence University; Director, Niagara Mohawk Power Corporation (electric utility). John W. Pratt Trustee Professor of Business 101 Huntington Avenue Administration Emeritus, Harvard Boston, MA 02199 University Graduate School of September 1931 Business Administration (as of June 1998). ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. 18 Positions Held Principal Occupation(s) Name and Address With the Company During the Past Five Years ---------------- ---------------- -------------------------- William L. Braman Executive Vice Executive Vice President and Chief 101 Huntington Avenue President and Chief Investment Officer, the Adviser and Boston, MA 02199 Investment Officer (2) each of the John Hancock Funds; December 1953 Executive Vice President and Chief Investment Officer, Barring Asset Management, London UK (until May 2000). Richard A. Brown Senior Vice President Senior Vice President and Chief 101 Huntington Avenue and Chief Financial Financial Officer of the Adviser, Boston, MA 02199 Officer (2) John Hancock Funds, and The April 1949 Berkeley Group; Second Vice President and Senior Associate Controller, Corporate Tax Department, John Hancock Financial Services, Inc. (until January 2001). Susan S. Newton Senior Vice Senior Vice President and Chief 101 Huntington Avenue President, Secretary Legal Officer the Adviser; John Boston, MA 02199 and Chief Legal Hancock Funds; Vice President March 1950 Officer Signature Services (until May 2000), The Berkeley Group, NM Capital and SAMCorp. William H. King Vice President and Vice President and Treasurer, the 101 Huntington Avenue Treasurer Adviser. Boston, MA 02199 July 1952 Thomas H. Connors Vice President and Vice President and Compliance 101 Huntington Avenue Compliance Officer Officer, the Adviser; Vice Boston, MA 02199 President, John Hancock Funds. September 1959 ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser.
19 The following table provides information regarding the compensation paid by the Fund and the other investment companies in the John Hancock Fund Complex to the Independent Trustees for their services. Ms. Ford and Mr. DeCiccio, each a non-Independent Trustee, and each of the officers of the Fund are interested persons of the Adviser, are compensated by the Adviser and/or its affiliates and receive no compensation from the Fund for their services. Aggregate Total Compensation From Compensation the Fund and John Hancock Fund Independent Trustees From the Fund(1) Complex to Trustees(2) -------------------- ---------------- ----------------------------- Dennis S. Aronowitz $ 8,551 $ 75,000 Richard P. Chapman, Jr.* 8,973 78,000 William J. Cosgrove* 8,141 72,000 Leland O. Erdahl+ 3,216 72,100 Richard A. Farrell 8,385 75,000 Gail D. Fosler 8,307 68,000 William F. Glavin* 7,689 64,000 Dr. John A. Moore* 8,319 72,100 Patti McGill Peterson 7,849 70,350 John W. Pratt 8,141 72,000 ---------- ------ Total $77,571 $718,550 (1) Compensation is for the fiscal year ended May 31, 2001. (2) Total compensation paid by the John Hancock Funds Complex to the Independent Trustees is as of December 31, 2000. As of this date, there were sixty-nine funds in the John Hancock Fund Complex, with each of these Independent Trustees serving on thirty-one funds. +As of February 28, 2001, Mr. Erdahl resigned as Trustee of the Complex. * As of December 31, 2000, the value of the aggregate accrued deferred compensation amount from all funds in the John Hancock Funds Complex for Mr. Chapman was $85,948, Mr. Cosgrove was $218,258, Mr. Glavin was $317,363 and for Dr. Moore was $263,160 under the John Hancock Group of Funds Deferred Compensation Plan for Independent Trustees. All of the officers listed are officers or employees of the Adviser or affiliated companies. Some of the Trustees and officers may also be officers and/or directors and/or Trustees of one or more of the other funds for which the Adviser serves as investment adviser. As of September 25, 2001, the officers and Trustees of the Fund as a group beneficially owned less than 1% of the outstanding shares of the Fund. As of that date, the following shareholders beneficially owned 5% of or more of the outstanding shares of the Funds listed below: 20 Percentage of Total Outstanding Shares of Name and Address of Shareholders Class of Shares the Class of the Fund -------------------------------- --------------- ---------------------- MLPF&S For The Sole B 23.25% Benefit of Its Customers Attn Fund Administration 97C84 4800 Deer Lake Drive East Jacksonville FL 32246-6484 MLPF&S For The Sole C 42.47% Benefit of Its Customers Attn Fund Administration 4800 Deer Lake Drive East Jacksonville FL 32246-6484 INVESTMENT ADVISORY AND OTHER SERVICES The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603, was organized in 1968 and approximately than $30 billion in assets under management in its capacity as investment adviser to the Fund and the other funds in the John Hancock group of funds as well as retail and institutional privately managed accounts. The Adviser is an affiliate of the Life Company, one of the most recognized and respected financial institutions in the nation. With total assets under management of more than $100 billion, the Life Company is one of the ten largest life insurance companies in the United States, and carries a high rating from Standard & Poor's and A. M. Best. Founded in 1862, the Life Company has been serving clients for over 130 years. The Fund has entered into an investment management contract (the "Advisory Agreement") with the Adviser which was approved by the Fund's shareholders. Pursuant to the Advisory Agreement, the Adviser will: (a) furnish continuously an investment program for the Fund and determine, subject to the overall supervision and review of the Trustees, which investments should be purchased, held, sold or exchanged and (b) provide supervision over all aspects of the Fund's operations except those which are delegated to a custodian, transfer agent or other agent. The Fund bears all costs of its organization and operation, including but not limited to expenses of preparing, printing and mailing all shareholders' reports, notices, prospectuses, proxy statements and reports to regulatory agencies; expenses relating to the issuance, registration and qualification of shares; government fees; interest charges; expenses of furnishing to shareholders their account statements; taxes; expenses of redeeming shares; brokerage and other expenses connected with the execution of portfolio securities transactions; expenses pursuant to the Fund's plan of distribution; fees and expenses of custodians including those for keeping books and accounts, maintaining a committed line of credit and calculating the net asset value of shares; fees and expenses of transfer agents and dividend disbursing agents; legal, accounting, financial, management, tax and auditing fees and expenses of the Fund (including an allocable portion of the cost of the Adviser's employees rendering such services to the Fund); the compensation and expenses of Trustees who are not otherwise affiliated with the Trust, the Adviser or any of their affiliates; expenses of Trustees' and shareholders' meetings; trade association memberships; insurance premiums; and any extraordinary expenses. 21 As compensation for its services under the Advisory Agreement, the Fund pays the Adviser monthly a fee based on a stated percentage of the average of the daily net assets of the Fund as follows: Average Daily Net Assets Annual Rate ------------------------ ----------- First $1,500,000,000 0.50% Next $500,000,000 0.45% Next $500,000,000 0.40% Amount Over $2,500,000,0000 0.35% From time to time, the Adviser may reduce its fee or make other arrangements to limit the Fund's expenses to a specified percentage of average daily net assets. The Adviser retains the right to re-impose a fee and recover any other payments to the extent that, at the end of any fiscal year, the Fund's annual expenses fall below this limit. For the fiscal years ended May 31, 1999, 2000 and 2001, the Adviser received fees of $7,686,223, $7,206,180 and $6,760,696, respectively. Securities held by the Fund may also be held by other funds or investment advisory clients for which the Adviser or its affiliates provides investment advice. Because of different investment objectives or other factors, a particular security may be bought for one or more funds or clients when one or more are selling the same security. If opportunities for the purchase or sale of securities by the Adviser for the Fund for other funds or clients, for which the Adviser renders investment advice, arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective funds or clients in a manner deemed equitable to all of them. To the extent that transactions on behalf of more than one client of the Adviser or its affiliates may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price. Pursuant to the Advisory Agreement, the Adviser is not liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which its 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 of the obligations and duties under the Advisory Agreement. Under the Advisory Agreement, the Fund may use the name "John Hancock" or any name derived from or similar to it only for so long as the Advisory Agreement or any extension, renewal or amendment thereof remains in effect. If the Advisory Agreement is no longer in effect, the Fund (to the extent that it lawfully can) will cease to use such a name or any other name indicating that it is advised by or otherwise connected with the Adviser. In addition, the Adviser or the Life Company may grant the nonexclusive right to use the name "John Hancock" or any similar name to any other corporation or entity, including but not limited to any investment company of which the Life Company or any subsidiary or affiliate thereof or any successor to the business of any subsidiary or affiliate thereof shall be the investment adviser. The continuation of the Advisory Agreement and Distribution Agreement was approved by all of the Trustees. The Advisory Agreement, and the Distribution Agreement discussed below, will continue in effect from year to year, provided that its continuance is approved annually both (i) by the holders of a majority of the outstanding voting securities of the Trust or by the Trustees, and (ii) by a majority of the Trustees who are not parties to the Agreement or "interested persons" of any such parties. Both agreements may be terminated on 60 days written notice by any party or by a vote of a majority of the outstanding voting securities of the Fund and will terminate automatically if assigned. 22 Accounting and Legal Services Agreement. The Trust, on behalf of the Fund, is a party to an Accounting and Legal Services Agreement with the Adviser. Pursuant to this agreement, the Adviser provides the Fund with certain tax, accounting and legal services. For the fiscal years ended May 31, 1999, 2000 and 2001, the Fund paid the Adviser $226,136, $276,177 and $262,846, respectively, for services under this Agreement. Personnel of the Adviser and its affiliates may trade securities for their personal accounts. The Fund also may hold, or may be buying or selling, the same securities. To prevent the Fund from being disadvantaged, the adviser(s), principal underwriter and the Fund have adopted a code of ethics which restricts the trading activity of those personnel. DISTRIBUTION CONTRACTS The Fund has a Distribution Agreement with John Hancock Funds. Under the agreement, John Hancock Funds is obligated to use its best efforts to sell shares of each class of the Fund. Shares of the Fund are also sold by selected broker-dealers (the "Selling Brokers") which have entered into selling agency agreements with John Hancock Funds. These Selling Brokers are authorized to designate other intermediaries to receive purchase and redemption orders on behalf of the Fund. John Hancock Funds accepts orders for the purchase of the shares of the Fund which are continually offered at net asset value next determined, plus any applicable sales charge, if any. In connection with the sale of Fund shares, John Hancock Funds and Selling Brokers receive compensation from a sales charge imposed, in the case of Class A and Class C shares, at the time of sale. In the case of Class B or Class C shares, the broker receives compensation immediately but John Hancock Funds is compensated on a deferred basis. Total underwriting commissions for sales of the Fund's Class A shares for the fiscal years ended May 31, 1999, 2000 and 2001 was $1,782,697, $825,833 and $1,043,537, respectively. Of such amounts $137,960, $72,056 and $105,641, were retained by John Hancock Funds for 1999, 2000 and 2001. Total underwriting commissions for sales of the Fund's Class C shares for the period from May 1, 2000 to May 31, 2000 and for the fiscal year May 31, 2001 was $9,774 and $167,416, respectively. Of such amounts no commissions were retained by John Hancock Funds. The remainder of the underwriting commissions were reallowed to Selling Broker . The Fund's Trustees adopted Distribution Plans with respect to each class of shares (the "Plans") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Investment Company Act"). Under the Plans, the Fund will pay distribution and service fees at an aggregate annual rate of up to 0.30% for Class A shares and 1.00% for Class B and Class C shares of the Fund's average daily net assets attributable to shares of that class. However, the service fee will not exceed 0.25% of the Fund's average daily net assets attributable to each class of shares. The distribution fees will be used to reimburse the John Hancock Funds for its distribution expenses, including but not limited to: (i) initial and ongoing sales compensation to Selling Brokers and others (including affiliates of the John Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional and overhead expenses incurred in connection with the distribution of Fund shares; and (iii) with respect to Class B and Class C shares only, interest expenses on unreimbursed distribution expenses. The service fees will be used to compensate Selling Brokers and others for providing personal and account maintenance services to shareholders. In the event that John Hancock Funds is not fully reimbursed for payments or expenses they incur 23 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. The Fund does not treat the unreimbursed expenses under the Class B and Class C Plans as a liability of the Fund because the Trustees may terminate the Class B and/or Class C Plan at any time with no additional liability for these expenses to the shareholders and the Fund. For the fiscal year ended May 31, 2001, an aggregate of $6,911,125 of distribution expenses or 3.38% of the average net assets of the Class B shares of the Fund, was not reimbursed or recovered by John Hancock Funds through the receipt of deferred sales charges or Rule 12b-1 fees in prior periods. For the fiscal year ended May 31, 2001, an aggregate of $0 of distribution expenses or 0% of the average net assets of the Class C shares of the Fund, was not reimbursed or recovered by John Hancock Funds through the receipt of deferred sales charges or Rule 12b-1 fees. The Plans and all amendments were approved by the Trustees, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plans (the "Independent Trustees"), by votes cast in person at meetings called for the purpose of voting on these Plans. Pursuant to the Plans, at least quarterly, John Hancock Funds provides the Fund with a written report of the amounts expended under the Plans and the purpose for which these expenditures were made. The Trustees review these reports on a quarterly basis to determine their continued appropriateness. The Plans provide that they will continue in effect only so long as their continuance is approved at least annually by a majority of both the Trustees and the Independent Trustees. The Plans provide that they may be terminated without penalty (a) by vote of a majority of the Independent Trustees, (b) by a vote of a majority of the Fund's outstanding shares of the applicable class in each case upon 60 days' written notice to John Hancock Funds, and (c) automatically in the event of assignment. The Plans further provide that they may not be amended to increase the maximum amount of the fees for the services described therein without the approval of a majority of the outstanding shares of the class of the Fund which has voting rights with respect to the Plan. Each Plan provides that no material amendment to the Plans will be effective unless it is approved by a vote of a majority of the Trustees and the Independent Trustees of the Fund. The holders of Class A, Class B and Class C shares have exclusive voting rights with respect to the Plan applicable to their respective class of shares. In adopting the Plans the Trustees concluded that, in their judgment, there is a reasonable likelihood that the Plans will benefit the holders of the applicable class of shares of the Fund. Class I shares of the Fund are not subject to any distribution plan. Expenses associated with the obligation of John Hancock Funds to use its best efforts to sell Class I shares will be paid by the Adviser or by John Hancock Funds and will not be paid from the fees paid under Class A, Class B or Class C Plans. Amounts paid to John Hancock Funds by any class of 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 vote of a majority of the Trustees. From time to time, the 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 the participating Funds. During the fiscal year ended May 31, 2001, the Fund paid John Hancock Funds the following amounts of expenses in connection with their services for the Fund. 24
Expense Items ------------- Printing and Interest Mailing of Carrying or Prospectus to Compensation Expenses of John Other Finance Advertising New Shareholders to Selling Brokers Hancock Funds Charges ----------- ---------------- ------------------ ---------------- ------------- Class A $332,612 $13,960 $ 2,048,678 $983,451 $ 0 Class B $287,154 $10,313 $ 980,297 $675,194 $18,468 Class C $ 24,735 $ 1,176 $ 112,976 $ 73,873 $ 0
SALES COMPENSATION As part of their business strategies, the Fund, along with John Hancock Funds, pays compensation to financial services firms that sell the Fund's shares. These firms typically pass along a portion of this compensation to your broker or financial representative. The two primary sources of broker compensation payments for Class A, Class B and Class C are (1) the12b-1 fees that are paid out of the Fund's assets and (2) sales charges paid by investors. The sales charges and 12b-1 fees are detailed in the prospectus and under "Distribution Contracts" in this Statement of Additional Information. The portions of these expenses that are paid to financial services firms are shown on the next page. For Class I shares, John Hancock Funds may make a one-time payment at the time of initial purchase out of its own resources to a Selling Broker who sells shares of the Fund. This payment may not exceed 0.15% of the amount invested. Whenever you purchase Class A, Class B or Class C shares, the financial services firm receives a reallowance/payment, as described below. The firm also receives the first year's 12b-1 service fee at this time. Beginning with the second year after an investment is made, the financial services firm receives an annual 12b-1 service fee of 0.25% of its total eligible fund net assets. This fee is paid quarterly in arrears by the Fund. In addition, from time to time, John Hancock Funds, at its expense, may provide significant additional compensation to financial services firms in connection with the sale of shares of the Fund. Such compensation provided by John Hancock Funds may include, for example, financial assistance to financial services firms in connection with their marketing and sales development programs for their registered representatives and other employees, as well as payment for travel expenses, including lodging, incurred by registered representatives and other employees for such marketing and sales development programs, seminars for the public, advertising and sales campaigns regarding one or more Funds, and/or other financial services firms-sponsored events or activities. From time to time, John Hancock Funds may make expense reimbursements for special training of a financial services firm's registered representatives and other employees in group meetings. Other compensation, such as asset retention fees, finder's fees and reimbursement for wire transfer fees, may be offered to the extent not prohibited by law or any self-regulatory agency, such as the NASD. 25
Broker Receives Broker Receives Sales charge Maximum 12b-1Service Total Broker Paid by investors Reallowance fee(% of net Compensation (1) Class A investments (% of offering price) (% of offering price) investment) (3) (% of offering price) ------------------- --------------------- --------------------- --------------- --------------------- Up to $99,999 4.50% 3.76% 0.25% 4.00% $100,000 - $249,999 3.75% 3.01% 0.25% 3.25% $250,000 - $499,999 2.75% 2.06% 0.25% 2.30% $500,000 - $999,999 2.00% 1.51% 0.25% 1.75% Investments of Class A shares of $1 million or more (4) -------------------------------- First $1M - $4,999,999 -- 0.75% 0.25% 1.00% Next $1M - $5M above that -- 0.25% 0.25% 0.50% (2) Next $1 or more above that -- 0.00% 0.25% 0.25% (2) Broker Receives Broker Receives 12b-1 Service Maximum fee Total Broker Reallowance (% of net Compensation (1) Class B investments (% of offering price) investment) (3) (% of offering price) ------------------- --------------------- --------------- -------------------- All investments 3.75% 0.25% 4.00% Broker Receives Broker Receives 12b-1 Maximum Service fee Total Broker Reallowance (% of net Compensation (1) Class C investments (% of offering price) investment) (3) (% of offering price) ------------------- --------------------- --------------- --------------------- Over $1,000,000 or amounts -- 0.75% 0.25% 1.00% purchased at NAV All other amounts 1.00% 1.75% 0.25% 2.00% Broker Receives Broker Receives 12b-1 Maximum Service fee Total Broker Reallowance (% of net Compensation (1) Class I investments (% of offering price) investment) (3) (% of offering price) ------------------- --------------------- --------------- --------------------- All other amounts -- 0.00% 0.00% 0.00% (5)
(1) Broker percentages and 12b-1 service fee percentages are calculated from different amounts, and therefore may not equal total broker compensation percentages if combined using simple addition. (2) For Group Investment Program sales, the maximum total broker compensation for investments of $1 million or more is 1.00% of the offering price (one year CDSC of 1.00% applies for each sale). (3) After first year broker receives 12b-1 service fees quarterly in arrears. (4) John Hancock Funds may reduce aggregate investments by the amount of recent redemptions. 26 (5) John Hancock Funds may make a one-time payment at the time of initial purchase out of its own resources to a Selling Broker who sells Class I shares of the Fund. This payment may be up to 0.15% of the amount invested. CDSC revenues collected by John Hancock Funds may be used to pay broker commissions when there is no initial sales charge. NET ASSET VALUE For purposes of calculating the net asset value ("NAV") of the Fund's shares, the following procedures are utilized wherever applicable. Debt investment securities are valued on the basis of valuations furnished by a principal market maker or a pricing service, both of which generally utilize electronic data processing techniques to determine valuations for normal institutional size trading units of debt securities without exclusive reliance upon quoted prices. Short-term debt investments which have a remaining maturity of 60 days or less are generally valued at amortized cost which approximates market value. If market quotations are not readily available or if in the opinion of the Adviser any quotation or price is not representative of true market value, the fair value of the security may be determined in good faith in accordance with procedures approved by the Trustees. Foreign securities are valued on the basis of quotations from the primary market in which they are traded. Any assets or liabilities expressed in terms of foreign currencies are translated into U.S. dollars by the custodian bank based on London currency exchange quotations as of 5:00 p.m., London time (12:00 noon, New York time) on the date of any determination of a Fund's NAV. If quotations are not readily available, or the value has been materially affected by the events occurring after closing of a foreign market, assets are valued by a method that Trustees believe accurately reflects fair value. The NAV of each fund and class is determined each business day at the close of regular trading on the New York Stock Exchange (typically 4:00 p.m. Eastern Time) by dividing a class's net assets by the number of its shares outstanding. On any day an international market is closed and the New York Stock Exchange is open, any foreign securities will be valued at the prior day's close with the current day's exchange rate. Trading of foreign securities may take place on Saturdays and U.S. business holidays on which a Fund's NAV is not calculated. Consequently, a Fund's portfolio securities may trade and the NAV of the Fund's redeemable securities may be significantly affected on days when a shareholder has no access to the Fund. INITIAL SALES CHARGE ON CLASS A AND CLASS C SHARES Shares of the Fund are offered at a price equal to their net asset value plus a sales charge which, at the option of the purchaser, may be imposed either at the time of purchase (the "initial sales charge alternative") or on a contingent deferred basis (the "deferred sales charge alternative"). The fund no longer issues share certificates. Shares are electronically recorded. The Trustees reserve the right to change or waive the Fund's minimum investment requirements and to reject any order to purchase shares (including purchase by exchange) when in the judgment of the Adviser such rejection is in the Fund's best interest. The sales charges applicable to purchases of Class A and Class C shares of the Fund are described in the Prospectus. Methods of obtaining reduced sales charges referred to generally in the Prospectus are described in detail below. In calculating the sales charge applicable to current purchases of Class A shares of the Fund, the investor is entitled to accumulate current purchases with the 27 greater of the current value (at offering price) of the Class A shares of the Fund owned by the investor or, if John Hancock Signature Services, Inc. ("Signature Services") is notified by the investor's dealer or the investor at the time of the purchase, the cost of the Class A shares owned. Without Sales Charges. Class A shares may be offered without a front-end sales charge or contingent deferred sales charge ("CDSC") to various individuals and institutions as follows: o A Trustee or officer of the Trust; a Director or officer of the Adviser and its affiliates, sub-adviser or Selling Brokers; employees or sales representatives of any of the foregoing; retired officers, employees or Directors of any of the foregoing; a member of the immediate family (spouse, children, grandchildren, mother, father, sister, brother, mother-in-law, father-in-law, daughter-in-law, son-in-law, niece, nephew and same-sex domestic partner) of any of the foregoing; or any fund, pension, profit sharing or other benefit plan for the individuals described above. o A broker, dealer, financial planner, consultant or registered investment advisor that has entered into a signed agreement with John Hancock Funds providing specifically for the use of Fund shares in fee-based investment products or services made available to their clients. o A former participant in an employee benefit plan with John Hancock funds, when he or she withdraws from his or her plan and transfers any or all of his or her plan distributions directly to the Fund. o A member of a class action lawsuit against insurance companies who is investing settlement proceeds. o Retirement plans participating in Merrill Lynch servicing programs, if the Plan has more than $3 million in assets or 500 eligible employees at the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service Agreement. See your Merrill Lynch financial consultant for further information. o Retirement plans investing through the PruArray Program sponsored by Prudential Securities. o Pension plans transferring assets from a John Hancock variable annuity contract to the Fund pursuant to an exemptive application approved by the Securities Exchange Commission. o Participant directed defined contribution plans with at least 100 eligible employees at the inception of the Fund account, may purchase Class A shares with no initial sales charge. However, if the shares are redeemed within 12 months after the end of the calendar year in which the purchase was made, a CDSC will be imposed at the following rate: Amount Invested CDSC Rate --------------- --------- $1 to $4,999,000 1.00% Next $5 million to $9,999,999 0.50% Amounts of $10 million and over 0.25% Class C shares may be offered without a front-end sales charge to: o Investments of redemption proceeds from a non-John Hancock mutual fund. 28 o Group Retirement plan products for which John Hancock Signature Services performs recordkeeping and administrative services. (These plans include 403(b), Simple IRA, SEP and SARSEP plans.) Also included are plans formerly record kept by John Hancock Signature Services (including 401(k)). o Group Retirement plan products sold through third party administrators under the John Hancock SELECT retirement plan program. (These plans include 401(k), Money Purchase and Profit Sharing plans.) o An investor who buys through a Merrill Lynch omnibus account. However, a CDSC may apply if the shares are sold within 12 months of purchase. Class A and Class C shares may also be purchased without an initial sales charge in connection with certain liquidation, merger or acquisition transactions involving other investment companies or personal holding companies. Combination Privilege. In calculating the sales charge applicable to purchases of Class A shares made at one time, the purchases will be combined to reduce sales charges if made by (a) an individual, his or her spouse and their children under the age of 21, purchasing securities for his or their own account, (b) a trustee or other fiduciary purchasing for a single trust, estate or fiduciary account, and (c) groups which qualify for the Group Investment Program (see below). A company's (not an individual's) qualified and non-qualified retirement plan investments can be combined to take advantage of this privilege. Further information about combined purchases, including certain restrictions on combined group purchases, is available from Signature Services or a Selling Broker's representative. Accumulation Privilege. Investors (including investors combining purchases) who are already Class A shareholders may also obtain the benefit of the reduced sales charge by taking into account not only the amount being invested but also the investor's purchase price or current account value of the Class A shares of all John Hancock funds which carry a sales charge already held by such person. Class A shares of John Hancock money market funds will only be eligible for the accumulation privilege if the investor has previously paid a sales charge on the amount of those shares. Retirement plan investors may include the value of Class B shares if Class B shares held are greater than $1 million. Retirement plans must notify Signature Services to utilize. A company's (not an individual's) qualified and non-qualified retirement plan investments can be combined to take advantage of this privilege. Group Investment Program. Under the Combination and Accumulation Privileges, all members of a group may combine their individual purchases of Class A shares to potentially qualify for breakpoints in the sales charge schedule. This feature is provided to any group which (1) has been in existence for more than six months, (2) has a legitimate purpose other than the purchase of mutual fund shares at a discount for its members, (3) utilizes salary deduction or similar group methods of payment, and (4) agrees to allow sales materials of the fund in its mailings to members at a reduced or no cost to John Hancock Funds. Letter of Intention. Reduced sales charges are also applicable to investments in Class A shares made pursuant to a Letter of Intention (the "LOI"), which should be read carefully prior to its execution by an investor. The Fund offers two options regarding the specified period for making investments under the LOI. All investors have the option of making their investments over a specified period of thirteen (13) months. Investors who are using the Fund as a funding medium for a qualified retirement plan, however, may opt to make the necessary investments called for by the LOI over a forty-eight (48) month period. These retirement plans include traditional, Roth and Education IRAs, SEP, SARSEP, 401(k), 403(b) (including TSAs) SIMPLE IRA, SIMPLE 401(k), Money Purchase Pension, Profit Sharing and Section 457 plans. An individual's non-qualified and qualified 29 retirement plans investments cannot be combined to satisfy an LOI of 48 months. Such an investment (including accumulations and combinations but not including reinvested dividends) must aggregate $100,000 or more invested during the specified period from the date of the LOI or from a date within ninety (90) days prior thereto, upon written request to Signature Services. The sales charge applicable to all amounts invested under the LOI is computed as if the aggregate amount intended to be invested had been invested immediately. If such aggregate amount is not actually invested, the difference in the sales charge actually paid and the sales charge payable had the LOI not been in effect is due from the investor. However, for the purchases actually made within the specified period (either 13 or 48 months) the sales charge applicable will not be higher than that which would have applied (including accumulations and combinations) had the LOI been for the amount actually invested. The LOI authorizes Signature Services to hold in escrow sufficient Class A shares (approximately 5% of the aggregate) to make up any difference in sales charges on the amount intended to be invested and the amount actually invested, until such investment is completed within the specified period, at which time the escrow Class A shares will be released. If the total investment specified in the LOI is not completed, the Class A shares held in escrow may be redeemed and the proceeds used as required to pay such sales charge as may be due. By signing the LOI, the investor authorizes Signature Services to act as his or her attorney-in-fact to redeem any escrowed Class A shares and adjust the sales charge, if necessary. A LOI does not constitute a binding commitment by an investor to purchase, or by the Fund to sell, any additional Class A shares and may be terminated at any time. Because Class I shares are sold at net asset value without the imposition of any sales charge, none of the privileges described under these captions are available to Class I investors. DEFERRED SALES CHARGE ON CLASS B and CLASS C SHARES Investments in Class B shares are purchased at net asset value per share without the imposition of an initial sales charge so the Fund will receive the full amount of the purchase payment. Contingent Deferred Sales Charge. Class B and Class C shares which are redeemed within six years or one year of purchase, respectively, will be subject to a CDSC at the rates set forth in the Prospectus as a percentage of the dollar amount subject to the CDSC. The charge will be assessed on an amount equal to the lesser of the current market value or the original purchase cost of the Class B or Class C shares being redeemed. No CDSC will be imposed on increases in account value above the initial purchase prices, including all shares derived from reinvestment of dividends or capital gains distributions. Class B shares are not available to retirement plans that had more than 100 eligible employees at the inception of the Fund account. The amount of the CDSC, if any, will vary depending on the number of years from the time of payment for the purchase of Class B shares until the time of redemption of such shares. Solely for purposes of determining the number of years from the time of any payment for the purchases of both Class B and Class C shares, all payments during a month will be aggregated and deemed to have been made on the first day of the month. In determining whether a CDSC applies to a redemption, the calculation will be determined in a manner that results in the lowest possible rate being charged. It will be assumed that your redemption comes first from shares you have held beyond the six-year CDSC redemption period for Class B or one year CDSC redemption period for Class C, or those you acquired through dividend and 30 capital gain reinvestment, and next from the shares you have held the longest during the six-year period for Class B shares. For this purpose, the amount of any increase in a share's value above its initial purchase price is not regarded as a share exempt from CDSC. Thus, when a share that has appreciated in value is redeemed during the CDSC period, a CDSC is assessed only on its initial purchase price. When requesting a redemption for a specific dollar amount please indicate if you require the proceeds to equal the dollar amount requested. If not indicated, only the specified dollar amount will be redeemed from your account and the proceeds will be less any applicable CDSC. Example: You have purchased 100 Class B shares at $10 per share. The second year after your purchase, your investment's net asset value per share has increased by $2 to $12, and you have gained 10 additional shares through dividend reinvestment. If you redeem 50 shares at this time your CDSC will be calculated as follows: oProceeds of 50 shares redeemed at $12 per share (50 x 12) $600.00 o*Minus Appreciation ($12 - $10) x 100 shares (200.00) o Minus proceeds of 10 shares not subject to CDSC (dividend reinvestment) (120.00) ------- oAmount subject to CDSC $280.00 *The appreciation is based on all 100 shares in the account not just the shares being redeemed. Proceeds from the CDSC are paid to John Hancock Funds and are used in whole or in part by John Hancock Funds to defray its expenses related to providing distribution-related services to the Funds in connection with the sale of the Class B and Class C shares, such as the payment of compensation to select Selling Brokers for selling Class B and Class C shares. The combination of the CDSC and the distribution and service fees facilitates the ability of the Fund to sell the Class B and Class C shares without a sales charge being deducted at the time of the purchase. Waiver of Contingent Deferred Sales Charge. The CDSC will be waived on redemptions of Class B and Class C shares and of Class A shares that are subject to CDSC, unless indicated otherwise, in the circumstances defined below: For all account types: * Redemptions made pursuant to the Funds' right to liquidate your account if you own shares worth less than $1,000. * Redemptions made under certain liquidation, merger or acquisition transactions involving other investment companies or personal holding companies. * Redemptions due to death or disability. (Does not apply to trust accounts unless trust is being dissolved.) * Redemptions made under the Reinstatement Privilege, as described in "Sales Charge Reductions and Waivers" of the Prospectus. * Redemptions of Class B (but not Class C) shares made under a periodic withdrawal plan or redemptions for fees charged by planners or advisors for advisory services, as long as your annual redemptions do not exceed 12% of your account value, including reinvested dividends, at the time you established your periodic withdrawal plan and 12% of the value of subsequent investments (less redemptions) in that account at the time you notify Signature Services. (Please note, this waiver does not apply to periodic withdrawal plan redemptions of Class A shares that are subject to a CDSC.) 31 * Redemptions by Retirement plans participating in Merrill Lynch servicing programs, if the Plan has less than $3 million in assets or 500 eligible employees at the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service Agreement. See your Merrill Lynch financial consultant for further information. * Redemptions of Class A shares by retirement plans that invested through the PruArray Program sponsored by Prudential Securities. * Redemptions of Class A shares made after one year from the inception date of a retirement plan at John Hancock. For retirement Accounts (such as traditional, Roth and Education IRAs, SIMPLE IRAs, SIMPLE 401(k), Rollover IRA, TSA, 457, 403(b), 401(k), Money Purchase Pension Plan, Profit-Sharing Plan and other plans as described in the Internal Revenue Code) unless otherwise noted. * Redemptions made to effect mandatory or life expectancy distributions under the Internal Revenue Code. (Waiver based on required, minimum distribution calculations for John Hancock Mutual Fund IRA assets only.) * Returns of excess contributions made to these plans. * Redemptions made to effect distributions to participants or beneficiaries from employer sponsored retirement plans under section 401(a) (such as Money Purchase Pension Plans and Profit-Sharing/401(k) Plans), 457 and 408 (SEPs and SIMPLE IRAs of the Internal Revenue Code * Redemptions from certain IRA and retirement plans that purchased shares prior to October 1, 1992 and certain IRA plans that purchased shares prior to May 15, 1995. Please see matrix for some examples. 32
----------------------- ------------------ ---------------- ---------------- ----------------- ---------------- Type of 401 (a) Plan 403 (b) 457 IRA, IRA Non-retirement Distribution (401 (k), MPP, Rollover PSP) 457 & 408 (SEPs & Simple IRAs) ----------------------- ------------------ ---------------- ---------------- ----------------- ---------------- Death or Disability Waived Waived Waived Waived Waived ----------------------- ------------------ ---------------- ---------------- ----------------- ---------------- Over 70 1/2 Waived Waived Waived Waived for 12% of account required value annually minimum in periodic distributions*or payments 12% of account value annually in periodic payments ----------------------- ------------------ ---------------- ---------------- ----------------- ---------------- Between 59 1/2 Waived Waived Waived Waived for Life 12% of account and 70 1/2 Expectancy or value annually 12% of account in periodic value annually payments in periodic payments ----------------------- ------------------ ---------------- ---------------- ----------------- ---------------- Under 59 1/2 Waived for Waived for Waived for Waived for 12% of account (Class B only) annuity payments annuity annuity annuity value annually (72t) or 12% of payments (72t) payments (72t) payments (72t) in periodic account value or 12% of or 12% of or 12% of payments annually in account value account value account value periodic payments annually in annually in annually in periodic periodic periodic payments payments payments ----------------------- ------------------ ---------------- ---------------- ----------------- ---------------- Loans Waived Waived N/A N/A N/A ----------------------- ------------------ ---------------- ---------------- ----------------- ---------------- Termination of Plan Not Waived Not Waived Not Waived Not Waived N/A ----------------------- ------------------ ---------------- ---------------- ----------------- ---------------- Hardships Waived Waived Waived N/A N/A ----------------------- ------------------ ---------------- ---------------- ----------------- ---------------- Qualified Domestic Waived Waived Waived N/A N/A Relations Orders ----------------------- ------------------ ---------------- ---------------- ----------------- ---------------- Termination of Waived Waived Waived N/A N/A Employment Before Normal Retirement Age ----------------------- ------------------ ---------------- ---------------- ----------------- ---------------- Return of Excess Waived Waived Waived Waived N/A ----------------------- ------------------ ---------------- ---------------- ----------------- ----------------
*Required minimum distributions based on John Hancock Mutual Fund IRA assets only. If you qualify for a CDSC waiver under one of these situations, you must notify Signature Services at the time you make your redemption. The waiver will be granted once Signature Services has confirmed that you are entitled to the waiver. 33 SPECIAL REDEMPTIONS Although it would not normally do so, the Fund has the right to pay the redemption price of shares of the Fund in whole or in part in portfolio securities as prescribed by the Trustees. When the shareholder sells portfolio securities received in this fashion, the shareholder will incur a brokerage charge. Any such securities would be valued for the purposes of making such payment at the same value as used in determining net asset value. The Fund has, however, elected to be governed by Rule 18f-1 under the Investment Company Act. Under that rule, the Fund must redeem its shares for cash except to the extent that the redemption payments to any shareholder during any 90-day period would exceed the lesser of $250,000 or 1% of the Fund's net asset value at the beginning of such period. ADDITIONAL SERVICES AND PROGRAMS Exchange Privilege. The Fund permits exchanges of shares of any class of a fund for shares of the same class in any other John Hancock fund offering that class. Exchanges between funds with shares that are not subject to a CDSC are based on their respective net asset values. No sales charge or transaction charge is imposed. Shares of the Fund which are subject to a CDSC may be exchanged into shares of any of the other John Hancock funds that are subject to a CDSC without incurring the CDSC; however, the shares acquired in an exchange will be subject to the CDSC schedule of the shares acquired if and when such shares are redeemed (except that shares exchanged into John Hancock 500 Index Fund will retain the exchanged fund's CDSC schedule). For purposes of computing the CDSC payable upon redemption of shares acquired in an exchange, the holding period of the original shares is added to the holding period of the shares acquired in an exchange. If a retirement plan exchanges the plan's Class A account in its entirety from the Fund to a non-John Hancock investment, the one-year CDSC applies. If a shareholder exchanges Class B shares purchased prior to January 1, 1994 for Class B shares of any other John Hancock fund, the acquired shares will continue to be subject to the CDSC schedule that was in effect when the exchanged shares were purchased. The Fund reserves the right to require that previously exchanged shares (and reinvested dividends) be in the Fund for 90 days before a shareholder is permitted a new exchange. The Fund may refuse any exchange order. The Fund may change or cancel its exchange policies at any time, upon 60 days' notice to its shareholders. An exchange of shares is treated as a redemption of shares of one fund and the purchase of shares of another for Federal Income Tax purposes. An exchange may result in a taxable gain or loss. See "TAX STATUS". Systematic Withdrawal Plan. The Fund permits the establishment of a Systematic Withdrawal Plan. Payments under this plan represent proceeds arising from the redemption of Fund shares. Since the redemption price of the Fund shares may be more or less than the shareholder's cost, which may result in realization of gain or loss for purposes of Federal, state and local income taxes. The maintenance of a Systematic Withdrawal Plan concurrently with purchases of additional shares of the Fund could be disadvantageous to a shareholder because of the initial sales charge payable on such purchases of Class A shares and the 34 CDSC imposed on redemptions of Class B and Class C shares and because redemptions are taxable events. Therefore, a shareholder should not purchase shares at the same time a Systematic Withdrawal Plan is in effect. The Fund reserves the right to modify or discontinue the Systematic Withdrawal Plan of any shareholder on 30 days' prior written notice to such shareholder, or to discontinue the availability of such plan in the future. The shareholder may terminate the plan at any time by giving proper notice to Signature Services. Monthly Automatic Accumulation Program ("MAAP"). The program is explained in the Prospectus. The program, as it relates to automatic investment checks, is subject to the following conditions: The investments will be drawn on or about the day of the month indicated. The privilege of making investments through the MAAP may be revoked by Signature Services without prior notice if any investment is not honored by the shareholder's bank. The bank shall be under no obligation to notify the shareholder as to the non-payment of any checks. The program may be discontinued by the shareholder either by calling Signature Services or upon written notice to Signature Services which is received at least five (5) business days prior to the order date of any investment. Reinstatement or Reinvestment Privilege. If Signature Services is notified prior to reinvestment, a shareholder who has redeemed Fund shares may, within 120 days after the date of redemption, reinvest without payment of a sales charge any part of the redemption proceeds in shares of the same class of the Fund or another John Hancock fund, subject to the minimum investment limit of that fund. The proceeds from the redemption of Class A shares may be reinvested at net asset value without paying a sales charge in Class A shares of the Fund or in Class A shares of any John Hancock fund. If a CDSC was paid upon a redemption, a shareholder may reinvest the proceeds from this redemption at net asset value in additional shares of the class from which the redemption was made. The shareholder's account will be credited with the amount of any CDSC charged upon the prior redemption and the new shares will continue to be subject to the CDSC. The holding period of the shares acquired through reinvestment will, for purposes of computing the CDSC payable upon a subsequent redemption, include the holding period of the redeemed shares. To protect the interests of other investors in the Fund, the Fund may cancel the reinvestment privilege of any parties that, in the opinion of the Fund, are using market timing strategies or making more than seven exchanges per owner or controlling party per calendar year. Also, the Fund may refuse any reinvestment request. The Fund may change or cancel its reinvestment policies at any time. A redemption or exchange of Fund shares is a taxable transaction for Federal income tax purposes even if the reinvestment privilege is exercised, and any gain or loss realized by a shareholder on the redemption or other disposition of Fund shares will be treated for tax purposes as described under the caption "TAX STATUS." Retirement plans participating in Merrill Lynch's servicing programs: --------------------------------------------------------------------- Class A shares are available at net asset value for plans with $3 million in plan assets or 500 eligible employees at the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service Agreement. If the plan does not meet either of these limits, Class A shares are not available. 35 For participating retirement plans investing in Class B shares, shares will convert to Class A shares after eight years, or sooner if the plan attains assets of $5 million (by means of a CDSC-free redemption/purchase at net asset value). PURCHASES AND REDEMPTIONS THROUGH THIRD PARTIES Shares of the Fund may be purchased or redeemed through certain broker-dealers or Service Agents ("Brokers"). Brokers may charge for their services or place limitations on the extent to which you may use the services of the Fund. The Fund will be deemed to have received a purchase or redemption order when an authorized broker, or if applicable, a broker's authorized designee, receives the order. If a broker is an agent or designee of the Fund, orders are processed at the NAV next calculated after the broker receives the order. The broker must segregate any orders it receives after the close of regular trading on the New York Stock Exchange and transmit those orders to the Fund for execution at NAV next determined. Some brokers that maintain nominee accounts with the Fund for their clients charge an annual fee on the average net assets held in such accounts for accounting, servicing, and distribution services they provide with respect to the underlying Fund shares. The Adviser, the Fund, and/or John Hancock Funds, Inc. (the Fund's principal distributor), share in the expense of these fees. DESCRIPTION OF THE FUND'S SHARES The Trustees of the Trust are responsible for the management and supervision of the Fund. The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest of the Fund, without par value. Under the Declaration of Trust, the Trustees have the authority to create and classify shares of beneficial interest in separate series, without further action by shareholders. As of the date of this Statement of Additional Information, the Trustees have not authorized any additional series of the Fund, other than the Fund, although they may do so in the future. The Declaration of Trust also authorizes the Trustees to classify and reclassify the shares of the Fund, or any new series of the Trust, into one or more classes. The Trustees have authorized the issuance of four classes of shares of the Fund, designated as Class A, Class B, Class C and Class I. The shares of each class of the Fund represent an equal proportionate interest in the aggregate net assets attributable to that class of the Fund. Holders of each class of shares have certain exclusive voting rights on matters relating to their respective distribution plans. The different classes of the Fund may bear different expenses relating to the cost of holding shareholder meetings necessitated by the exclusive voting rights of any class of shares. Dividends paid by the Fund, if any, with respect to each class of shares will be calculated in the same manner, at the same time and on the same day and will be in the same amount, except for differences resulting from the facts that (i) the distribution and service fees relating to each class shares will be borne exclusively by that class, (ii) Class B and Class C shares will pay higher distribution and service fees than Class A shares and (iii) each of class of shares will bear any class expenses properly allocable to that class of shares, subject to the conditions the Internal Revenue Service imposes with respect to the multiple-class structures. Similarly, the net asset value per share may vary depending on which class of shares are purchased. No interest will be paid on uncashed dividend or redemption checks. In the event of liquidation, shareholders of each class are entitled to share pro rata in the net assets of the Fund available for distribution to these shareholders. Shares entitle their holders to one vote per share, are freely transferable and have no preemptive, subscription or conversion rights. When issued, shares are fully paid and non-assessable, except as set forth below. 36 Unless otherwise required by the Investment Company Act or the Declaration of Trust, the Fund has no intention of holding annual meetings of shareholders. Fund shareholders may remove a Trustee by the affirmative vote of at least two-thirds of the Trust's outstanding shares and the Trustees shall promptly call a meeting for such purpose when requested to do so in writing by the record holders of not less than 10% of the outstanding shares of the Trust. Shareholders may, under certain circumstances, communicate with other shareholders in connection with requesting a special meeting of shareholders. However, at any time that less than a majority of the Trustees holding office were elected by the shareholders, the Trustees will call a special meeting of shareholders for the purpose of electing Trustees. Under Massachusetts law, shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for acts or obligations of the Trust. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts, obligations or affairs of the Fund. The Declaration of Trust also provides for indemnification out of the Fund's assets for all losses and expenses of any shareholder held personally liable by reason of being or having been a shareholder. The Declaration of Trust also provides that no series of the Trust shall be liable for the liabilities of any other series. Furthermore, no fund included in this Fund's prospectus shall be liable for the liabilities of any other John Hancock Fund. Liability is therefore limited to circumstances in which the Fund itself would be unable to meet its obligations, and the possibility of this occurrence is remote. The Fund reserves the right to reject any application which conflicts with the Fund's internal policies or the policies of any regulatory authority. John Hancock Funds does not accept starter, credit card or third party checks. All checks returned by the post office as undeliverable will be reinvested at net asset value in the fund or funds from which a redemption was made or dividend paid. Information provided on the account application may be used by the Fund to verify the accuracy of the information or for background or financial history purposes. A joint account will be administered as a joint tenancy with right of survivorship, unless the joint owners notify Signature Services of a different intent. A shareholder's account is governed by the laws of The Commonwealth of Massachusetts. For telephone transactions the transfer agent will take measures to verify the identity of the caller, such as asking for name, account number, Social Security or other taxpayer ID number and other relevant information. If appropriate measures are taken, the transfer agent is not responsible for any losses that may occur to any account due to an unauthorized telephone call. Also for your protection telephone transactions are not permitted on accounts whose names or addresses have changed within the past 30 days. Proceeds from telephone transactions can only be mailed to the address of record. Selling activities for the Fund may not take place outside the U.S. except with U.S. military bases, APO addresses and U.S. diplomats. Brokers of record on Non-U.S. investors' accounts with foreign mailing addresses are required to certify that all sales activities have occurred, and in the future will occur, only in the U.S. A foreign corporation may purchase shares of the Fund only if it has a U.S. mailing address. TAX STATUS The Fund is treated as a separate entity for accounting and tax purposes, has qualified as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and intends to continue to qualify for each taxable year. As such and by complying with the applicable provisions of the Code regarding the sources of its income, the timing of its distributions, and the diversification of its assets, the Fund will not be subject to Federal income tax on its taxable income (including net realized capital gains) which is distributed to shareholders in accordance with the timing requirements of the Code. 37 The Fund will be subject to a 4% non-deductible Federal excise tax on certain amounts not distributed (and not treated as having been distributed) on a timely basis in accordance with annual minimum distribution requirements. The Fund intends under normal circumstances to seek to avoid or minimize liability for such tax by satisfying such distribution requirements. Distributions from the Fund's current or accumulated earnings and profits ("E&P") will be taxable under the Code for investors who are subject to tax. If these distributions are paid from the Fund's "investment company taxable income," they will be taxable as ordinary income; and if they are paid from the Fund's "net capital gain," they will be taxable as capital gain. (Net capital gain is the excess (if any) of net long-term capital gain over net short-term capital loss, and investment company taxable income is all taxable income and capital gains, other than net capital gain, after reduction by deductible expenses.) Some distributions may be paid in January but may be taxable to shareholders as if they had been received on December 31 of the previous year. The tax treatment described above will apply without regard to whether distributions are received in cash or reinvested in additional shares of the Fund. Distributions, if any, in excess of E&P will constitute a return of capital under the Code, which will first reduce an investor's federal tax basis in Fund shares and then, to the extent such basis is exceeded, will generally give rise to capital gains. Shareholders who have chosen automatic reinvestment of their distributions will have a federal tax basis in each share received pursuant to such a reinvestment equal to the amount of cash they would have received had they elected to receive the distribution in cash, divided by the number of shares received in the reinvestment. The amount of the Funds net realized capital gains, if any, in any given year will vary depending upon the Adviser's current investment strategy and whether the Adviser believes it to be in the best interest of the Fund to dispose of portfolio securities and/or engage in option, futures or forward transactions that will generate capital gains or to enter into options or futures transactions. At the time of an investor's purchase of Fund shares, a portion of the purchase price is often attributable to realized or unrealized appreciation in the Fund's portfolio. Consequently, subsequent distributions on these shares from such appreciation may be taxable to such investor even if the net asset value of the investor's shares is, as a result of the distributions, reduced below the investor's cost for such shares, and the distributions in reality represent a return of a portion of the purchase price. Upon a redemption or other disposition of shares of the Fund (including by exercise of the exchange privilege) in a transaction that is treated as a sale for tax purposes, a shareholder will ordinarily realize a taxable gain or loss depending upon the amount of the proceeds and the investor's basis in his shares. Such gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholder's hands. A sales charge paid in purchasing shares of the Fund cannot be taken into account for purposes of determining gain or loss on the redemption or exchange of such shares within ninety (90) days after their purchase to the extent Class A shares of the Fund or another John Hancock fund are subsequently acquired without payment of a sales charge pursuant to the reinvestment or exchange privilege. This disregarded charge will result in an increase in the shareholder's tax basis in the shares subsequently acquired. Also, any loss realized on a redemption or exchange may be disallowed to the extent the shares disposed of are replaced with other shares of the Fund within a period of sixty- one (61) days beginning thirty (30) days before and ending thirty (30) days after the shares are disposed of, such as pursuant to automatic dividend reinvestments. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized upon the redemption of shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions of long-term capital gain with respect to such shares. Shareholders should consult their own tax advisers regarding their particular circumstances to determine whether a disposition of Fund shares is properly treated as a sale for tax purposes, as is assumed in the foregoing discussion. 38 Although its present intention is to distribute, at least annually, all net capital gain, if any, the Fund reserves the right to retain and reinvest all or any portion of the excess, as computed for Federal income tax purposes, of net long-term capital gain over net short-term capital loss in any year. The Fund will not in any event distribute net capital gain realized in any year to the extent that a capital loss is carried forward from prior years against such gain. To the extent such excess was retained and not exhausted by the carryforward of prior years' capital losses, it would be subject to Federal income tax in the hands of the Fund. Upon proper designation of this amount by the Fund, each shareholder would be treated for Federal income tax purposes as if the Fund had distributed to him on the last day of its taxable year his pro rata share of such excess, and he had paid his pro rata share of the taxes paid by the Fund and reinvested the remainder in the Fund. Accordingly, each shareholder would (a) include his pro rata share of such excess as capital gain in his return for his taxable year in which the last day of the Fund's taxable year falls, (b) be entitled either to a tax credit on his return for, or to a refund of, his pro rata share of the taxes paid by the Fund, and (c) be entitled to increase the adjusted tax basis for his shares in the Fund by the difference between his pro rata share of this excess and his pro rata share of these taxes. For Federal income tax purposes, the Fund is permitted to carry forward a net capital loss in any year to offset net capital gains, if any, during the eight years following the year of the loss. To the extent subsequent net capital gains are offset by such losses, they would not result in Federal income tax liability to the Fund and, as noted above, would not be distributed to shareholders. The Fund has $55,393,254 of capital loss carryforwards available, to the extent provided by regulations, to offset future net realized capital gains. These carryforwards expire at various times and amounts from 2002 through 2009. Dividends and capital gain distributions from the Fund will not qualify for the dividends-received deduction for corporations. Different tax treatment, including penalties on certain excess contributions and deferrals, certain pre-retirement and post-retirement distributions and certain prohibited transactions, is accorded to accounts maintained as qualified retirement plans. Shareholders should consult their tax advisers for more information. The Fund may be subject to withholding and other taxes imposed by foreign countries with respect to the Fund's investments in certain foreign securities, if any. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes in some cases. Because more than 50% of the Fund's assets at the close of any taxable year will generally not consist of stocks or securities of foreign corporations, the Fund will generally be unable to pass through such taxes to its shareholders, who will therefore generally not be entitled to any foreign tax credit or deduction with respect to their investment in the Fund. The Fund will deduct such taxes in determining the amount it has available for distribution to shareholders. The Fund is required to accrue income on any debt securities that have more than a de minimus amount of original issue discount (or debt securities acquired at a market discount, if the Fund elects to include market discount in income currently) prior to the receipt of the corresponding cash payments. The mark to market rules applicable to certain options and futures contracts may also require the Fund to recognize gain within a concurrent receipt of cash. However, the Fund must distribute to shareholders for each taxable year substantially all of its net income and net capital gains, including such income or gain, to qualify as a regulated investment company and avoid liability for any federal income or excise tax. Therefore, the Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or borrow cash, to satisfy these distribution requirements. 39 A state income (and possibly local income and/or intangible property) tax exemption is generally available to the extent the Fund's distributions are derived from interest on (or, in the case of intangibles property taxes, the value of its assets is attributable to) certain U.S. Government obligations, provided in some states that certain thresholds for holdings of such obligations and/or reporting requirements are satisfied. The Fund will not seek to satisfy any threshold or reporting requirements that may apply in particular taxing jurisdictions, although the Fund may in its sole discretion provide relevant information to shareholders. The Fund will be required to report to the Internal Revenue Service (the "IRS") all taxable distributions to shareholders, as well as gross proceeds from the redemption or exchange of Fund shares, except in the case of certain exempt recipients, i.e., corporations and certain other investors distributions to which are exempt from the information reporting provisions of the Code. Under the backup withholding provisions of Code Section 3406 and applicable Treasury regulations, all such reportable distributions and proceeds may be subject to backup withholding of federal income tax in the case of non-exempt shareholders who fail to furnish the Fund with their correct taxpayer identification number and certain certifications required by the IRS or if the IRS or a broker notifies the Fund that the number furnished by the shareholder is incorrect or that the shareholder is subject to backup withholding as a result of failure to report interest or dividend income. The Fund may refuse to accept an application that does not contain any required taxpayer identification number or certification that the number provided is correct. If the backup withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in shares, will be reduced by the amounts required to be withheld. Any amounts withheld may be credited against a shareholder's U.S. federal income tax liability. Investors should consult their tax advisers about the applicability of the backup withholding provisions. The Fund may be required to account for its transactions in forward rolls or swaps, caps, floors and collars in a manner that, under certain circumstances, may limit the extent of its participation in such transactions. Additionally, the Fund may be required to recognize gain, but not loss, if a swap or other transaction is treated as a constructive sale of an appreciated financial position in the Fund's portfolio. The Fund may have to sell portfolio securities under disadvantageous circumstances to generate cash, or borrow cash, to satisfy these distribution requirements. The Fund may invest in debt obligations that are in the lower rating categories or are unrated, including debt obligations of issuers not currently paying interest as well as issuers who are in default. Investments in debt obligations that are at risk of or in default present special tax issues for the Fund. Tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, original issue discount, or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default should be allocated between principal and income, and whether exchanges of debt obligations in a workout context are taxable. These and other issues will be addressed by the Fund, in the event it invests in such securities, in order to reduce the risk of distributing insufficient income to preserve its status as a regulated investment company and seek to avoid becoming subject to Federal income or excise tax. Limitations imposed by the Code on regulated investment companies like the Fund may restrict the Fund's ability to enter into futures and options transactions. Certain options and futures transactions undertaken by the Fund may cause the Fund to recognize gains or losses from marking to market even though its positions have not been sold or terminated and affect the character as long-term or short-term and timing of some capital gains and losses realized by the Fund. Also, some of the Fund's losses on its transactions involving options and futures contracts and/or offsetting or successor portfolio positions may be deferred rather than being taken into account currently in calculating the Fund's taxable income or gain. Certain of such transactions may also cause the 40 Fund to dispose of investments sooner than would otherwise have occurred. These transactions may thereafter affect the amount, timing and character of the Fund's distributions to shareholders. Some of the applicable tax rules may be modified if the Fund is eligible and chooses to make one or more of certain tax elections that may be available. The Fund will take into account the special tax rules (including consideration of available elections) applicable to options and futures transactions in order to seek to minimize any potential adverse tax consequences. The foregoing discussion relates solely to U.S. Federal income tax law as applicable to U.S. persons (i.e., U.S. citizens or residents and U.S. domestic corporations, partnerships, trusts or estates) subject to tax under such law. The discussion does not address special tax rules applicable to certain types of investors, such as tax-exempt entities, insurance companies and financial institutions. Dividends, capital gain distributions and ownership of or gains realized on the redemption (including an exchange) of shares of the Fund may also be subject to state and local taxes. Shareholders should consult their own tax advisers as to the Federal, state or local tax consequences of ownership of shares of, and receipt of distributions from, the Fund in their particular circumstances. Non-U.S. investors not engaged in a U.S. trade or business with which their Fund investment in the Fund is effectively connected will be subject to U.S. Federal income tax treatment that is different from that described above. These investors may be subject to nonresident alien withholding tax at the rate of 30% (or a lower rate under an applicable tax treaty), on amounts treated as ordinary dividends from the Fund and, unless an effective IRS Form W-8, W-8BEN or other authorized withholding certificate is on file and to backup withholding on certain other payments from the Fund. Non-U.S. investors should consult their tax advisors regarding such treatment and the application of foreign taxes to an investment in the Fund. The Fund is not subject to Massachusetts corporate excise or franchise taxes. The Fund anticipates that, provided that the Fund qualifies as a regulated investment company under the Code, it will also not be required to pay any Massachusetts income tax. CALCULATION OF PERFORMANCE For the 30-day period ending May 31, 2001, the yield on Class A, Class B and Class C shares of the Fund was 7.23%, 6.87% and 6.79%, respectively. The average annual total return of the Class A shares of the Fund for the 1 year, 5 year and 10 year periods ended May 31, 2001 was 7.30%, 6.13% and 7.32%, respectively. The average total return of Class B shares of the Fund for the 1 year and 5 years and since inception on November 23, 1993 was 6.64%, 6.07% and 5.81%, respectively. The average total return of Class C shares of the Fund for the 1 year period and since inception on October 1, 1998 was 9.50% and 3.15%, respectively The Fund may advertise yield, where appropriate. The Fund's yield is computed by dividing net investment income per share determined for a 30-day period by the maximum offering price per share (which includes the full sales charge, where applicable) on the last day of the period, according to the following standard formula: 6 Yield = 2 ( [ ( a - b ) + 1 ] - 1 ) ------- cd 41 Where: a = dividends and interest earned during the period. b = net expenses accrued during the period. c = the average daily number of fund shares outstanding during the period that would be entitled to receive dividends. d = the maximum offering price per share on the last day of the period (NAV where applicable). Total return is computed by finding the average annual compounded rate of return over the 1 year, 5 year and 10 year periods that would equate the initial amount invested to the ending redeemable value according to the following formula: n _____ T = \ /ERV/P - 1 Where: P = a hypothetical initial investment of $1,000. T = average annual total return. n = number of years. ERV = ending redeemable value of hypothetical $1,000 investment made at the beginning of the 1 year, 5 year and 10 year periods. Because each class has its own sales charge and fee structure, the classes have different performance results. In the case of each class, this calculation assumes the maximum sales charge is included in the initial investment or the CDSC applied at the end of the period, respectively. This calculation assumes that all dividends and distributions are reinvested at net asset value on the reinvestment dates during the period. The "distribution rate" is determined by annualizing the result of dividing the declared dividends of the Fund during the period stated by the maximum offering price or net asset value at the end of the period. Excluding the Fund's sales charge from the distribution rate produces a higher rate. In addition to average annual total returns, the Fund may quote unaveraged or cumulative total returns reflecting the simple change in value of an investment over a stated period. Cumulative total returns may be quoted as a percentage or as a dollar amount, and may be calculated for a single investment, a series of investments, and/or a series of redemptions, over any time period. Total returns may be quoted with or without taking the Fund's sales charge on Class A shares or the CDSC on Class B or Class C shares into account. Excluding the Fund's sales charge on Class A shares and the CDSC on Class B or Class C shares from a total return calculation produces a higher total return figure. From time to time, in reports and promotional literature, the Fund's yield and total return will be compared to indices of mutual funds and bank deposit vehicles such as Lipper Analytical Services, Inc.'s "Lipper - Fixed Income Fund Performance Analysis," a monthly publication which tracks net assets, total return, and yield on fixed income mutual funds in the United States. Ibottson and Associates, CDA Weisenberger and F.C. Towers are also used for comparison purposes, as well as the Russell and Wilshire Indices. Comparisons may also be made to bank certificates of deposit ("CD's") which differ from mutual funds, such as the Fund, in several ways. The interest rate established by the sponsoring bank is fixed for the term of a CD. There are penalties for early withdrawal from CDs, and the principal on a CD is insured. 42 Performance rankings and ratings reported periodically in and excerpts from, national financial publications such as MONEY Magazine, FORBES, BUSINESS WEEK, THE WALL STREET JOURNAL, MICROPAL, INC., MORNINGSTAR, STANGER'S and BARRON'S, etc. may also be utilized. The Fund's promotional and sales literature may make reference to the Fund's "beta." Beta reflects the market-related risk of the Fund by showing how responsive the Fund is to the market. The performance of the Fund is not fixed or guaranteed. Performance quotations should not be considered to be representations of performance of the Fund for any period in the future. The performance of the Fund is a function of many factors including its earnings, expenses and number of outstanding shares. Fluctuating market conditions; purchases, sales and maturities of portfolio securities; sales and redemptions of shares of beneficial interest; and changes in operating expenses are all examples of items that can increase or decrease the Fund's performance. BROKERAGE ALLOCATION Decisions concerning the purchase and sale of portfolio securities and the allocation of brokerage commissions are made by the Adviser pursuant to recommendations made by its investment committee of the Adviser, which consists of officers and directors of the Adviser and affiliates, and Trustees who are interested persons of the Fund. Orders for purchases and sales of securities are placed in a manner which, in the opinion of the Adviser, will offer the best price and market for the execution of each such transaction. Purchases from underwriters of portfolio securities may include a commission or commissions paid by the issuer and transactions with dealers serving as market makers reflect a "spread." Debt securities are generally traded on a net basis through dealers acting for their own account as principals and not as brokers; no brokerage commissions are payable on such transactions. In the U.S. Government securities market, securities are generally traded on a "net" basis with dealers acting as principal for their own account without a stated commission, although the price of the security usually includes a profit to the dealer. On occasion, certain money market instruments and agency securities may be purchased directly from the issuer, in which case no commissions or premiums are paid. In other countries, both debt and equity securities are traded on exchanges at fixed commission rates. Commissions on foreign transactions are generally higher than the negotiated commission rates available in the U.S. There is generally less government supervision and regulation of foreign stock exchanges and broker-dealers than in the U.S. The Fund's primary policy is to execute all purchases and sales of portfolio instruments at the most favorable prices consistent with best execution, considering all of the costs of the transaction including brokerage commissions. This policy governs the selection of brokers and dealers and the market in which a transaction is executed. Consistent with the foregoing primary policy, the Conduct Rules of the National Association of Securities Dealers, Inc. and other policies as the Trustees may determine, the Adviser may consider sales of shares of the Fund as a factor in the selection of broker-dealers to execute the Fund's portfolio transactions. To the extent consistent with the foregoing, the Fund will be governed in the selection of brokers and dealers, and the negotiation of brokerage commission rates and dealer spreads, by the reliability and quality of the services, including primarily the availability and value of research information and to a lesser extent statistical assistance furnished to the Adviser of the Fund, and their value and expected contribution to the performance of the Fund. It is not possible to place a dollar value on information and services to be received from brokers and dealers, since it is only supplementary to the research efforts of the Adviser. The receipt of research information is not expected to reduce significantly the expenses of the Adviser. The research information and statistical assistance furnished by brokers and dealers may benefit the Life 43 Company or other advisory clients of the Adviser, and, conversely, brokerage commissions and spreads paid by other advisory clients of the Adviser may result in research information and statistical assistance beneficial to the Fund. The Fund will make no commitment to allocate portfolio transactions upon any prescribed basis. While the Adviser's officers will be primarily responsible for the allocation of the Fund's brokerage business, the policies in this regard must be consistent with the foregoing and will at all times be subject to review by the Trustees. For the fiscal years ended May 31, 1999, 2000 and 2001, negotiated brokerage commissions were $23,247, $24,185 and $1,232, respectively. As permitted by Section 28(e) of the Securities Exchange Act of 1934, the Fund may pay to a broker which provides brokerage and research services to the Fund an amount of disclosed commission in excess of the commission which another broker would have charged for effecting that transaction. This practice is subject to a good faith determination by the Trustees that such price is reasonable in light of the services provided and to such policies as the Trustees may adopt from time to time. During the fiscal year end May 31, 2001 the Fund did not pay commissions to compensate any brokers for research services such as industry, economic and company reviews and evaluations of securities. The Adviser's indirect parent, the Life Company, is the indirect sole shareholder of Signator Investors, Inc., a broker-dealer (until January 1, 1999, John Hancock Distributors, Inc.) "Signator" or "Affiliated Broker"). Pursuant to procedures determined by the Trustees and consistent with the above policy of obtaining best net results, the Fund may execute portfolio transactions with or through Affiliated Brokers. For the fiscal years ended May 31, 1999, 2000 and 2001, the Fund did not execute any portfolio transactions with Affiliated Brokers. Signator may act as broker for the Fund on exchange transactions, subject, however, to the general policy of the Fund set forth above and the procedures adopted by the Trustees pursuant to the Investment Company Act. Commissions paid to an Affiliated Broker must be at least as favorable as those which the Trustees believe to be contemporaneously charged by other brokers in connection with comparable transactions involving similar securities being purchased or sold. A transaction would not be placed with an Affiliated Broker if the Fund would have to pay a commission rate less favorable than the Affiliated Broker's contemporaneous charges for comparable transactions for its other most favored, but unaffiliated, customers except for accounts for which the Affiliated Broker acts as a clearing broker for another brokerage firm, and any customers of the Affiliated Broker not comparable to the Fund as determined by a majority of the Trustees who are not interested persons (as defined in the Investment Company Act) of the Fund, the Adviser or the Affiliated Broker. Because the Adviser, which is affiliated with the Affiliated Brokers, has, as an investment adviser to the Fund, the obligation to provide investment management services, which includes elements of research and related investment skills, such research and related skills will not be used by the Affiliated Brokers as a basis for negotiating commissions at a rate higher than that determined in accordance with the above criteria. Other investment advisory clients advised by the Adviser may also invest in the same securities as the Fund. When these clients buy or sell the same securities at substantially the same time, the Adviser may average the transactions as to price and allocate the amount of available investments in a manner which the Adviser believes to be equitable to each client, including the Fund. Because of this, client accounts in a particular style may sometimes not sell or acquire securities as quickly or at the same prices as they might if each were managed and traded individually. 44 For purchases of equity securities, when a complete order is not filled, a partial allocation will be made to each account pro rata based on the order size. For high demand issues (for example, initial public offerings), shares will be allocated pro rata by account size as well as on the basis of account objective, account size ( a small account's allocation may be increased to provide it with a meaningful position), and the account's other holdings. In addition, an account's allocation may be increased if that account's portfolio manager was responsible for generating the investment idea or the portfolio manager intends to buy more shares in the secondary market. For fixed income accounts, generally securities will be allocated when appropriate among accounts based on account size, except if the accounts have different objectives or if an account is too small to get a meaningful allocation. For new issues, when a complete order is not filled, a partial allocation will be made to each account pro rata based on the order size. However, if a partial allocation is too small to be meaningful, it may be reallocated based on such factors as account objectives, duration benchmarks and credit and sector exposure. For example, value funds will likely not participate in initial public offerings s frequently as growth funds. In some instances, this investment procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for it. On the other hand, to the extent permitted by law, the Adviser may aggregate securities to be sold or purchased for the Fund with those to be sold or purchased for other clients managed by it in order to obtain best execution. TRANSFER AGENT SERVICES John Hancock Signature Services, Inc., 1 John Hancock Way, Suite 1000, Boston, Massachusetts 02217-1000, a wholly owned indirect subsidiary of the Life Company, is the transfer and dividend paying agent for the Fund. The Fund pays Signature Services an annual fee of $21.00 for each Class A shareholder account, $23.50 for each Class B shareholder account and $22.50 for each Class C shareholder account. For Class A, B and C, the Fund also pays certain out-of-pocket expenses. These expenses are charged to the Fund by account, aggregated and allocated to each class on the basis of their relative net asset values. The Fund pays Signature Services an annual fee of 0.05% of average daily net assets attributable to Class I shares plus certain out-of-pocket expenses. CUSTODY OF PORTFOLIO Portfolio securities of the Fund are held pursuant to a custodian agreement between the Fund and Investors Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts 02116. Under the custodian agreement, Investors Bank & Trust Company performs custody, portfolio and fund accounting services. Effective December, 2001, the new custodian is The Bank of New York, One Wall Street, New York, New York 10286. Under the new custodian agreement, The Bank of New York performs custody, Foreign Custody Manager and fund accounting services. INDEPENDENT AUDITORS Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116, has been selected as the independent auditors of the Fund. The financial statements of the Fund, incorporated by reference in the Prospectus and this Statement of Additional Information have been audited by Ernst & Young LLP for the periods indicated in their report thereon appearing elsewhere herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 45 APPENDIX A- Description of Investment Risk MORE ABOUT RISK A fund's risk profile is largely defined by the fund's principal securities and investment practices. You may find the most concise description of the fund's risk profile in the prospectus. A fund is permitted to utilize -- within limits established by the trustees -- certain other securities and investment practices that have higher risks and opportunities associated with them. To the extent that the fund utilizes these securities or practices, its overall performance may be affected, either positively or negatively. On the following pages are brief definitions of certain associated risks with them, with examples of related securities and investment practices included in brackets. See the "Investment Objectives and Policies" and "Investment Restrictions" sections of this Statement of Additional Information for a description of this Fund's investment policies. The fund follows certain policies that may reduce these risks. As with any mutual fund, there is no guarantee that the fund will earn income or show a positive total return over any period of time -- days, months or years. TYPES OF INVESTMENT RISK Correlation risk The risk that changes in the value of a hedging instrument will not match those of the asset being hedged (hedging is the use of one investment to offset the effects of another investment). Incomplete correlation can result in unanticipated risks. (e.g., currency contracts, futures and related options, options on securities and indices, swaps, caps, floors and collars). Credit risk The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. (e.g., non- investment-grade debt securities, borrowing; reverse repurchase agreements, covered mortgage dollar roll transactions, repurchase agreements, securities lending, brady bonds, foreign debt securities, in-kind, delayed and zero coupon debt securities, asset-backed securities, mortgage-backed securities, participation interest, options on securities, structured securities and swaps, caps floors and collars). Currency risk The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign currency-denominated investments, and may widen any losses.(e.g., foreign debt securities, currency contracts, swaps, caps, floors and collars). Extension risk The risk that an unexpected rise in interest rates will extend the life of a mortgage-backed security beyond the expected prepayment time, typically reducing the security's value.(e.g. mortgage-backed securities and structured securities). Interest rate risk The risk of market losses attributable to changes in interest rates. With fixed-rate securities, a rise in interest rates typically causes a fall in values, while a fall in rates typically causes a rise in values. (e.g., non-investment-grade debt securities, covered mortgage dollar roll transactions, brady bonds, foreign debt securities, in-kind, delayed and zero coupon debt securities, asset-backed securities, mortgage-backed securities, participation interest, swaps, caps, floors and collars). Leverage risk Associated with securities or practices (such as borrowing) that multiply small index or market movements into large changes in value. (e.g. borrowing; reverse repurchase agreements, covered mortgage dollar roll transactions, when-issued securities and forward commitments, currency contracts, financial futures and options; securities and index options, structured securities, swaps, caps, floors and collars). A-1 o Hedged When a derivative (a security whose value is based on another security or index) is used as a hedge against an opposite position that the fund also holds, any loss generated by the derivative should be substantially offset by gains on the hedged investment, and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. o Speculative To the extent that a derivative is not used as a hedge, the fund is directly exposed to the risks of that derivative. Gains or losses from speculative positions in a derivative may be substantially greater than the derivative's original cost. Liquidity risk The risk that certain securities may be difficult or impossible to sell at the time and the price that the seller would like. The seller may have to lower the price, sell other securities instead, or forego an investment opportunity, any of which could have a negative effect on fund management or performance. (e.g. non-investment-grade debt securities, restricted and illiquid securities, mortgage-backed securities, participation interest, currency contracts, futures and related options; securities and index options, structured securities, swaps, caps, floors and collars). Management risk The risk that a strategy used by a fund's management may fail to produce the intended result. Common to all mutual funds. Market risk The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector of the bond market or the market as a whole. Common to all stocks and bonds and the mutual funds that invest in them. (e.g. covered mortgage dollar roll transactions, short-term trading, when-issued securities and forward commitments, brady bonds, foreign debt securities, in-kind, delayed and zero coupon debt securities, restricted and illiquid securities, rights and warrants, financial futures and options; and securities and index options, structured securities). Natural event risk The risk of losses attributable to natural disasters, crop failures and similar events. Opportunity risk The risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.(e.g. covered mortgage dollar roll transactions, when-issued securities and forward commitments, currency contracts, financial futures and options; securities and securities and index options). Political risk The risk of losses attributable to government or political actions, from changes in tax or trade statutes to governmental collapse and war. (e.g., brady bonds and foreign debt securities). Prepayment risk The risk that unanticipated prepayments may occur during periods of falling interest rates, reducing the value of mortgage-backed securities. (e.g., mortgage backed securities). Valuation risk The risk that a fund has valued certain of its securities at a higher price than it can sell them for. (e.g., non-investment-grade debt securities, participation interest, structured securities, swaps, caps, floors and collars). A-2 APPENDIX B- Description of Bond Ratings Moody's describes its lower ratings for corporate bonds as follows: Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterized bonds in this class. Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. Bonds which are rated Ca represented obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. Bonds which are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing. Moody's describes its three highest ratings for commercial paper as follows: Issuers rated P-1 (or related supporting institutions) have a superior capacity for repayment of short-term promissory obligations. P-1 repayment capacity will normally be evidenced by the following characteristics: (1) leading market positions in well- established industries; (2) high rates of return on funds employed; (3) conservative capitalization structures with moderate reliance on debt and ample asset protections; (4) broad margins in earnings coverage of fixed financial charges and high internal cash generation; and (5) well established access to a range of financial markets and assured sources of alternate liquidity. Issuers rated P-2 (or related supporting institutions) have a strong capacity for repayment of short-term promissory obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained. Issuers rated P-3 (or supporting institutions) have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained. B-1 Standard & Poor's describes its lower ratings for corporate bonds as follows: BBB Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. BB, B, CCC, CC, C, D Debt rated 'BB', 'B', 'CCC', 'CC', 'C' and 'D' is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. 'BB' indicates the lowest degree of speculation and 'C' the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. BB Debt rated 'BB' has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The 'BB' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied 'BBB-' rating. B Debt rated 'B' has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The 'B' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied 'BB' or 'BB-' rating. CCC Debt rated 'CCC' has a currently identifiable vulnerability to default, and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The 'CCC' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied 'B' or 'B-' rating. CC The rating 'CC' is typically applied to debt subordinated to senior debt that is assigned an actual or implied 'CCC' rating. C The rating 'C' is typically applied to debt subordinated to senior debt which is assigned an actual or implied 'CCC-' debt rating. The 'C' rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued. D The rating 'D' is typically applied when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments n an obligation are jeopardized. Standard & Poor's describes its three highest ratings for commercial paper as follows: A-1. This designation indicated that the degree of safety regarding timely payment is very strong. B-2 A-2. Capacity for timely payment on issues with this designation is strong. However, the relative degree of safety is not as overwhelming as for issues designated A-1. A-3. Issues carrying this designation have a satisfactory capacity for timely payment. They are, however, somewhat more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations. Issuers rated P-2 (or related supporting institutions) have a strong capacity for repayment of short-term promissory obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained. Issuers rated P-3 (or supporting institutions) have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained. B-3 FINANCIAL STATEMENTS The financial statements listed below are included in the Fund's 2001 Annual Report to Shareholders for the year ended May 31, 2001 (filed electronically July 24, 2001, accession number 0000928816-01-500359) and are included in and incorporated by reference into Part B of this registration statement of John Hancock Sovereign Bond Fund (files nos. 811-2402 and 2-48925). John Hancock Bond Fund Statement of Assets and Liabilities as of May 31, 2001. Statement of Operations for the fiscal year ended May 31, 2001. Statement of Changes in Net Assets for each of the periods indicated therein. Financial Highlights for each of the periods indicated therein. Schedule of Investments as of May 31, 2001. Notes to Financial Statements. Report to Independent Auditors. F-1 JOHN HANCOCK SOVEREIGN BOND PART C. OTHER INFORMATION Item 23. Exhibits: The exhibits to this Registration Statement are listed in the Exhibit Index hereto and are incorporated herein by reference. Item 24. Persons Controlled by or under Common Control with Registrant. No person is directly or indirectly controlled by or under common control with Registrant. Item 25. Indemnification. Indemnification provisions relating to the Registrant's Trustees, officers, employees and agents is set forth in Article IV of the Registrant's Declaration of Trust included as Exhibit 1 herein. Under Section 12 of the Distribution Agreement, John Hancock Funds, Inc. ("John Hancock Funds") has agreed to indemnify the Registrant and its Trustees, officers and controlling persons against claims arising out of certain acts and statements of John Hancock Funds. Section 9(a) of the By-Laws of John Hancock Life Insurance Company ("the Insurance Company") provides, in effect, that the Insurance Company will, subject to limitations of law, indemnify each present and former director, officer and employee of the Insurance Company who serves as a Trustee or officer of the Registrant at the direction or request of the Insurance Company against litigation expenses and liabilities incurred while acting as such, except that such indemnification does not cover any expense or liability incurred or imposed in connection with any matter as to which such person shall be finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Insurance Company. In addition, no such person will be indemnified by the Insurance Company in respect of any final adjudication unless such settlement shall have been approved as in the best interests of the Insurance Company either by vote of the Board of Directors at a meeting composed of directors who have no interest in the outcome of such vote, or by vote of the policyholders. The Insurance Company may pay expenses incurred in defending an action or claim in advance of its final disposition, but only upon receipt of an undertaking by the person indemnified to repay such payment if he should be determined not to be entitled to indemnification. Article IX of the By-Laws of John Hancock Advisers, Inc. ("the Adviser") provide as follows: C-1 "Section 9.01. Indemnity. Any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was at any time since the inception of the Corporation a director, officer, employee or agent of the Corporation or is or was at any time since the inception of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and the liability was not incurred by reason of gross negligence or reckless disregard of the duties involved in the conduct of his office, and expenses in connection therewith may be advanced by the Corporation, all to the full extent authorized by the law." "Section 9.02. Not Exclusive; Survival of Rights: The indemnification provided by Section 9.01 shall not be deemed exclusive of any other right to which those indemnified may be entitled, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person." Insofar as indemnification for liabilities under the Securities Act of 1933 (the "Act") may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the Registrant's Declaration of Trust and By-Laws of John Hancock Funds, the Adviser, or the Insurance Company or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 26. Business and Other Connections of Investment Advisers. For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and Directors of the Adviser, reference is made to Form ADV (801-8124) filed under the Investment Advisers Act of 1940, which is incorporated herein by reference. Item 27. Principal Underwriters. (a) John Hancock Funds acts as principal underwriter for the Registrant and also serves as principal underwriter or distributor of shares for John Hancock Cash Reserve, Inc., John Hancock Bond Trust, John Hancock Current Interest, John Hancock Series Trust, John Hancock Tax-Free Bond Trust, John Hancock California Tax-Free Income Fund, John Hancock Capital Series, John Hancock Sovereign Bond Fund, John Hancock Tax-Exempt Series, John Hancock Strategic Series, John Hancock World Fund, John Hancock Equity Trust, John Hancock Investment Trust, John Hancock Institutional Series Trust, John Hancock Investment Trust II and John Hancock Investment Trust III. (b) The following table lists, for each director and officer of John Hancock Funds, the information indicated. C-2
Name and Principal Positions and Offices Positions and Offices Business Address with Underwriter with Registrant ---------------- ---------------- --------------- Maureen R. Ford Director, Chairman, Trustee, Chairman, President 101 Huntington Avenue and Chief Executive and Chief Executive Officer Boston, Massachusetts Officer Robert H. Watts Director, Executive Vice None John Hancock Place President and Chief P.O. Box 111 Compliance Officer Boston, Massachusetts Richard A. Brown Senior Vice President, Senior Vice President and 101 Huntington Avenue Chief Financial Officer Chief Financial Officer Boston, Massachusetts and Treasurer Susan S. Newton Senior Vice President, Senior Vice President, 101 Huntington Avenue Chief Legal Officer Chief Legal Officer and Secretary Boston, Massachusetts and Secretary William H. King Vice President and Vice President and Treasurer 101 Huntington Avenue Assistant Treasurer Boston, Massachusetts Jeffrey H. Long Vice President, Controller None 101 Huntington Avenue and Assistant Treasurer Boston, Massachusetts Thomas E. Moloney Director None John Hancock Place P.O. Box 111 Boston, Massachusetts Jeanne M. Livermore Director None John Hancock Place P.O. Box 111 Boston, Massachusetts Mark C. Lapman Director None 53 State Street Boston, Massachusetts John M. DeCiccio Director Trustee John Hancock Place P.O. Box 111 Boston, Massachusetts David F. D'Alessandro Director None John Hancock Place P.O. Box 111 Boston, Massachusetts James V. Bowhers President None 101 Huntington Avenue Boston, Massachusetts Keith F. Hartstein Executive Vice President None 101 Huntington Avenue Boston, Massachusetts Kathleen M. Graveline Senior Vice President None John Hancock Place P.O. Box 111 Boston, Massachusetts Peter F. Mawn Senior Vice President None John Hancock Place P.O. Box 111 Boston, Massachusetts C-3 Name and Principal Positions and Offices Positions and Offices Business Address with Underwriter with Registrant ---------------- ---------------- --------------- Karen F. Walsh Vice President None 101 Huntington Avenue Boston, Massachusetts Gary Cronin Vice President None 101 Huntington Avenue Boston, Massachusetts Kristine McManus Vice President None 101 Huntington Avenue Boston, Massachusetts Thomas H. Connors Vice President Vice President and 101 Huntington Avenue Compliance Officer Boston, Massachusetts (c) None. Item 28. Location of Accounts and Records. The Registrant maintains the records required to be maintained by it under Rules 31a-1 (a), 31a-a(b), and 31a-2(a) under the Investment Company Act of 1940 at its principal executive offices at 101 Huntington Avenue, Boston Massachusetts 02199-7603. Certain records, including records relating to Registrant's shareholders and the physical possession of its securities, may be maintained pursuant to Rule 31a-3 at the main office of Registrant's Transfer Agent and Custodian. Item 29. Management Services. Not applicable. Item 30. Undertakings. Not applicable C-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Boston, and The Commonwealth of Massachusetts on the 25th day of October, 2001. JOHN HANCOCK SOVEREIGN BOND FUND By: * -------------------------------- Maureen R. Ford Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- * ------------------------- Trustee, Chairman, President and Maureen R. Ford Chief Executive Officer * ------------------------- Senior Vice President and Richard A. Brown Chief Financial Officer /s/William H. King ------------------------- Vice President, Treasurer October 25, 2001 William H. King (Chief Accounting Officer) * Trustee ------------------------- Dennis S. Aronowitz * Trustee ------------------------- Richard P. Chapman, Jr. * Trustee ------------------------- William J. Cosgrove * Trustee ------------------------- John M. DeCiccio * Trustee ------------------------- Richard A. Farrell * Trustee ------------------------- Gail D. Fosler * Trustee ------------------------- William F. Glavin * Trustee ------------------------- John A. Moore * Trustee ------------------------- Patti McGill Peterson * Trustee ------------------------- John W. Pratt By: /s/Susan S. Newton October 25, 2001 ------------------ Susan S. Newton, Attorney-in-Fact, under Powers of Attorney dated December 7, 1999. Powers of Attorney February 27, 2001 and May 22, 2001. Power of Attorney dated June 23, 2001. Power of Attorney dated September 12, 2001 filed herewith. C-5 John Hancock Bank and Thrift Opportunity Fund John Hancock Patriot Global Dividend Fund John Hancock Bond Trust John Hancock Patriot Preferred Dividend Fund John Hancock California Tax-Free Income Fund John Hancock Patriot Premium Dividend Fund I John Hancock Current Interest John Hancock Patriot Premium Dividend Fund II John Hancock Institutional Series Trust John Hancock Patriot Select Dividend Trust John Hancock Investment Trust John Hancock Series Trust John Hancock Cash Reserve, Inc. John Hancock Tax-Free Bond Trust POWER OF ATTORNEY The undersigned Trustee/Officer of each of the above listed Trusts, each a Massachusetts business trust or Maryland corporation, does hereby severally constitute and appoint Susan S. Newton, WILLIAM H. KING, and AVERY P. MAHER, and each acting singly, to be my true, sufficient and lawful attorneys, with full power to each of them, and each acting singly, to sign for me, in my name and in the capacity indicated below, any Registration Statement on Form N-1A and any Registration Statement on Form N-14 to be filed by the Trust under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the "1933 Act"), and any and all amendments to said Registration Statements, with respect to the offering of shares and any and all other documents and papers relating thereto, and generally to do all such things in my name and on my behalf in the capacity indicated to enable the Trust to comply with the 1940 Act and the 1933 Act, and all requirements of the Securities and Exchange Commission thereunder, hereby ratifying and confirming my signature as it may be signed by said attorneys or each of them to any such Registration Statements and any and all amendments thereto. IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument as of the 12th day of September, 2001. /s/Maureen R. Ford /s/Charles L. Ladner ------------------ -------------------- Maureen R. Ford, as Charles L. Ladner Chairman and Chief Executive Officer /s/John M. DeCiccio /s/Steven R. Pruchansky ------------------- ----------------------- John M. DeCiccio, as Trustee Steven R. Pruchansky /s/James F. Carlin /s/Norman H. Smith ------------------ ------------------ James F. Carlin Norman H. Smith /s/William H. Cunningham /s/John P. Toolan ------------------------ ----------------- William H. Cunningham John P. Toolan /s/Ronald R. Dion ----------------- Ronald R. Dion COMMONWEALTH OF MASSACHIUSETTS) ------------------------------ )ss COUNTY OF SUFFOLK ) ----------------- Then personally appeared the above-named Richard A. Brown, who acknowledged the foregoing instrument to be his free act and deed, before me, this 23rd day of June, 2001. /s/Erika Nager -------------- Notary Public My Commission Expires: June 14, 2007 ------------- s:\general\prwattn\01Sept12.doc John Hancock Sovereign Bond Fund (File no. 2-48925) INDEX TO EXHIBITS 99.(a) Amended and Restated Declaration of Trust of John Hancock Sovereign Bond Fund dated June 8, 1999.****** 99.(a).1 Amendment to Section 5.11 and Establishment and Designation of Class I Shares of Beneficial Interest of John Hancock Sovereign Bond Fund effective August 15, 2001.********* 99.(b) Instrument Fixing the number of Trustees and appointing Individual to fill vacancy dated December 7, 1999.******* 99.(b) By-Laws. Amended and Restated By-Laws dated December 3, 1996*** 99.(c) Instruments Defining Rights of Securities Holders. See exhibits 99.(a) and 99.(b). 99.(d) Investment Advisory Contracts. Investment Advisory Agreement between John Hancock Advisers, Inc. and the Registrant and John Hancock Advisers, Inc. dated January 1, 1994.* 99.(e) Underwriting Contracts. Distribution Agreement between John Hancock Broker Distribution Services, Inc. and the Registrant dated August 1, 1991.* 99.(e).1 Form of Soliciting Dealer Agreement between John Hancock Broker Distribution Services , Inc. and Selected Dealers.****** 99.(e).2 Form of Financial Institution Sales and Service Agreement between John Hancock Funds, Inc. and the John Hancock funds.* 99.(f) Bonus or Profit Sharing Contracts. Not Applicable. 99.(g) Custodian Agreements. Master Custodian Agreement between John Hancock Mutual Funds and Investors Bank and Trust Company dated March 9, 1999.****** 99.(g).1 Amended and Restated Master Custodian Agreement between John Hancock Mutual Funds and Investors Bank & Trust Company dated June 7, 2001.********* 99.(g).2 Custody Agreement between John Hancock Mutual Funds and Bank of New York dated September 10, 2001.+ 99.(h) Other Material Contracts. Amended and Restated Master Transfer Agency and Service Agreement between John Hancock funds and John Hancock Signature Services, Inc. dated June 1, 1998.**** 99.(h).1 Accounting and Legal Services Agreement between John Hancock Advisers, Inc. and the Registrant as of January 1, 1996.** 99.(h).2 Service Agreement between John Hancock Bond Fund (Class A Shares) and Charles Schwab & Co., Inc. dated January 24, 2000.******** 99.(i) Legal Opinion.+ 99.(j) Other Opinions. Auditor's Consent.+ 99.(k) Omitted Financial Statements. Not Applicable. 99.(l) Initial Capital Agreements. Not Applicable. 99.(m) Rule 12b-1 Plans. Amended and Restated Distribution as of May 1, 1995 Class A shares and Class B Shares.**** 99.(m).1 Rule 12b-1 Plans. Amended and Restated Distribution as of October 1, 1998 Class C Shares.***** 99.(n) Not Applicable 99.(o) Rule 18f-3 Plan. John Hancock Funds Class A, Class B and Class C Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3.***** 99.(p) Code of Ethics. John Hancock Advisers and each of the John Hancock Funds.******* C-6 * Previously filed electronically with Registration Statement and/or post-effective amendment no. 39, file nos. 811-2402 and 2-48925 on April 26, 1995, accession number 0000950146-95-000178. ** Previously filed electronically with Registration Statement and/or post -effective amendment no. 40, file nos. 811-2402 and 2-48925 on April 29, 1996, accession number 0001010521-96-000046. *** Previously filed electronically with Registration Statement and/or post -effective amendment no. 42 file nos. 811-2402 and 2-48925 on April 29, 1997, accession number 0001010521-97-000276. **** Previously filed electronically with Registration Statement and/or post-effective amendment no.45, file nos: 811-2402 and 2-48925 on July 16, 1998, accession number 0001010521-98-000293. ***** Previously filed electronically with Registration Statement and/or post-effective amendment no. 46, file number 811-2402 and 2-48925 on September 28, 1998, accession number 0001010521-98-000334. ****** Previously filed electronically with Registration Statement and/or post-effective amendment no. 47, file number 811-2402 and 2-48925 on September 27, 1999, accession number 0001010521-99-000377. ******* Previously filed electronically with Registration Statement and/or post-effective amendment no. 48, file number 811-2402 and 2-48925 on July 25, 2000, accession number 0001010521-00-000354. ******** Previously filed electronically with Registration Statement and/or post-effective amendment no. 49, file number 811-2402 and 2-48925 on September 25, 2000, accession number 0001010521-00-000426. ********* Previously filed electronically with Registration Statement and/or post-effective amendment no. 51, file number 811-2402 and 2-48925 on August 27, 2001, accession number 0001010521-01-500145. + Filed herewith.
C-7 EX-99.G 3 g.txt CUSTODIAN AGREEMENT CUSTODY AGREEMENT AGREEMENT, dated as of September 10, 2001 between each John Hancock Fund listed on Schedule II, each either a business trust organized and existing under the laws of The Commonwealth of Massachusetts, or a Maryland corporation organized and existing under the laws of the state of Maryland, having its principal office and place of business at 101 Huntington Avenue, Boston, Massachusetts 02199 (each the "Fund", collectively the "Funds") and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 ("Custodian"). W I T N E S S E T H: that for and in consideration of the mutual promises hereinafter set forth the Fund and Custodian agree as follows: ARTICLE I DEFINITIONS Whenever used in this Agreement, the following words shall have the meanings set forth below: 1. "Authorized Person" shall be any person, whether or not an officer or employee of the Fund, duly authorized by the Fund's board to execute any Certificate or to give any Oral Instruction or other Instruction on behalf of the Fund and listed in the Certificate annexed hereto as Schedule I hereto or such other Certificate as may be received by Custodian from time to time. 2. "BNY Affiliate" shall mean any office, branch or subsidiary of The Bank of New York Company, Inc. 3. "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees. 4. "Business Day" shall mean any day on which the Fund, Custodian and relevant Depositories are open for business. 5. "Certificate" shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian and signed on behalf of the Fund by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person. 6. "Composite Currency Unit" shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time. 7. "Depository" shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing. 8. "Foreign Depository" shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended (the "'40 Act"), identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing. 9. "Instructions" shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T./I.S.I.T.C., computer-to-computer interface, facsimile transmissions executed by an Authorized Person, or dedicated transmission lines. 10. "Oral Instructions" shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person. 11. "Securities" shall have the same meaning as when used in the Securities Act of 1933, including, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or by a Subcustodian). 12. "Subcustodian" shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located outside the U.S. which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to the Fund from time to time, and their respective successors and nominees. ARTICLE II APPOINTMENT OF CUSTODIAN; ACCOUNTS 1. (a) The Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more separate securities accounts and cash accounts for each Fund in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Fund from the assets of any other Fund. Such accounts (each, an "Account"; collectively, the "Accounts") shall be in the name of the Fund. (b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and Custodian may agree upon (each a "Special Account"), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions. (c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as the Fund and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in a Certificate or Instructions. 2 ARTICLE III CUSTODY AND RELATED SERVICES 1. (a) Subject to the terms hereof, the Fund hereby authorizes Custodian to hold any Securities received by it from time to time for the Fund's account. Custodian shall be entitled to utilize Depositories, Subcustodians, and, subject to subsection(c) of this Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian's agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular subcustodian agreement, Securities deposited with a Subcustodian, a Depositary or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the "Replacement Subcustodian"). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Fund's board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the `40 Act and Rule 17f-5 thereunder. (b) Unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration. (c) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund of any material change in such risks. The Fund acknowledges and agrees, that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians, from trade associations of which Custodian is a member from time to time, or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. As used herein the term "Country Risks" shall mean with respect to any Foreign Depository: (a) the financial 3 infrastructure of the country in which it is organized, (b) such country's prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country's regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the orderly execution of securities transactions or affect the value of securities. Custodian represents that each Foreign Depository in which a Subcustodian is authorized to maintain Fund assets is an "Eligible Securities Depository" as defined in Rule 17f-7 under the '40 Act. Custodian agrees to certify to the Fund's board, annually and upon reasonable request, that each Foreign Depository remains an Eligible Securities Depository. 2. Custodian shall furnish Fund on-line access to daily transactions on a real time basis and a monthly summary of all transfers to or from Fund's account on the first business day after the month end. 3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary: (a) Collect all income, dividends, distributions and other payments due or payable; (b) Present for payment and collect the amount paid upon all Securities which mature; (c) Forward to the Fund promptly copies of all information or documents that it may actually receive from an issuer of Securities which, in the reasonable opinion of Custodian, are intended for the beneficial owner of Securities; (d) Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and (f) Endorse for collection checks, drafts or other negotiable instruments. 4. (a) Custodian promptly shall notify the Fund of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. 4 (b) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on the Fund or provide for discretionary action or alternative courses of action by the Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act provided that Custodian promptly has notified the Fund of such discretionary right or action. In order for Custodian to act, it must receive the Fund's Certificate or Instructions at Custodian's offices, addressed as Custodian may from time to time request, not later than noon (New York time) at least one (1) Business Day prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as Custodian may specify to the Fund). Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities, unless Custodian has failed to timely receive the Fund's Certificate or Instruction and such failure is attributable to Custodian's negligence or willful misconduct. 5. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For domestic and foreign securities Custodian will utilize a proxy service for the exercise of such voting rights. 6. Custodian shall promptly advise the Fund upon Custodian's actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection. 7. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing. 8. The Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto ("Taxes"), with respect to any cash or Securities held on behalf of the Fund or any transaction related thereto. The Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security. In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of the Fund, Custodian is hereby authorized to withdraw cash from that Fund's cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in that Fund's cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the 5 additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have responsibility for providing the Fund with the correct forms and filling them out in a timely and accurate fashion, but no responsibility for the accuracy or validity of the Fund's information on any forms or documentation provided solely by the Fund to Custodian hereunder. The Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian for any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any information provided by the Fund for such forms or other documentation prepared solely by the Fund, and such obligation to indemnify shall be a continuing obligation of the Fund, its successors and assigns notwithstanding the termination of this Agreement. 9. (a) For the purpose of settling Securities and foreign exchange transactions, the Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, "sufficient immediately available funds" shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Fund with immediately available funds each day which result from the contractual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Fund may specify to Custodian. (b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. The Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Fund. The Fund shall bear all investment risks of investing in Securities or holding cash denominated in a foreign currency. 10. Custodian shall promptly send to the Fund (a) any reports it receives from a Depository on such Depository's system of internal accounting control, and (b) such reports on its own system of internal accounting control as the Fund may reasonably request from time to time. 6 ARTICLE IV PURCHASE AND SALE OF SECURITIES; CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. The Fund understands that when Custodian is instructed to deliver physical Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of physical Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction. ARTICLE V OVERDRAFTS OR INDEBTEDNESS 1. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities by such Fund, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises with respect to a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if any Fund is for any other reason indebted to Custodian (except a borrowing for investment or for temporary or emergency purposes pursuant to a separate agreement), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to such Fund payable on demand and shall bear interest from the date incurred at such rate per annum as such Fund and Custodian may agree upon from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security 7 entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. Such Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. Custodian shall promptly advise any Fund whenever such Fund has an overdraft or indebtedness bearing interest as provided in this Article, or whenever Custodian intends to realize upon its lien, security interest or security entitlement. 2. If the Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the `40 Act and the Fund's prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be the name of the Series for which such money was received. ARTICLE VI SALE AND REDEMPTION OF SHARES 1. Whenever the Fund shall sell any shares issued by the Fund ("Shares") it shall deliver to Custodian a Certificate or Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series. 2. Upon receipt of such money, Custodian shall credit such money to an Account in the name of the Series for which such money was received. 3. Except as provided hereinafter, whenever the Fund desires Custodian to make payment out of the money held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate or Instructions out of the money held in an Account of the appropriate Series. 8 ARTICLE VII PAYMENT OF DIVIDENDS OR DISTRIBUTIONS 1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date. 2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the money held for the account of such Series the total amount payable to the dividend agent of the Fund specified therein. ARTICLE VIII CONCERNING CUSTODIAN 1. (a) Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees (collectively, "Losses"), incurred by or asserted against the Fund, except those Losses arising out of Custodian's own negligence or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories or any Foreign Depositories. With respect to any Losses incurred by the Fund as a result of the acts or failures to act by a Subcustodian which is either a BNY Affiliate or listed on Appendix A hereto, Custodian shall be liable to the Fund for such Losses, but only to the extent such Losses arise out of or are caused by acts or failures to act by such Subcustodian which are contrary to the prevailing practices or standard of care in the relevant market in which such Subcustodian operates. With respect to any Losses incurred by the Fund as a result of the acts or failures to act by a Subcustodian which is not a BNY Affiliate and is not listed on Appendix A hereto, Custodian shall take appropriate action to recover such Losses from such Subcustodian, and Custodian's sole responsibility and liability to the Fund shall be limited to amounts so received from such Subcustodians (exclusive of costs and expenses incurred by Custodian). In no event shall Custodian be liable 9 to the Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall BNY or any Subcustodian be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian; (ii) for acting in accordance with Instructions; (iii) for conclusively presuming that all Instructions other than Oral Instructions are given only by person(s) duly authorized; (iv) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, interruption, loss or malfunction of utilities or communication services, or, but only to the extent beyond Custodian's reasonable control, and only if Custodian is maintaining the same and appropriate back-up system(s) in accordance with industry standards and practices, interruption, loss, or malfunction of computers (hardware or software); or (v) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Fund, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies. (b) Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder. (c) The Fund agrees to indemnify and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian performance hereunder, including reasonable fees and expenses of counsel, provided however, that the Fund shall not indemnify Custodian for those Losses arising out of Custodian's own negligence or willful misconduct, nor for any Losses which constitute indirect, special, or consequential damages, or lost profits or loss of business. Custodian agrees to indemnify and hold the Fund harmless from and against any and all Losses, including reasonable fees and expenses of counsel, sustained or incurred by or asserted against the Fund arising out of Custodian's own negligence or willful misconduct, provided, however, that Custodian shall not indemnify the Fund for any Losses which constitute indirect, special, or consequential damages, or lost profits or loss of business. This indemnity shall be a continuing obligation of Fund and Custodian, their successors and assigns, notwithstanding the termination of this Agreement. 2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for: (a) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor; (b) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor; (c) The legality of the declaration or payment of any dividend or distribution by the Fund; (d) The legality of any borrowing by the Fund; (e) Whether any Securities at any time delivered to, or held by Custodian or by any Subcustodian, for the account of the Fund are such as properly may be held by the Fund under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund. 10 3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of counsel at its own expense and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice. 4. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any Securities transactions effected for a Fund. 5. The Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian's standard rates for such services as may be applicable. The Fund shall also reimburse Custodian for out-of-pocket expenses which are a normal incident of the services provided hereunder. 6. With instructions from an Authorized Person of the Fund, the Custodian has the right to debit any cash account for any amount payable by the Fund in connection with any and all obligations of the Fund to Custodian. Custodian will use its bet efforts to consult with Fund's investment advisor about the selection of securities used to offset that Fund's obligations to Custodian. Any such asset of, or obligation to the Fund may be transferred to Custodian and any BNY Affiliate in order to effect the above rights. 7. The Fund will make its best efforts to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. Fund and Custodian agree that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall affect the validity and enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Fund's use thereof shall be subject to the Terms and Conditions attached as Appendix I hereto, and Custodian shall provide user and authorization codes, passwords and authentication keys only to an Authorized Person. 8. The books and records pertaining to the Fund which are in possession of Custodian shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the `40 Act and the rules thereunder. The Fund, or its authorized representatives, shall have access to such books and records during Custodian's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative. Upon the reasonable request of the Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained. 9. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. Custodian shall provide the Fund with any report obtained by Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Fund may reasonably request from time to time. 11 ARTICLE IX TERMINATION 1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than sixty (60) days after the date of giving of such notice. In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Fund's Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor custodian or custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor custodian or custodians. In the absence of such designation by the Fund, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled. 2. If a successor custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement. ARTICLE X MISCELLANEOUS 1. The Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons. 2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at 100 Church Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing. 12 3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at 101 Huntington Avenue, Boston, Massachusetts 02199, or at such other place as the Fund may from time to time designate in writing. 4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right. 5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Appendix I hereto need be signed only by Custodian. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other. 6. This Agreement shall be construed in accordance with the substantive laws of The Commonwealth of Massachusetts, without regard to conflicts of laws principles thereof. The Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. 7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. 8. Fund and Custodian agree that the obligations of each Fund are not binding upon any of the Trustees/Directors, officers or shareholders of the Fund individually, but are binding only upon that Fund and its assets. Each Fund shall be severally, not jointly, liable only for its own obligations under this Agreement. 13 IN WITNESS WHEREOF, the Fund and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written. Each John Hancock Fund listed on Schedule II By: /s/Richard A. Brown ------------------- Title: SeniorVice President & CFO THE BANK OF NEW YORK By: /s/James E. Hillman ------------------- Title: Senior Vice President 14 SCHEDULE II John Hancock Funds (As of September 10, 2001) -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 04-3478429 John Hancock 500 Index Fund -------------------------------------------------------------------------------- 04-3260673 John Hancock Active Bond Fund -------------------------------------------------------------------------------- 04-3167136 John Hancock Balanced Fund -------------------------------------------------------------------------------- 04-3241844 John Hancock Bank & Thrift Opportunity Fund -------------------------------------------------------------------------------- 04-3551118 John Hancock Biotechnology Fund -------------------------------------------------------------------------------- 04-2528977 John Hancock Bond Fund -------------------------------------------------------------------------------- 76-0296100 John Hancock California Tax-Free Income Fund -------------------------------------------------------------------------------- 95-3464388 John Hancock Cash Reserve, Inc. -------------------------------------------------------------------------------- 04-3551126 John Hancock Communications Fund -------------------------------------------------------------------------------- 04-3551129 John Hancock Consumer Industries Fund -------------------------------------------------------------------------------- 04-3122478 John Hancock Core Equity Fund -------------------------------------------------------------------------------- 04-3260682 John Hancock Core Growth Fund -------------------------------------------------------------------------------- 04-3260681 John Hancock Core Value Fund -------------------------------------------------------------------------------- 04-3260671 John Hancock Dividend Performers Fund -------------------------------------------------------------------------------- 04-3409706 John Hancock European Equity Fund -------------------------------------------------------------------------------- 04-3305812 John Hancock Financial Industries Fund -------------------------------------------------------------------------------- 56-1662953 John Hancock Financial Trends, Inc. -------------------------------------------------------------------------------- 04-3535633 John Hancock Focused Relative Value Fund -------------------------------------------------------------------------------- 04-3313164 John Hancock Focused Small Cap Growth Fund -------------------------------------------------------------------------------- 04-6944774 John Hancock Fundamental Value Fund -------------------------------------------------------------------------------- 04-6543623 John Hancock Global Fund -------------------------------------------------------------------------------- 76-0230587 John Hancock Government Income Fund -------------------------------------------------------------------------------- 04-3524763 John Hancock Growth Trends Fund (add Class I eff 11/15/01) -------------------------------------------------------------------------------- 04-3124238 John Hancock Health Sciences Fund -------------------------------------------------------------------------------- 04-3551132 John Hancock High Income Fund -------------------------------------------------------------------------------- 76-0230586 John Hancock High Yield Bond Fund -------------------------------------------------------------------------------- 76-0235997 John Hancock High Yield Tax-Free Fund -------------------------------------------------------------------------------- 04-2507646 John Hancock Income Securities Trust -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 04-3260684 John Hancock Independence Balanced Fund -------------------------------------------------------------------------------- 04-3260680 John Hancock Independence Diversified Core Equity Fund II (terminate Class P 9/13/01) -------------------------------------------------------------------------------- 04-3260683 John Hancock Independence Medium Capitalization Fund -------------------------------------------------------------------------------- 76-0354706 John Hancock Intermediate Government Fund -------------------------------------------------------------------------------- 04-3260679 John Hancock International Equity Fund -------------------------------------------------------------------------------- 04-3214877 John Hancock International Fund -------------------------------------------------------------------------------- 04-6944776 John Hancock International Small Cap Growth Fund -------------------------------------------------------------------------------- 04-2474663 John Hancock Investors Trust -------------------------------------------------------------------------------- 04-2443211 John Hancock Large Cap Growth Fund -------------------------------------------------------------------------------- N/A John Hancock Large Cap Spectrum Fund (eff (9/24/01) -------------------------------------------------------------------------------- 74-6035056 John Hancock Large Cap Value Fund -------------------------------------------------------------------------------- 04-6564705 John Hancock Massachusetts Tax-Free Income Fund -------------------------------------------------------------------------------- 04-3259499 John Hancock Medium Capitalization Growth Fund -------------------------------------------------------------------------------- 04-3208756 John Hancock Mid Cap Growth Fund -------------------------------------------------------------------------------- 76-0230583 John Hancock Money Market Fund -------------------------------------------------------------------------------- 04-3539446 John Hancock Multi-Cap Growth Fund -------------------------------------------------------------------------------- 04-6564703 John Hancock New York Tax-Free Income Fund -------------------------------------------------------------------------------- 04-6567740 John Hancock Pacific Basin Equities Fund -------------------------------------------------------------------------------- 04-3161453 John Hancock Patriot Global Dividend Fund -------------------------------------------------------------------------------- 04-3190056 John Hancock Patriot Preferred Dividend Fund -------------------------------------------------------------------------------- 04-3044078 John Hancock Patriot Premium Dividend Fund I -------------------------------------------------------------------------------- 04-3097281 John Hancock Patriot Premium Dividend Fund II -------------------------------------------------------------------------------- 04-3090916 John Hancock Patriot Select Dividend Trust -------------------------------------------------------------------------------- 04-3435529 John Hancock Real Estate Fund -------------------------------------------------------------------------------- 04-6526682 John Hancock Regional Bank Fund -------------------------------------------------------------------------------- 76-0230584 John Hancock Small Cap Growth Fund -------------------------------------------------------------------------------- 04-3214880 John Hancock Small Cap Value Fund -------------------------------------------------------------------------------- 04-3260676 John Hancock Small Capitalization Value Fund (name change eff 9/30/01 to John Hancock Small Cap Equity Fund) -------------------------------------------------------------------------------- 51-0094374 John Hancock Sovereign Investors Fund -------------------------------------------------------------------------------- N/A John Hancock Strategic Growth Fund (eff 12/01/01) -------------------------------------------------------------------------------- 04-6545497 John Hancock Strategic Income Fund -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 76-0296098 John Hancock Tax-Free Bond Fund -------------------------------------------------------------------------------- 13-3100162 John Hancock Technology Fund -------------------------------------------------------------------------------- 76-0235823 John Hancock U.S. Government Cash Reserve -------------------------------------------------------------------------------- 04-3551130 John Hancock U.S. Global Leaders Fund -------------------------------------------------------------------------------- 04-3367188 John Hancock V.A. Financial Industries Fund -------------------------------------------------------------------------------- 04-3402968 John Hancock V.A. High Yield Bond Fund -------------------------------------------------------------------------------- 04-3418331 John Hancock V.A. Regional Bank Fund -------------------------------------------------------------------------------- 04-3402969 John Hancock V.A. Relative Value Fund -------------------------------------------------------------------------------- 04-3326565 John Hancock V.A. Sovereign Investors Fund -------------------------------------------------------------------------------- 04-3326570 John Hancock V.A. Strategic Income Fund -------------------------------------------------------------------------------- 04-3513386 John Hancock V.A. Technology Fund -------------------------------------------------------------------------------- Agreement/custodian/BNYScheduleII APPENDIX I THE BANK OF NEW YORK ON-LINE COMMUNICATIONS SYSTEM (THE "SYSTEM") TERMS AND CONDITIONS 1. License; Use. Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the "Software"), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect to the Software inconsistent with the foregoing acknowledgments, nor shall you attempt to decompile, reverse engineer or modify the Software. The Fund may not copy, sell, lease or provide, directly or indirectly, any of the Software or any portion thereof to any other person or entity without Custodian's prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian's request. 2. Equipment. The Fund shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize the Software and obtain access to the System, and Custodian shall not be responsible for the reliability or availability of any such equipment or services. 3. Proprietary Information. The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the "Information"), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control. 4. Modifications. Custodian reserves the right to modify the Software from time to time and the Fund shall install new releases of the Software as Custodian may direct. The Fund agrees not to modify or attempt to modify the Software without Custodian's prior written consent. The Fund acknowledges that any modifications to the Software, whether by the Fund or Custodian and whether with or without Custodian's consent, shall become the property of Custodian. 5. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE PROVIDED "AS IS." IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, UNLESS CUSTODIAN OR SUCH SUPPLIER KNOWS OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL. 6. Security; Reliance; Unauthorized Use. The Fund will cause all persons utilizing the Software and System to treat all applicable user and authorization codes, passwords and authentication keys with extreme care, and it will establish internal control and safekeeping procedures to restrict the availability of the same to persons duly authorized to give Instructions. Custodian is hereby irrevocably authorized to act in accordance with and rely on Instructions received by it through the System. The Fund acknowledges that it is its sole responsibility to assure that only persons duly authorized use the System and that Custodian shall not be responsible nor liable for any unauthorized use thereof. 7. System Acknowledgments. Custodian shall acknowledge through the System its receipt of each transmission communicated through the System. In the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission however, Custodian will be liable for all transmissions where the Fund shows that such transmission was received by Custodian. 8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund hereby authorizes Custodian to report its name and address to government agencies to which Custodian is required to provide such information by law. 9. ENCRYPTION. The Fund acknowledges and agrees that encryption may not be available for every communication through the System, or for all data. The Fund agrees that Custodian may deactivate any encryption features at any time, with notice to the Fund, for the purpose of maintaining, repairing or troubleshooting the System or the Software. The Fund and the bank agree that the obligations of each Fund are not binding upon any of the Trustees/Directors. Officers or shareholders of the Fund individually, but are binding only upon that Fund and its assets. Each Fund shall be severally, not jointly, liable for its own obligations under this Agreement. S:\Corporate Secretary\AGRCONT\AGREEMNT\CUSTODIA\BNYcustody01.DOC SCHEDULE II John Hancock Funds (As of September 10, 2001) -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 04-3478429 John Hancock 500 Index Fund -------------------------------------------------------------------------------- 04-3260673 John Hancock Active Bond Fund -------------------------------------------------------------------------------- 04-3167136 John Hancock Balanced Fund -------------------------------------------------------------------------------- 04-3241844 John Hancock Bank & Thrift Opportunity Fund -------------------------------------------------------------------------------- 04-3551118 John Hancock Biotechnology Fund -------------------------------------------------------------------------------- 04-2528977 John Hancock Bond Fund -------------------------------------------------------------------------------- 76-0296100 John Hancock California Tax-Free Income Fund -------------------------------------------------------------------------------- 95-3464388 John Hancock Cash Reserve, Inc. -------------------------------------------------------------------------------- 04-3551126 John Hancock Communications Fund -------------------------------------------------------------------------------- 04-3551129 John Hancock Consumer Industries Fund -------------------------------------------------------------------------------- 04-3122478 John Hancock Core Equity Fund -------------------------------------------------------------------------------- 04-3260682 John Hancock Core Growth Fund -------------------------------------------------------------------------------- 04-3260681 John Hancock Core Value Fund -------------------------------------------------------------------------------- 04-3260671 John Hancock Dividend Performers Fund -------------------------------------------------------------------------------- 04-3409706 John Hancock European Equity Fund -------------------------------------------------------------------------------- 04-3305812 John Hancock Financial Industries Fund -------------------------------------------------------------------------------- 56-1662953 John Hancock Financial Trends, Inc. -------------------------------------------------------------------------------- 04-3535633 John Hancock Focused Relative Value Fund -------------------------------------------------------------------------------- 04-3313164 John Hancock Focused Small Cap Growth Fund -------------------------------------------------------------------------------- 04-6944774 John Hancock Fundamental Value Fund -------------------------------------------------------------------------------- 04-6543623 John Hancock Global Fund -------------------------------------------------------------------------------- 76-0230587 John Hancock Government Income Fund -------------------------------------------------------------------------------- 04-3524763 John Hancock Growth Trends Fund (add Class I eff 11/15/01) -------------------------------------------------------------------------------- 04-3124238 John Hancock Health Sciences Fund -------------------------------------------------------------------------------- 04-3551132 John Hancock High Income Fund -------------------------------------------------------------------------------- 76-0230586 John Hancock High Yield Bond Fund -------------------------------------------------------------------------------- 76-0235997 John Hancock High Yield Tax-Free Fund -------------------------------------------------------------------------------- 04-2507646 John Hancock Income Securities Trust -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 04-3260684 John Hancock Independence Balanced Fund -------------------------------------------------------------------------------- 04-3260680 John Hancock Independence Diversified Core Equity Fund II (terminate Class P 9/13/01) -------------------------------------------------------------------------------- 04-3260683 John Hancock Independence Medium Capitalization Fund -------------------------------------------------------------------------------- 76-0354706 John Hancock Intermediate Government Fund -------------------------------------------------------------------------------- 04-3260679 John Hancock International Equity Fund -------------------------------------------------------------------------------- 04-3214877 John Hancock International Fund -------------------------------------------------------------------------------- 04-6944776 John Hancock International Small Cap Growth Fund -------------------------------------------------------------------------------- 04-2474663 John Hancock Investors Trust -------------------------------------------------------------------------------- 04-2443211 John Hancock Large Cap Growth Fund -------------------------------------------------------------------------------- N/A John Hancock Large Cap Spectrum Fund (eff (9/24/01) -------------------------------------------------------------------------------- 74-6035056 John Hancock Large Cap Value Fund -------------------------------------------------------------------------------- 04-6564705 John Hancock Massachusetts Tax-Free Income Fund -------------------------------------------------------------------------------- 04-3259499 John Hancock Medium Capitalization Growth Fund -------------------------------------------------------------------------------- 04-3208756 John Hancock Mid Cap Growth Fund -------------------------------------------------------------------------------- 76-0230583 John Hancock Money Market Fund -------------------------------------------------------------------------------- 04-3539446 John Hancock Multi-Cap Growth Fund -------------------------------------------------------------------------------- 04-6564703 John Hancock New York Tax-Free Income Fund -------------------------------------------------------------------------------- 04-6567740 John Hancock Pacific Basin Equities Fund -------------------------------------------------------------------------------- 04-3161453 John Hancock Patriot Global Dividend Fund -------------------------------------------------------------------------------- 04-3190056 John Hancock Patriot Preferred Dividend Fund -------------------------------------------------------------------------------- 04-3044078 John Hancock Patriot Premium Dividend Fund I -------------------------------------------------------------------------------- 04-3097281 John Hancock Patriot Premium Dividend Fund II -------------------------------------------------------------------------------- 04-3090916 John Hancock Patriot Select Dividend Trust -------------------------------------------------------------------------------- 04-3435529 John Hancock Real Estate Fund -------------------------------------------------------------------------------- 04-6526682 John Hancock Regional Bank Fund -------------------------------------------------------------------------------- 76-0230584 John Hancock Small Cap Growth Fund -------------------------------------------------------------------------------- 04-3214880 John Hancock Small Cap Value Fund -------------------------------------------------------------------------------- 04-3260676 John Hancock Small Capitalization Value Fund (name change eff 9/30/01 to John Hancock Small Cap Equity Fund) -------------------------------------------------------------------------------- 51-0094374 John Hancock Sovereign Investors Fund -------------------------------------------------------------------------------- N/A John Hancock Strategic Growth Fund (eff 12/01/01) -------------------------------------------------------------------------------- 04-6545497 John Hancock Strategic Income Fund -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 76-0296098 John Hancock Tax-Free Bond Fund -------------------------------------------------------------------------------- 13-3100162 John Hancock Technology Fund -------------------------------------------------------------------------------- 76-0235823 John Hancock U.S. Government Cash Reserve -------------------------------------------------------------------------------- 04-3551130 John Hancock U.S. Global Leaders Fund -------------------------------------------------------------------------------- 04-3367188 John Hancock V.A. Financial Industries Fund -------------------------------------------------------------------------------- 04-3402968 John Hancock V.A. High Yield Bond Fund -------------------------------------------------------------------------------- 04-3418331 John Hancock V.A. Regional Bank Fund -------------------------------------------------------------------------------- 04-3402969 John Hancock V.A. Relative Value Fund -------------------------------------------------------------------------------- 04-3326565 John Hancock V.A. Sovereign Investors Fund -------------------------------------------------------------------------------- 04-3326570 John Hancock V.A. Strategic Income Fund -------------------------------------------------------------------------------- 04-3513386 John Hancock V.A. Technology Fund -------------------------------------------------------------------------------- Agreement/custodian/BNYScheduleII FUND ACCOUNTING AGREEMENT ------------------------- AGREEMENT made as of this 10th day of September, 2001 by and between each John Hancock Fund listed on Schedule II, each either a business trust organized and existing under the laws of The Commonwealth of Massachusetts or a Maryland corporation organized and existing under the laws of the state of Maryland, having its principal place of business at 101 Huntington Avenue, Boston, Massachusetts 02199 (each a "Fund") and The Bank of New York, a New York corporation authorized to do a banking business, having its principal place of business at One Wall Street, New York, New York 10286 (hereinafter called the "Bank"). W I T N E S S E T H: - - - - - - - - - - In consideration of the mutual agreements herein contained, the Fund and the Bank hereby agree as follows: 1. The Fund hereby appoints the Bank to perform the duties hereinafter set forth. 2. The Bank hereby accepts appointment and agrees to perform the duties hereinafter set forth. 3. Subject to the provisions of paragraphs 4 and 5 below, the Bank shall compute the net asset value per share of each Fund listed on Schedule II and shall value the securities held by the Fund (the "Securities") at such times and dates and in the manner specified in the then currently effective Prospectus of the Fund. 4. To the extent valuation of Securities or computation of a Fund's net asset value as specified in the Fund's then currently effective Prospectus is at any time inconsistent with any applicable laws or regulations, the Fund shall immediately so notify the Bank in writing and thereafter shall either furnish the Bank at all appropriate times with the values of such Securities and each Fund's net asset value, or subject to the prior approval of the Bank, instruct the Bank in writing to value Securities and compute each Fund's net asset value in a manner which the Fund then represents in writing to be consistent with all applicable laws and regulations. The Fund may also from time to time, subject to the prior approval of the Bank, instruct the Bank in writing to compute the value of the Securities or a Fund's net asset value in a manner other than as specified in paragraph 3 of this Agreement. By giving such instruction, the Fund shall be deemed to have represented that such instruction is consistent with all applicable laws and regulations and the then currently effective Prospectus of the Fund. The Fund shall have sole responsibility for determining the method of valuation of Securities and the method of computing each Fund's net asset value. 5. The Fund shall furnish the Bank with any and all instructions, explanations, information, specifications and documentation deemed necessary by the Bank in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses. The Bank shall not be required to include as Fund liabilities and expenses, nor as a reduction of net asset value, any accrual for any federal, state, or foreign income taxes unless the Fund shall have specified to the Bank the precise amount of the same to be included in liabilities and expenses or used to reduce net asset value. The Fund shall also furnish the Bank with bid, offer, or market values of Securities if the Bank notifies the Fund that same are not available to the Bank from a security pricing or similar service utilized, or subscribed to, by the Bank which the Bank in its judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Fund also may furnish the Bank with bid, offer, or market values of Securities and instruct the Bank to use such information in its calculations hereunder. 6. The Bank as Fund Accounting agent shall advise the Fund and the Fund's transfer agent of the Fund's net asset value upon completion of the computations required to be made by the Bank pursuant to this Agreement. 2 7. The Bank shall, as agent for the Fund, maintain and keep current the books, accounts and other documents, if any, listed in Appendix A hereto and made a part hereof, as such Appendix A may be amended from time to time, and preserve any such books, accounts and other documents in accordance with the applicable provisions of Rule 31a-2 of the General Rules and Regulations under the Investment Company Act of 1940, as amended (the "Rules"). Such books, accounts and other documents shall be made available upon reasonable request for inspection by officers, employees and auditors of the Fund. 8. All records maintained and preserved by the Bank pursuant to this Agreement which the Fund is required to maintain and preserve in accordance with the above-mentioned Rules shall be and remain the property of the Fund and shall be surrendered to the Fund promptly upon request in the that the Fund requests. Upon reasonable request of the Fund, the Bank shall provide in hard copy, on micro-film or electronically, whichever the Fund shall elect, any records included in any such delivery. 9. The Bank, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by the Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation, including, without limitation, evaluations of Securities; the amounts or formula for calculating the amounts and times of accrual of Fund's liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of Securities; and amounts receivable or amounts payable for the sale or redemption of Fund shares effected by or on behalf of the Fund. In the event the Bank's computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of Securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by the Bank which the Bank in its judgment deems reliable, the Bank shall not be responsible for, deemed to make any assurances with respect to, nor under any duty to inquire into, the accuracy and completeness of such information, except that if any such information contains manifest error, the Bank shall in accordance with its then standard practices attempt to have such manifest error corrected, and shall notify the Fund if such attempt is unsuccessful. 3 10. The Bank shall not be required to inquire into any valuation of Securities or other assets by the Fund or any third party described in preceding paragraph 9 hereof, even though the Bank in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. 11. The Bank, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to the Fund is or will be actually paid, but will accrue such interest until otherwise instructed by the Fund. 12. The Bank shall not be responsible for delays or errors which occur by reason of circumstances beyond its control in the performance of its duties under this Agreement, including, without limitation, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, communication or power supply, or other similar circumstances. Nor shall the Bank be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than the Bank to supply any instructions, explanations, information, specifications or documentation deemed necessary by the Bank in the performance of its duties under this Agreement. 13. No provision of this Agreement shall prevent the Bank from offering services similar or identical to those covered by this Agreement to any other corporations, associations or entities of any kind. Any and all operational procedures, techniques and devices developed by the Bank in connection with the performance of its duties and obligations under this Agreement, including those developed in conjunction with the Fund, shall be and remain the property of the Bank, and the Bank shall be free to employ such procedures, techniques and devices in connection with the performance of any other contract with any other person whether or not such contract is similar or identical to this Agreement. 4 14. The Bank may, with respect to questions of law, apply to and obtain the advice and opinion of counsel to the Fund or its own counsel and shall be entitled to rely on the advice or opinion of such counsel. 15. The Bank shall be entitled to rely upon any oral instructions received by the Bank and reasonably believed by the Bank to be given by or on behalf of the Fund, unless the Bank subsequently receives written instructions contradicting such oral instructions. 16. Notwithstanding any other provision contained in this Agreement, the Bank shall have no duty or obligation with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Fund of: (a) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Fund; (b) the taxable nature or effect on the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (c) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Fund to its shareholders; or (d) the effect under any federal, state, or foreign income tax laws of the Fund making or not making any distribution or dividend payment, or any election with respect thereto. 17. The Bank shall not be liable for any loss, damage or expense resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for delays caused by circumstances beyond the Bank's control, unless such loss, damage or expense arises out of the negligence or willful misconduct of the Bank. In no event shall the Bank be liable for special, indirect, or consequential damages, or for lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. For purposes of this provision, if as a result of the negligence or willful misconduct of the Bank there is a material error in the net asset value per share of the Fund, the material losses of the Fund on the sale and issuance, or the redemption, of its shares attributable to such material error shall be direct money damages. 5 18. Without limiting the generality of the foregoing, (i) the Bank shall indemnify the Fund against any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, arising out of the negligence or willful misconduct of the Bank, except that in no event shall the Bank be liable for special, indirect, or consequential damages, or for lost profits or loss of business, and (ii) the Fund shall indemnify the Bank against any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following, except that in no event shall the Fund be liable for special, indirect, or consequential damages, or for lost profits or loss of business: (a) Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to the Bank by the Fund, or, subject to the provisions of paragraph 9, by a pricing or similar service which the Bank in its judgment deems reliable; (b) Action or inaction taken or omitted to be taken by the Bank pursuant to written or oral instructions of the Fund without negligence or willful misconduct; (c) Any action taken or omitted to be taken by the Bank in good faith and with notice to the Fund, in accordance with the advice or opinion of counsel for the Fund or Bank counsel; (d) Any improper use by the Fund or its agents, distributor or investment advisor of any valuations or computations supplied by the Bank pursuant to this Agreement; 6 (e) The method of valuation of the Securities and the method of computing each Fund's net asset value; or (f) Any valuations of Securities or net asset value provided by the Fund. 19. In consideration for all of the services to be performed by the Bank as set forth herein the Bank shall be entitled to receive reimbursement for all out-of-pocket expenses and such compensation as may be agreed upon in writing from time to time between the Bank and the Fund. 20. Attached hereto as Appendix B is a list of persons duly authorized by the Fund's Declaration of Trust and By-Laws to execute this Agreement and give any written, electronic or oral instructions, or written, electronic or oral specifications, by or on behalf of the Fund. From time to time the Fund may deliver a new Appendix B to add or delete any person and the Bank shall be entitled to rely on the last Appendix B actually received by the Bank. 21. The Fund represents and warrants to the Bank that it has all requisite power to execute and deliver this Agreement, to give any written, electronic or oral instructions contemplated hereby, and to perform the actions or obligations contemplated to be performed by it hereunder, and has taken all necessary action to authorize such execution, delivery, and performance. 22. This Agreement shall not be assignable by the Fund without the prior written consent of the Bank, or by the Bank without the prior written consent of the Fund, which consents shall not be unreasonably withheld. 23. Either of the parties hereto may terminate this Agreement by giving the other party a notice in writing specifying the date of such termination, which shall not be less than sixty (60) days after the date of giving of such notice. Upon the date set forth in such notice, the Bank shall deliver to the Fund all its records. 7 24. This Agreement may not be amended or modified in any manner except by written agreement executed by both parties hereto. 25. This Agreement shall be construed in accordance with the substantive laws of The Commonwealth of Massachusetts without regard to conflicts of laws principals. The Fund and the Bank each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. 26. The performance and provisions of this Agreement are intended to benefit only the Bank and the Fund, and no rights shall be granted to any other person by virtue of this Agreement. 27. The Fund and the Bank agree that the obligations of each Fund are not binding upon any of the Trustees/Directors, officers or shareholders of the Fund individually, but are binding only upon that Fund and its assets. Each Fund shall be severally, not jointly, liable for its own obligations under this Agreement. 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. Each John Hancock Fund listed on Schedule II By: /s/Richard A. Brown, SVP & CFO ------------------------------ Attest: /s/Rita A. Grimes ----------------- THE BANK OF NEW YORK By: /s/James E. Hillman, SVP ------------------------ Attest: /s/Rita A. Grimes ----------------- 9 APPENDIX A TO FUND ACCOUNTING AGREEMENT BETWEEN THE BANK OF NEW YORK AND The John Hancock Funds listed on Schedule II I._______The Bank of New York (the "Bank"), as agent for each John Hancock Fund listed on Schedule II (each a "Fund"), shall maintain the following records on a daily basis for each Fund. 1. Report of priced portfolio securities 2. Statement of net asset value per share II. The Bank shall maintain the following records on a monthly basis for each Fund: 1. General Ledger 2. General Journal 3. Cash Receipts Journal 4. Cash Disbursements Journal 5. Subscriptions Journal 6. Redemptions Journal 7. Accounts Receivable Reports 8. Accounts Payable Reports 9. Open Subscriptions/Redemption Reports 10. Transaction (Securities) Journal 11. Broker Net Trades Reports III. The Bank shall prepare a Holdings Ledger on a quarterly basis, and a Buy-Sell Ledger (Broker's Ledger) on a semiannual basis for each Fund. Schedule D shall be produced on an annual basis for each Fund. The above reports may be printed according to any other required frequency to meet the requirements of the Internal Revenue Service, the Securities and Exchange Commission and the Fund's Auditors. IV. For internal control purposes, the Bank uses the Account Journals produced by The Bank of New York Custody System to record daily settlements of the following for each Fund: 1. Securities bought 2. Securities sold 3. Interest received 4. Dividends received 5. Capital stock sold 6. Capital stock redeemed 7. Other income and expenses All portfolio purchases for the Fund are recorded to reflect expected maturity value and total cost including any prepaid interest. 2 SCHEDULE II John Hancock Funds (As of September 10, 2001) -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 04-3478429 John Hancock 500 Index Fund -------------------------------------------------------------------------------- 04-3260673 John Hancock Active Bond Fund -------------------------------------------------------------------------------- 04-3167136 John Hancock Balanced Fund -------------------------------------------------------------------------------- 04-3241844 John Hancock Bank & Thrift Opportunity Fund -------------------------------------------------------------------------------- 04-3551118 John Hancock Biotechnology Fund -------------------------------------------------------------------------------- 04-2528977 John Hancock Bond Fund -------------------------------------------------------------------------------- 76-0296100 John Hancock California Tax-Free Income Fund -------------------------------------------------------------------------------- 95-3464388 John Hancock Cash Reserve, Inc. -------------------------------------------------------------------------------- 04-3551126 John Hancock Communications Fund -------------------------------------------------------------------------------- 04-3551129 John Hancock Consumer Industries Fund -------------------------------------------------------------------------------- 04-3122478 John Hancock Core Equity Fund -------------------------------------------------------------------------------- 04-3260682 John Hancock Core Growth Fund -------------------------------------------------------------------------------- 04-3260681 John Hancock Core Value Fund -------------------------------------------------------------------------------- 04-3260671 John Hancock Dividend Performers Fund -------------------------------------------------------------------------------- 04-3409706 John Hancock European Equity Fund -------------------------------------------------------------------------------- 04-3305812 John Hancock Financial Industries Fund -------------------------------------------------------------------------------- 56-1662953 John Hancock Financial Trends, Inc. -------------------------------------------------------------------------------- 04-3535633 John Hancock Focused Relative Value Fund -------------------------------------------------------------------------------- 04-3313164 John Hancock Focused Small Cap Growth Fund -------------------------------------------------------------------------------- 04-6944774 John Hancock Fundamental Value Fund -------------------------------------------------------------------------------- 04-6543623 John Hancock Global Fund -------------------------------------------------------------------------------- 76-0230587 John Hancock Government Income Fund -------------------------------------------------------------------------------- 04-3524763 John Hancock Growth Trends Fund (add Class I eff 11/15/01) -------------------------------------------------------------------------------- 04-3124238 John Hancock Health Sciences Fund -------------------------------------------------------------------------------- 04-3551132 John Hancock High Income Fund -------------------------------------------------------------------------------- 76-0230586 John Hancock High Yield Bond Fund -------------------------------------------------------------------------------- 76-0235997 John Hancock High Yield Tax-Free Fund -------------------------------------------------------------------------------- 04-2507646 John Hancock Income Securities Trust -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 04-3260684 John Hancock Independence Balanced Fund -------------------------------------------------------------------------------- 04-3260680 John Hancock Independence Diversified Core Equity Fund II (terminate Class P 9/13/01) -------------------------------------------------------------------------------- 04-3260683 John Hancock Independence Medium Capitalization Fund -------------------------------------------------------------------------------- 76-0354706 John Hancock Intermediate Government Fund -------------------------------------------------------------------------------- 04-3260679 John Hancock International Equity Fund -------------------------------------------------------------------------------- 04-3214877 John Hancock International Fund -------------------------------------------------------------------------------- 04-6944776 John Hancock International Small Cap Growth Fund -------------------------------------------------------------------------------- 04-2474663 John Hancock Investors Trust -------------------------------------------------------------------------------- 04-2443211 John Hancock Large Cap Growth Fund -------------------------------------------------------------------------------- N/A John Hancock Large Cap Spectrum Fund (eff (9/24/01) -------------------------------------------------------------------------------- 74-6035056 John Hancock Large Cap Value Fund -------------------------------------------------------------------------------- 04-6564705 John Hancock Massachusetts Tax-Free Income Fund -------------------------------------------------------------------------------- 04-3259499 John Hancock Medium Capitalization Growth Fund -------------------------------------------------------------------------------- 04-3208756 John Hancock Mid Cap Growth Fund -------------------------------------------------------------------------------- 76-0230583 John Hancock Money Market Fund -------------------------------------------------------------------------------- 04-3539446 John Hancock Multi-Cap Growth Fund -------------------------------------------------------------------------------- 04-6564703 John Hancock New York Tax-Free Income Fund -------------------------------------------------------------------------------- 04-6567740 John Hancock Pacific Basin Equities Fund -------------------------------------------------------------------------------- 04-3161453 John Hancock Patriot Global Dividend Fund -------------------------------------------------------------------------------- 04-3190056 John Hancock Patriot Preferred Dividend Fund -------------------------------------------------------------------------------- 04-3044078 John Hancock Patriot Premium Dividend Fund I -------------------------------------------------------------------------------- 04-3097281 John Hancock Patriot Premium Dividend Fund II -------------------------------------------------------------------------------- 04-3090916 John Hancock Patriot Select Dividend Trust -------------------------------------------------------------------------------- 04-3435529 John Hancock Real Estate Fund -------------------------------------------------------------------------------- 04-6526682 John Hancock Regional Bank Fund -------------------------------------------------------------------------------- 76-0230584 John Hancock Small Cap Growth Fund -------------------------------------------------------------------------------- 04-3214880 John Hancock Small Cap Value Fund -------------------------------------------------------------------------------- 04-3260676 John Hancock Small Capitalization Value Fund (name change eff 9/30/01 to John Hancock Small Cap Equity Fund) -------------------------------------------------------------------------------- 51-0094374 John Hancock Sovereign Investors Fund -------------------------------------------------------------------------------- N/A John Hancock Strategic Growth Fund (eff 12/01/01) -------------------------------------------------------------------------------- 04-6545497 John Hancock Strategic Income Fund -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 76-0296098 John Hancock Tax-Free Bond Fund -------------------------------------------------------------------------------- 13-3100162 John Hancock Technology Fund -------------------------------------------------------------------------------- 76-0235823 John Hancock U.S. Government Cash Reserve -------------------------------------------------------------------------------- 04-3551130 John Hancock U.S. Global Leaders Fund -------------------------------------------------------------------------------- 04-3367188 John Hancock V.A. Financial Industries Fund -------------------------------------------------------------------------------- 04-3402968 John Hancock V.A. High Yield Bond Fund -------------------------------------------------------------------------------- 04-3418331 John Hancock V.A. Regional Bank Fund -------------------------------------------------------------------------------- 04-3402969 John Hancock V.A. Relative Value Fund -------------------------------------------------------------------------------- 04-3326565 John Hancock V.A. Sovereign Investors Fund -------------------------------------------------------------------------------- 04-3326570 John Hancock V.A. Strategic Income Fund -------------------------------------------------------------------------------- 04-3513386 John Hancock V.A. Technology Fund -------------------------------------------------------------------------------- Agreement/custodian/BNYScheduleII APPENDIX B I, William H. King, Treasurer, of each John Hancock Fund listed on Schedule II, (each a "Fund"), do hereby certify that: The following individuals serve in the following positions with the Fund, and each has been duly elected or appointed by the Board of Trustees of the Fund to each such position and qualified therefor in conformity with the Fund's Declaration of Trust and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures. Each such person is authorized to give written or oral instructions or written or oral specifications by or on behalf of the Fund to the Bank. William H. King Treasurer /s/William H. King --------------- --------- ------------------ Name Position Signature Robert E. Gramer Associate Treasurer /s/Robert E. Gramer ---------------- ------------------- ------------------- Name Position Signature William J. Hayes Associate Treasurer /s/William J. Hayes ---------------- ------------------- ------------------- Name Position Signature Cheryl J. Fahy Assistant Treasurer /s/Cheryl J. Fahy ------------------ ------------------- ----------------- Name Position Signature Joan E. McCormick Assistant Treasurer /s/Joan E. McCormick ----------------- ------------------- -------------------- Name Position Signature Joseph G. Thompson Assistant Treasurer /s/Joseph G. Thompson ------------------ ------------------- --------------------- Name Position Signature S:\general\funds\authorizedsignersfundmoney FOREIGN CUSTODY MANAGER AGREEMENT AGREEMENT made as of September 10, 2001 between each John Hancock Fund listed on Schedule II (each a "Fund") and The Bank of New York ("BNY"). W I T N E S S E T H: WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein; WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein; NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Fund and BNY hereby agree as follows: ARTICLE I. DEFINITIONS Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: 1. "Board" shall mean the board of directors or board of trustees, as the case may be, of the Fund. 2. "Eligible Foreign Custodian" shall have the meaning provided in the Rule. 3. "Monitoring System" shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement. 4. "Responsibilities" shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement. 5. "Rule" shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended (the "1940 Act"). Specific references to Sections of the Rule (or of Rule 17f-7) in this Agreement shall mean those Sections as in effect as of the date of this Agreement. 6. "Risk Analysis" shall mean the analysis required under Rule 17f-7(a)(1)(A) under the 1940 Act. 7. "Securities Depository" shall mean a system for the central handling of securities as defined in Rule 17f-4 under the 1940 Act. 8. "Specified Country" shall mean each country listed on Schedule I attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Fund has given settlement instructions to The Bank of New York as custodian (the "Custodian") under its Custody Agreement with the Fund. BNY agrees to notify immediately the Fund and the Fund's investment adviser if, at any time, BNY believes that it cannot perform, in accordance with the foregoing standard of care, its duties hereunder with respect to any Eligible Foreign Custodian. ARTICLE II. BNY AS A FOREIGN CUSTODY MANAGER 1. The Fund on behalf of its Board hereby delegates to BNY with respect to each Specified Country the Responsibilities. 2. BNY accepts the Board's delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Fund's assets would exercise. 3. BNY shall provide to the Board at least annually and at such other times as the Board deems reasonable and appropriate based on the circumstances of the Fund's foreign custody arrangements written reports, which shall include the following: (a) Information relating to Eligible Foreign Custodians. Such written reports shall include a list of all Eligible Foreign Custodians with which assets of the Fund are maintained, and notification of any material changes in the arrangements with such Eligible Foreign Custodians (including without limitation, adding a new Eligible Foreign Custodian, replacing an Eligible Foreign Custodian, changes in the capital structure of an existing Eligible Foreign Custodian and changes in the contract governing an arrangement with an Eligible Foreign Custodian). (b) Information relating to Securities Depositories. Such written report shall include a Risk Analysis with respect to each Securities Depository in each Specified Country. If a new Securities Depository commences operations in a Specified Country (or in the case of a new Specified Country), BNY shall promptly notify the Board and the Fund's investment adviser of such commencement and shall provide a Risk Analysis for such Securities Depository (or in the case of a new Specified Country, all Securities Depositories in such country) as soon as reasonably practicable after such Securities Depository becomes operational (or in the case of a new Specified Country, after such country becomes a Specified Country) but in any event prior to maintaining a Fund's assets with such Securities Depository. BNY shall also include in such written report a representation that each Securities Depository in which the Fund maintains assets is an "Eligible Foreign Custodian" as defined in Rule 17f-7 under the 1940 Act. (c) Information relating to Country Risk. Notwithstanding anything to the contrary in this Agreement or in the Custody Agreement between the Fund and BNY, with respect to each Specified Country, BNY shall promptly provide to the Board and to the Fund's investment adviser such information with respect to Country Risk (as defined in Section 2 of Article III hereof) as may be sent to, and received by, BNY from any Eligible Foreign Custodian. ARTICLE III. RESPONSIBILITIES 1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Fund held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Fund's foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Fund's assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Fund as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Fund with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Fund whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule. 2. For purposes of clause (d) of preceding Section 1 of this Article, BNY's determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, "Country Risks" shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian's use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country's financial infrastructure; (c) such country's prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities. ARTICLE IV. REPRESENTATIONS 1. The Fund hereby represents that this Agreement has been duly authorized, executed and delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the Fund's execution or performance of this Agreement; and this Agreement has been approved by the Board at a meeting duly called and at which a quorum was at all times present. 2. BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY's execution or performance of this Agreement; and (c) BNY has established the Monitoring System. ARTICLE V. CONCERNING BNY 1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement. 2. The Fund shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY's performance hereunder, provided that the Fund shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY's failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof. In no event shall the Fund be liable to BNY for any special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement. BNY shall indemnify the Fund and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Fund by reason or as a result of BNY's failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof; provided, however, that BNY shall not be liable to the Fund for any special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement. 3. For its services hereunder, the Fund agrees to pay to BNY such compensation and out-of-pocket expenses as shall be mutually agreed. 4. BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country, except that BNY shall timely forward such information with respect to Country Risk, if any, as may have been sent to, and received by, BNY from any Eligible Foreign Custodian. ARTICLE VI. MISCELLANEOUS 1. This Agreement sets forth BNY's duties with respect to, among other things, the selection of Foreign Custodians, the administration of contracts with Foreign Custodians, the addition and deletion of Foreign Custodians, the issuance of reports in connection with such duties, the monitoring of such duties, and the supplying of information with respect to Country Risk. The terms of the Custody Agreement between the Fund and BNY, as amended from time to time, shall apply generally as to matters not expressly covered in this Agreement, including dealings with the Foreign Custodians in the course of discharge of BNY's obligations under the Custody Agreement. The terms of this Agreement shall control to the extent of any conflicts between this Agreement and the Custody Agreement. Except as set forth in this Article, nothing in this Agreement shall affect the obligations of the parties hereto under any other agreement. 2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 100 Church Street, 10th Floor, New York, New York 10286, or at such other place as BNY may from time to time designate in writing. 3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if received by it at its offices at 101 Huntington Avenue, Boston, Massachusetts 02199, or at such other place as the Fund may from time to time designate in writing. 4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other, which consent shall not be unreasonably withheld. 5. If at any time BNY shall be a party to an agreement to serve as a Foreign Custody Manager to an investment company that provides for either (i) a standard of care with respect to the selection of Foreign Custodians in any jurisdiction higher than that set forth in Article I of this Agreement or (ii) a standard of care with respect to BNY exercising its duties as Foreign Custody Manager in any jurisdiction or with regard to its responsibilities under Rule 17f-7 higher than those set forth in Article II, Section 2 of this Agreement, BNY agrees to notify the Fund of this fact and to raise the applicable standard of care hereunder in the applicable jurisdiction to the standard specified in such other agreement. 6. The Fund and BNY agree that the obligations of each Fund are not binding upon the Trustees/Directors, officers or shareholders of the Fund individually, but are binding only upon that Fund and its assets. Each Fund shall be severally, not jointly, liable for its own obligations under this agreement. This Agreement shall be construed in accordance with the substantive laws of The Commonwealth of Massachusetts, without regard to conflicts of laws principles thereof. The Fund and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Fund and the Custodian, and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty (30) days after the date of such notice. IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written. Each John Hancock Fund listed on Schedule II By:/s/Richard A. Brown ------------------- Title: Senior Vice President & CFO THE BANK OF NEW YORK By:/s/James E. Hillman ------------------- Title: Senior Vice President SCHEDULE I Date: July 23, 2001 To: International Markets Committee From: Bob Pieroni Re: Approved Country Listing - Funds -------------------------------------------------------------------------------- SIPC and the International Market Committee have approved the following countries for investments by John Hancock funds: Argentina Greece Australia Hong Kong Peru Austria Hungary Philippines Bangladesh Iceland Poland Belgium India Portugal Bermuda Indonesia Romania Brazil Ireland Russia* Botswana Israel Singapore Bulgaria ** Italy Slovak Republic Canada Japan South Africa Chile Kenya Spain China Korea Sweden Columbia Latvia Switzerland Costa Rica Lithuania Taiwan Croatia Luxembourg Thailand Czech Republic Malaysia Turkey Denmark Mauritius United Kingdom Egypt ** Mexico United States Estonia Netherlands Venezuela Finland New Zealand Zimbabwe France Norway Germany Panama Ghana Pakistan * Please note that Russia is restricted to Sovereign Russian and municipal fixed income securities only and these investments are further restricted to only certain fixed income accounts. Please consult Operations or Legal for detailed listing. Investments in other countries (including ADR & GDR vehicles) are not permitted ------------------------------------------------------------------------------- without prior approval from the International Markets Committee. ---------------------------------------------------------------- ** Addition since 1/1/01 Cc: Merrill Lynch Asset Management Nicholas Applegate American Fund Advisers SCHEDULE II John Hancock Funds (As of September 10, 2001) -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 04-3478429 John Hancock 500 Index Fund -------------------------------------------------------------------------------- 04-3260673 John Hancock Active Bond Fund -------------------------------------------------------------------------------- 04-3167136 John Hancock Balanced Fund -------------------------------------------------------------------------------- 04-3241844 John Hancock Bank & Thrift Opportunity Fund -------------------------------------------------------------------------------- 04-3551118 John Hancock Biotechnology Fund -------------------------------------------------------------------------------- 04-2528977 John Hancock Bond Fund -------------------------------------------------------------------------------- 76-0296100 John Hancock California Tax-Free Income Fund -------------------------------------------------------------------------------- 95-3464388 John Hancock Cash Reserve, Inc. -------------------------------------------------------------------------------- 04-3551126 John Hancock Communications Fund -------------------------------------------------------------------------------- 04-3551129 John Hancock Consumer Industries Fund -------------------------------------------------------------------------------- 04-3122478 John Hancock Core Equity Fund -------------------------------------------------------------------------------- 04-3260682 John Hancock Core Growth Fund -------------------------------------------------------------------------------- 04-3260681 John Hancock Core Value Fund -------------------------------------------------------------------------------- 04-3260671 John Hancock Dividend Performers Fund -------------------------------------------------------------------------------- 04-3409706 John Hancock European Equity Fund -------------------------------------------------------------------------------- 04-3305812 John Hancock Financial Industries Fund -------------------------------------------------------------------------------- 56-1662953 John Hancock Financial Trends, Inc. -------------------------------------------------------------------------------- 04-3535633 John Hancock Focused Relative Value Fund -------------------------------------------------------------------------------- 04-3313164 John Hancock Focused Small Cap Growth Fund -------------------------------------------------------------------------------- 04-6944774 John Hancock Fundamental Value Fund -------------------------------------------------------------------------------- 04-6543623 John Hancock Global Fund -------------------------------------------------------------------------------- 76-0230587 John Hancock Government Income Fund -------------------------------------------------------------------------------- 04-3524763 John Hancock Growth Trends Fund (add Class I eff 11/15/01) -------------------------------------------------------------------------------- 04-3124238 John Hancock Health Sciences Fund -------------------------------------------------------------------------------- 04-3551132 John Hancock High Income Fund -------------------------------------------------------------------------------- 76-0230586 John Hancock High Yield Bond Fund -------------------------------------------------------------------------------- 76-0235997 John Hancock High Yield Tax-Free Fund -------------------------------------------------------------------------------- 04-2507646 John Hancock Income Securities Trust -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 04-3260684 John Hancock Independence Balanced Fund -------------------------------------------------------------------------------- 04-3260680 John Hancock Independence Diversified Core Equity Fund II (terminate Class P 9/13/01) -------------------------------------------------------------------------------- 04-3260683 John Hancock Independence Medium Capitalization Fund -------------------------------------------------------------------------------- 76-0354706 John Hancock Intermediate Government Fund -------------------------------------------------------------------------------- 04-3260679 John Hancock International Equity Fund -------------------------------------------------------------------------------- 04-3214877 John Hancock International Fund -------------------------------------------------------------------------------- 04-6944776 John Hancock International Small Cap Growth Fund -------------------------------------------------------------------------------- 04-2474663 John Hancock Investors Trust -------------------------------------------------------------------------------- 04-2443211 John Hancock Large Cap Growth Fund -------------------------------------------------------------------------------- N/A John Hancock Large Cap Spectrum Fund (eff (9/24/01) -------------------------------------------------------------------------------- 74-6035056 John Hancock Large Cap Value Fund -------------------------------------------------------------------------------- 04-6564705 John Hancock Massachusetts Tax-Free Income Fund -------------------------------------------------------------------------------- 04-3259499 John Hancock Medium Capitalization Growth Fund -------------------------------------------------------------------------------- 04-3208756 John Hancock Mid Cap Growth Fund -------------------------------------------------------------------------------- 76-0230583 John Hancock Money Market Fund -------------------------------------------------------------------------------- 04-3539446 John Hancock Multi-Cap Growth Fund -------------------------------------------------------------------------------- 04-6564703 John Hancock New York Tax-Free Income Fund -------------------------------------------------------------------------------- 04-6567740 John Hancock Pacific Basin Equities Fund -------------------------------------------------------------------------------- 04-3161453 John Hancock Patriot Global Dividend Fund -------------------------------------------------------------------------------- 04-3190056 John Hancock Patriot Preferred Dividend Fund -------------------------------------------------------------------------------- 04-3044078 John Hancock Patriot Premium Dividend Fund I -------------------------------------------------------------------------------- 04-3097281 John Hancock Patriot Premium Dividend Fund II -------------------------------------------------------------------------------- 04-3090916 John Hancock Patriot Select Dividend Trust -------------------------------------------------------------------------------- 04-3435529 John Hancock Real Estate Fund -------------------------------------------------------------------------------- 04-6526682 John Hancock Regional Bank Fund -------------------------------------------------------------------------------- 76-0230584 John Hancock Small Cap Growth Fund -------------------------------------------------------------------------------- 04-3214880 John Hancock Small Cap Value Fund -------------------------------------------------------------------------------- 04-3260676 John Hancock Small Capitalization Value Fund (name change eff 9/30/01 to John Hancock Small Cap Equity Fund) -------------------------------------------------------------------------------- 51-0094374 John Hancock Sovereign Investors Fund -------------------------------------------------------------------------------- N/A John Hancock Strategic Growth Fund (eff 12/01/01) -------------------------------------------------------------------------------- 04-6545497 John Hancock Strategic Income Fund -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EIN Name -------------------------------------------------------------------------------- 76-0296098 John Hancock Tax-Free Bond Fund -------------------------------------------------------------------------------- 13-3100162 John Hancock Technology Fund -------------------------------------------------------------------------------- 76-0235823 John Hancock U.S. Government Cash Reserve -------------------------------------------------------------------------------- 04-3551130 John Hancock U.S. Global Leaders Fund -------------------------------------------------------------------------------- 04-3367188 John Hancock V.A. Financial Industries Fund -------------------------------------------------------------------------------- 04-3402968 John Hancock V.A. High Yield Bond Fund -------------------------------------------------------------------------------- 04-3418331 John Hancock V.A. Regional Bank Fund -------------------------------------------------------------------------------- 04-3402969 John Hancock V.A. Relative Value Fund -------------------------------------------------------------------------------- 04-3326565 John Hancock V.A. Sovereign Investors Fund -------------------------------------------------------------------------------- 04-3326570 John Hancock V.A. Strategic Income Fund -------------------------------------------------------------------------------- 04-3513386 John Hancock V.A. Technology Fund -------------------------------------------------------------------------------- Agreement/custodian/BNYScheduleII APPENDIX A SUB-CUSTODIAN INDEMNIFICATION POLICY
----------------------------- -------------- ----------------- ----------------------------------------------------- Market A B Sub-Custodian ----------------------------- -------------- ----------------- ----------------------------------------------------- Argentina X Banco Rio de la Plata ----------------------------- -------------- ----------------- ----------------------------------------------------- Australia X National Australia Bank Ltd. X Commonwealth Bank of Australia ----------------------------- -------------- ----------------- ----------------------------------------------------- Austria X Bank Austria AG ----------------------------- -------------- ----------------- ----------------------------------------------------- Bahrain X HSBC Bank Middle East ----------------------------- -------------- ----------------- ----------------------------------------------------- Bangladesh X Standard Chartered Bank ----------------------------- -------------- ----------------- ----------------------------------------------------- Belgium X Banque Bruxelles Lambert ----------------------------- -------------- ----------------- ----------------------------------------------------- Benin X Societe Generale de Banques en Cote d'Ivoire ----------------------------- -------------- ----------------- ----------------------------------------------------- Bermuda X Bank of Bermuda Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Bolivia X Citibank ----------------------------- -------------- ----------------- ----------------------------------------------------- Botswana X Barclays Bank of Botswana Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Brazil X Bank Boston ----------------------------- -------------- ----------------- ----------------------------------------------------- Bulgaria X ING Bank ----------------------------- -------------- ----------------- ----------------------------------------------------- Burkina Faso X Societe Generale de Banques en Cote d'Ivoire ----------------------------- -------------- ----------------- ----------------------------------------------------- Canada X Royal Bank of Canada ----------------------------- -------------- ----------------- ----------------------------------------------------- Chile X Bank Boston N.A. ----------------------------- -------------- ----------------- ----------------------------------------------------- China X Standard Chartered Bank ----------------------------- -------------- ----------------- ----------------------------------------------------- Colombia X Cititrust Colombia, S.A. ----------------------------- -------------- ----------------- ----------------------------------------------------- Costa Rica X Banco BCT ----------------------------- -------------- ----------------- ----------------------------------------------------- Croatia X Privredna Banka Zqgreb d.d. ----------------------------- -------------- ----------------- ----------------------------------------------------- Cyprus X Bank of Cyprus ----------------------------- -------------- ----------------- ----------------------------------------------------- Czech Republic X Ceskoslovenska Obchodni Banka, A.S. ----------------------------- -------------- ----------------- ----------------------------------------------------- Denmark X Den Danske Bank ----------------------------- -------------- ----------------- ----------------------------------------------------- EASDAQ X Banque Bruxelles Lambert ----------------------------- -------------- ----------------- ----------------------------------------------------- Ecuador X Citibank, N.A. ----------------------------- -------------- ----------------- ----------------------------------------------------- Egypt X Citibank, N.A. ----------------------------- -------------- ----------------- ----------------------------------------------------- Estonia X Hansabank Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Euromarket - Cedel X Clearstream Euroclear X Euroclear ----------------------------- -------------- ----------------- ----------------------------------------------------- Finland X Merita Bank plc ----------------------------- -------------- ----------------- ----------------------------------------------------- France X Paribas ----------------------------- -------------- ----------------- ----------------------------------------------------- Germany X Dresdner Bank AG ----------------------------- -------------- ----------------- ----------------------------------------------------- Ghana X Barclays Bank of Ghana Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Greece X Paribas ----------------------------- -------------- ----------------- ----------------------------------------------------- Guinea Bissau X Societe Generale de Banques en Cote d'Ivoire ----------------------------- -------------- ----------------- ----------------------------------------------------- Hong Kong X HSBC ----------------------------- -------------- ----------------- ----------------------------------------------------- Hungary X Citibank Budapest Rt. ----------------------------- -------------- ----------------- ----------------------------------------------------- Iceland X Landsbanki Islands ----------------------------- -------------- ----------------- ----------------------------------------------------- India X HSBC X Deutsche Bank AG ----------------------------- -------------- ----------------- ----------------------------------------------------- Indonesia X HSBC ----------------------------- -------------- ----------------- ----------------------------------------------------- Ireland X Allied Irish Banks, plc ----------------------------- -------------- ----------------- ----------------------------------------------------- A= BNY will accept responsibility for negligence and wilful misconduct by the subcustodian. B= BNY does not guarantee or indemnify but will provide "Pass-Through" for any situations. APPENDIX A SUB-CUSTODIAN INDEMNIFICATION POLICY ----------------------------- -------------- ----------------- ----------------------------------------------------- Market A B Sub-Custodian ----------------------------- -------------- ----------------- ----------------------------------------------------- Israel X Bank Leumi LE - Israel B.M. ----------------------------- -------------- ----------------- ----------------------------------------------------- Italy X Banca Commerciale Italiana X Paribas ----------------------------- -------------- ----------------- ----------------------------------------------------- Ivory Coast X Societe Generale - Abidjan ----------------------------- -------------- ----------------- ----------------------------------------------------- Jamaica X CIBC Trust & Merchant Bank Jamaica Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Japan X The Fuji Bank Ltd. X The Bank of Tokyo-Mitsubishi Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Jordan X HSBC Bank Middle East ----------------------------- -------------- ----------------- ----------------------------------------------------- Kazakhstan X ABN/AMRO ----------------------------- -------------- ----------------- ----------------------------------------------------- Kenya X Barclays Bank of Kenya Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Latvia X Hansabanka Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Lebanon X HSBC Bank Middle East ----------------------------- -------------- ----------------- ----------------------------------------------------- Lithuania X Vilniaus Bankas ----------------------------- -------------- ----------------- ----------------------------------------------------- Luxembourg X Banque et Caisse d'Espargne de l'Etat ----------------------------- -------------- ----------------- ----------------------------------------------------- Malaysia X HongKong Bank Malaysia Berhad ----------------------------- -------------- ----------------- ----------------------------------------------------- Mali X Societe Generale de Banques en Cote d'Ivoire ----------------------------- -------------- ----------------- ----------------------------------------------------- Malta X HSBC Bank Malta plc ----------------------------- -------------- ----------------- ----------------------------------------------------- Mauritius X HSBC ----------------------------- -------------- ----------------- ----------------------------------------------------- Mexico X Banco Nacional de Mexico ----------------------------- -------------- ----------------- ----------------------------------------------------- Morocco X Banque Commerciale du Maroc ----------------------------- -------------- ----------------- ----------------------------------------------------- Namibia X Stanbic Bank Namibia Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Netherlands X Mees Pierson ----------------------------- -------------- ----------------- ----------------------------------------------------- New Zealand X Australia & New Zealand Banking Group ----------------------------- -------------- ----------------- ----------------------------------------------------- Niger X Societe Generale de Banques en Cote d'Ivoire ----------------------------- -------------- ----------------- ----------------------------------------------------- Nigeria X Stanbic Merchant Bank Nigeria Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Norway X Den Norske Bank ASA ----------------------------- -------------- ----------------- ----------------------------------------------------- Oman X HSBC Bank Middle East Pakistan X Standard Chartered Bank ----------------------------- -------------- ----------------- ----------------------------------------------------- Panama X BankBoston, N.A. ----------------------------- -------------- ----------------- ----------------------------------------------------- Peru X Citibank, N.A. ----------------------------- -------------- ----------------- ----------------------------------------------------- Philippines X HSBC ----------------------------- -------------- ----------------- ----------------------------------------------------- Poland X Bank Handlowy W Warszawie S.A. ----------------------------- -------------- ----------------- ----------------------------------------------------- Portugal X Banco Comercial Portugues ----------------------------- -------------- ----------------- ----------------------------------------------------- Romania X ING Bank ----------------------------- -------------- ----------------- ----------------------------------------------------- Russia X Vneshtorgbank X Credit Suisse First Boston AO ----------------------------- -------------- ----------------- ----------------------------------------------------- Senegal X Societe Generale de Banques en Cote d'Ivoire ----------------------------- -------------- ----------------- ----------------------------------------------------- Singapore X United Overseas Bank Ltd. X The Development. Bank of Singapore Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Slovakia X Ceskoslovenska Obchodni Banka, AS ----------------------------- -------------- ----------------- ----------------------------------------------------- Slovenia X Bank Austria Creditanstalt d.d. Ljublijan ----------------------------- -------------- ----------------- ----------------------------------------------------- South Africa X Societe Generale Johannesburg X The Standard Bank of South Africa Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- A= BNY will accept responsibility for negligence and wilful misconduct by the subcustodian. B= BNY does not guarantee or indemnify but will provide "Pass-Through" for any situations. APPENDIX A SUB-CUSTODIAN INDEMNIFICATION POLICY ----------------------------- -------------- ----------------- ----------------------------------------------------- Market A B Sub-Custodian ----------------------------- -------------- ----------------- ----------------------------------------------------- South Korea X Standard Chartered Bank ----------------------------- -------------- ----------------- ----------------------------------------------------- Spain X Banco Bilboa Vizcaya Argentaria S.A. (BBVA) ----------------------------- -------------- ----------------- ----------------------------------------------------- Sri Lanka X Standard Chartered Bank ----------------------------- -------------- ----------------- ----------------------------------------------------- Swaziland X Stanbic Bank Swaziland Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Sweden X Skandinaviska Enskilda Banken ----------------------------- -------------- ----------------- ----------------------------------------------------- Switzerland X Credit Suisse First Boston ----------------------------- -------------- ----------------- ----------------------------------------------------- Taiwan X HSBC ----------------------------- -------------- ----------------- ----------------------------------------------------- Thailand X Standard Chartered Bank X Bangkok Bank Public Company Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Togo X Societe Generale de Banques en Cote d'Ivoire ----------------------------- -------------- ----------------- ----------------------------------------------------- Trinidad & Tobago X Republic Bank Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Tunisia X Banque Internationale Arabe de Tunisie ----------------------------- -------------- ----------------- ----------------------------------------------------- Turkey X Osmanli Bankasi A.S. ----------------------------- -------------- ----------------- ----------------------------------------------------- Ukraine X ING Bank ----------------------------- -------------- ----------------- ----------------------------------------------------- United Kingdom NA NA The Bank of New York X The Depository & Clearing Centre (DCC) ----------------------------- -------------- ----------------- ----------------------------------------------------- United States NA NA The Bank of New York ----------------------------- -------------- ----------------- ----------------------------------------------------- Uruguay X Bank Boston, N.A. ----------------------------- -------------- ----------------- ----------------------------------------------------- Venezuela X Citibank, N.A. ----------------------------- -------------- ----------------- ----------------------------------------------------- Zambia X Barclays Bank of Zambia Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- Zimbabwe X Barclays Bank of Zimbabwe Ltd. ----------------------------- -------------- ----------------- ----------------------------------------------------- A= BNY will accept responsibility for negligence and wilful misconduct by the subcustodian. B= BNY does not guarantee or indemnify but will provide "Pass-Through" for any situations.
Fee Schedule for JOHN HANCOCK FUNDS Listed on Schedule II ---------------------------------------- DOMESTIC CUSTODY FEE SCHEDULE 1. Securities Settled and Safekept Within the United States. The Bank of New York's fee for custody services for each account is as follows: Maintenance Charges Asset Holding Annual Basis Points -------------------------------------------------------------------------------- 0 - $10 billion .25 Excess .15 Transaction Charges Category Per Transaction -------------------------------------------------------------------------------- Receive/Delivery - Book Entry $ 5.00 Receive/Delivery - PTC 5.00 Receive/Delivery - Physical 15.00 P & I Payments 5.00 Wires In/Out and official check requests to pay 3.50 Fund related expenses A transaction is defined as a receipt or delivery versus payment or a free receipt or deliver. II. General - Account Maintenance: Monthly fee of $50.00 per account. (Waived) - On-Line Services: $200.00 monthly access fee. (Waived) - Dedicated Line Services: Charged as pass through costs. 1 GLOBAL SECURITIES FEE SCHEDULE ADMINISTRATION/ INSTRUCTION FEE SAFEKEEPING FEE (PER INSTRUCTION) COUNTRY (IN BASIS POINTS)* (U.S. DOLLARS) -------------------------------------------------------------------------------- Argentina (Equities)..................... 22.0 ............. 60 Argentina (Bonds)........................ 18.0 ............. 60 Australia................................ 3.0 ............. 45 Austria (ATS Securities)................. 4.5 ............. 55 Bahrain.................................. 50.0 ............. 140 Bangladesh............................... 50.0 ............. 165 Belgium (Equities)....................... 3.5 ............. 50 Belgium (Bonds).......................... 2.5 ............. 50 Belgium (T/Bills)........................ 2.0 ............. 50 Bermuda.................................. 22.0 ............. 80 Bolivia.................................. 60.0 ............. 150 Botswana................................. 45.0 ............. 150 Brazil................................... 22.0 ............. 30 Bulgaria................................. 45.0 ............. 95 Canada................................... 2.0 ............. 18 Chile.................................... 22.0 ............. 85 China.................................... 22.0 ............. 80 Colombia................................. 50.0 ............. 115 Costa Rica............................... 22.0 ............. 75 Croatia.................................. 35.0 ............. 85 Cyprus................................... 22.0 ............. 65 Czech Republic (Equities/Bonds).......... 22.0 ............. 75 Czech Republic (T/Bills)................. 18.0 ............. 75 Denmark.................................. 3.5 ............. 55 EASDAQ................................... 5.5 ............. 60 Ecuador.................................. 40.0 ............. 85 Egypt.................................... 45.0 ............. 115 Estonia.................................. 12.0 ............. 45 Euromarkets (Euroclear - Eurobonds only**)....................... 1.8 ............. 18 Finland.................................. 6.0 ............. 55 France................................... 3.25 ............. 50 Germany.................................. 2.5 ............. 35 Ghana.................................... 45.0 ............. 150 Greece (Equities)........................ 22.0 ............. 105 Greece (Bonds)........................... 16.0 ............. 105 Hong Kong (Equities/Bonds)............... 6.0 ............. 70 Hong Kong (CMU Bonds).................... 4.0 ............. 50 Hungary (KELER - Equities)............... 30.0 ............. 85 Hungary (KELER - Bonds).................. 30.0 ............. 65 Iceland ................................. 28.0 ............. 80 2 ADMINISTRATION/ INSTRUCTION FEE SAFEKEEPING FEE (PER INSTRUCTION) COUNTRY (IN BASIS POINTS)* (U.S. DOLLARS) -------------------------------------------------------------------------------- India (Dematerialized Securities)....... 20.0 ............. 160 India (Physical Securities)............. 70.0 ............. 335 Indonesia............................... 13.0 ............. 105 Ireland................................. 3.75 ............. 40 Israel.................................. 22.0 ............. 50 Italy................................... 3.25 ............. 55 Ivory Coast............................. 50.0 ............. 155 Jamaica................................. 45.0 ............. 75 Japan................................... 2.5 ............. 25 Jordan (Equities/Bonds)................. 45.0 ............. 140 Jordan (Gov't Bonds).................... 26.0 ............. 100 Kazakhstan (Equities)................... 60.0 ............. 150 Kazakhstan (Bonds)...................... 40.0 ............. 160 Kenya................................... 45.0 ............. 150 Latvia.................................. 55.0 ............. 70 Lebanon (Equities/Bonds)................ 50.0 ............. 140 Lebanon (Gov't Bonds)................... 26.0 ............. 100 Lithuania............................... 22.0 ............. 55 Luxembourg.............................. 5.5 ............. 55 Malaysia................................ 6.0 ............. 65 Malta................................... 22.0 ............. 75 Mauritius............................... 35.0 ............. 135 Mexico.................................. 9.0 ............. 40 Morocco................................. 40.0 ............. 115 Namibia................................. 32.0 ............. 75 Netherlands............................. 4.0 ............. 40 New Zealand............................. 3.5 ............. 50 Nigeria................................. 32.0 ............. 75 Norway.................................. 4.0 ............. 55 Oman.................................... 50.0 ............. 140 Pakistan................................ 35.0 ........... 135 Panama.................................. 65.0 ........... 85 Peru.................................... 40.0 ........... 90 Philippines............................. 10.0 ........... 90 Poland (Equities/Bonds)................. 25.0 ........... 75 Poland (T/Bills) ....................... 12.0 ........... 75 Portugal................................ 10.0 ........... 75 Romania................................. 45.0 ........... 85 Russia (Equities)....................... 65.0 ........... 160 Russia (MinFins)........................ 16.0 ........... 85 Singapore............................... 5.0 ............. 60 Slovak Republic (Equities/Bonds)........ 30.0 ............. 140 Slovak Republic (Promissory Notes)...... 30.0 ............. 260 Slovenia................................ 45.0 ............. 70 South Africa............................ 4.0 ............. 40 South Korea............................. 11.0 ............. 60 Spain (Equities/Bonds).................. 4.5 ............. 60 Spain (Gov't Bonds)..................... 2.5 ............. 60 Sri Lanka............................... 18.0 ............. 90 Swaziland............................... 32.0 ............. 75 3 ADMINISTRATION/ INSTRUCTION FEE SAFEKEEPING FEE (PER INSTRUCTION) COUNTRY (IN BASIS POINTS)* (U.S. DOLLARS) -------------------------------------------------------------------------------- Sweden.............................. 4.0 ............. 50 Switzerland......................... 4.0 ............. 60 Taiwan.............................. 16.0 ............. 90 Thailand............................ 7.0 ............. 75 Trinidad & Tobago................... 30.0 ............. 65 Tunisia (Equities).................. 50.0 ............. 65 Tunisia (Bonds)..................... 35.0 ............. 65 Tunisia (T/Bills)................... 12.0 ............. 65 Turkey (Equities)................... 18.0 ............. 55 Turkey (Bonds)...................... 15.0 ............. 55 UK.................................. 1.5 ............. 30 Ukraine (Equities).................. 70.0 ............. 260 Ukraine (Bonds)..................... 25.0 ............. 85 Uruguay (Equities).................. 60.0 ............. 90 Uruguay (Bonds)..................... 45.0 ............. 90 Venezuela........................... 45.0 ............. 140 Zambia.............................. 45.0 ............. 150 Zimbabwe............................ 45.0 ............. 150 * Fee is expressed in basis points per annum and is calculated based upon month-end market value. ** For non-Eurobond holdings in Euroclear, surcharges apply The above instruction fees are based on an assumption that BNY will receive instructions via SWIFT, BNY proprietary systems or other electronic medium as agreed by BNY. Instructions received through other medium (e.g. Facsimile) may be subject to a surcharge. Out of Pocket Expenses : Charges incurred by The Bank of New York for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual expenses which are unique to the country of investment, will be passed along as incurred. A Foreign Exchange transaction undertaken through a third party will be charged $35.00 per transaction. 4 FUND ACCOUNTING FEE SCHEDULE Accounting Fee (Based on market value of all funds at each calendar month-end) -------------- 2.0 basis points, per annum, on the first $5 billion of net assets 1.5 basis points, per annum, on the next $5 billion of net assets 1.0 basis points, per annum, on the next $5 billion of net assets .75 basis points, per annum, on the excess of net assets Minimum Fees (Per fund) ------------ (a)$30,000 minimum fee, per annum, per domestic portfolio (a)$30,000 minimum fee, per annum, per international portfolio Out-of-Pocket Expenses ---------------------- Out-of-pocket expenses include, but are limited to, the cost of obtaining prices for security evaluations, the cost associated with attendance at Board presentations, legal fees, filing fees, miscellaneous printing, courier and express mail charges, etc. Billing Cycle ------------- The above fees will be billed on a monthly basis. (a) Waived for the first 12 months on any new funds up to a maximum of four funds in any calendar year. This fee is waived for any fund undergoing an incubation exercise. -------------------------------------------------------------------------------- Other ----- The Bank of New York agrees to rebate the following amount against fees due for accounting and custody services as follows: First 12 months @ $29,166.67 per month Next 12 months @ $20,833.33 per month Next 12 months @ $12,500.00 per month These fees are guaranteed for a period of three years from the date of the Contract. Agreed to and accepted by: John Hancock Funds listed on Schedule II The Bank of New York ---------------------------------------- -------------------- Name : Name: Title: Title: Date: Date: 5 EX-99.I 4 i.txt LEGAL OPINION October 25, 2001 John Hancock Sovereign Bond Fund 101 Huntington Avenue Boston, MA 02199 RE: John Hancock Sovereign Bond Fund (the "Trust") John Hancock Bond Fund File Nos. 2-48925; 811-2402 (0000045288) --------------------------- Ladies and Gentlemen: In connection with the filing of Post Effective Amendment No.52 under the Securities Act of 1933, as amended, and Amendment No.35 under the Investment Company Act of 1940, as amended, for John Hancock Sovereign Bond Fund (the "Trust") it is the opinion of the undersigned that the Trust's shares when sold will be legally issued, fully paid and nonassessable. In connection with this opinion it should be noted that the Fund is an entity of the type generally known as a "Massachusetts business trust." The Trust has been duly organized and is validly existing under the laws of the Commonwealth of Massachusetts. Under Massachusetts law, shareholders of a Massachusetts business trust may be held personally liable for the obligations of the Trust. However, the Trust's Declaration of Trust disclaims shareholder liability for obligations of the Trust and indemnifies the shareholders of a Fund, with this indemnification to be paid solely out of the assets of that Fund. Therefore, the shareholder's risk is limited to circumstances in which the assets of a Fund are insufficient to meet the obligations asserted against that Fund's assets. Sincerely, /s/Timothy Fagan ---------------- Timothy Fagan Senior Attorney and Assistant Secretary S:n1a/legalopinion/ EX-99.J 5 j.txt AUDITOR'S CONSENT CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the references to our firm under the captions "Financial Highlights" for the John Hancock Bond Fund (one of the portfolios in a series comprising John Hancock Sovereign Bond Fund) in the John Hancock Income Funds Prospectus and the John Hancock Income Fund's Institutional Class I Share Prospectus and "Independent Auditors" and "Financial Statements" in the John Hancock Bond Fund Class A, B and C and I Shares Statement of Additional Information and to the inclusion in Post-Effective Amendment Number 52 to the Registration Statement (Form N-1A No. 2-48925) of our report dated July 9, 2001 on the financial statements and financial highlights of John Hancock Bond Fund. /s/ERNST & YOUNG LLP -------------------- ERNST & YOUNG LLP Boston, Massachusetts October 24, 2001