As filed with the Securities and Exchange Commission on January 17, 2001. SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT FILE NUMBER 811-0560 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) [X] Filed by the Registrant [ ] Filed by a Party other than the Registrant Check the appropriate box: [X] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 JOHN HANCOCK INVESTMENT TRUST III (Name of Registrant as Specified in Its Charter) JOHN HANCOCK INVESTMENT TRUST III (Name of Person(s) Filing Proxy Statement) Payment of filing fee (check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or 14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission). [ ] Fee paid previously with preliminary materials. [X] No fee required. SHAREHOLDER LETTER - JOHN HANCOCK LARGE CAP GROWTH FUND Dear Fellow Shareholder, I am writing to ask for your vote on important matters concerning your investment in the John Hancock Large Cap Growth Fund. Your fund has an investment restriction imposing a 5% limit on the fund's holdings of securities of any one issuer. In order to allow the fund greater investment flexibility, your fund's trustees are asking you to approve restating this restriction to follow the 1940 Act diversification definition, which allows up to 25% of the fund's assets to be invested regardless of this limit. Your fund's trustees are also asking you to amend other investment restrictions in order to provide your fund with a set of investment restrictions that reflect the current legal and investment environment. Updating these restrictions will bring the fund in line with established standards maintained by the majority of funds within John Hancock Funds. No Change in Investment Objective It is important to note that these proposals do not in any way signal a change in your fund's investment objective. Your fund will continue to seek long-term capital appreciation by investing primarily in stocks of large capitalization companies. These proposals have been unanimously approved by your fund's board of trustees, who believe they will benefit you and your fellow shareholders. They are detailed in the enclosed proxy statement and summarized in the questions and answers on the following pages. I suggest you read both thoroughly before voting. Your Vote Makes a Difference! No matter what size your investment may be, your vote is critical. I urge you to review the enclosed materials and to complete, sign and return the enclosed proxy ballot to us immediately. Your prompt response will help avoid the need for additional mailings. For your convenience, we have provided a postage-paid envelope. If you have any questions or need additional information, please contact your investment professional or call your Customer Service Representative at 1-800-225-5291, Monday through Friday between 8:00 a.m. and 8:00 p.m. Eastern Time. I thank you for your prompt vote on this matter, Sincerely, /s/Maureen R. Ford ------------------ Maureen R. Ford Vice Chairman, President and CEO Q&A for JOHN HANCOCK LARGE CAP GROWTH FUND Q: Why are you modifying the investment restriction regarding investing more than 5% of the total fund's assets in any one issuer? A: Modifying this restriction will provide the fund's portfolio management team with more flexibility with a portion of the fund's assets by allowing them to buy stock of one issuer in amounts greater than 5% of the fund's total assets. This restriction will be modified to follow the 1940 Act diversification definition, which allows up to 25% of a fund's assets to be invested regardless of this limit. Q: Why are several other investment restrictions being amended? A: Your fund's restrictions were drafted in 1968 when the fund began and are now more restrictive than federal law requires. Relaxing these restrictions will bring your fund into conformity with the standards maintained by most of John Hancock's other funds and give your fund more flexibility to respond to opportunities in the marketplace. Q: Do these changes to the fund's investment restrictions signify a change in investment objective and strategy? A: No, these proposals do not in any way signal a change in your fund's investment objective or strategy. Your fund will continue to seek long-term capital appreciation by investing primarily in stocks of large capitalization companies. The fund's portfolio management team will continue to seek out companies that they believe will grow at an above average growth rate. Q: How do I vote? A: Most shareholders vote by completing, signing and returning the enclosed proxy card using the postage-paid envelope provided. If you prefer to vote in person, you are cordially invited to attend a meeting of shareholders of your fund, which will be held at 9:00 A.M. on April 25, 2001, at our 101 Huntington Avenue headquarters in Boston, Massachusetts. You may also vote by calling our toll-free number from a touch-tone phone or via the Internet by utilizing a program provided through a vendor. Please refer to the proxy card for more information and voting instructions. If you choose to vote electronically, you do not need to mail your proxy card. If you vote now, you will help avoid further solicitations. JOHN HANCOCK LARGE CAP GROWTH FUND (a series of John Hancock Investment Trust III) 101 Huntington Avenue Boston, MA 02199 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 25, 2001 This is the formal agenda for your fund's special meeting. It tells you what matters will be voted on and the time and place of the meeting, in case you want to attend in person. To the shareholders of John Hancock Large Cap Growth Fund: A special meeting of shareholders of your fund will be held at 101 Huntington Avenue, Boston, Massachusetts on Wednesday, April 25, 2001 at 9:00 A.M., Eastern time, to consider the following: 1. (a)-(h) Proposals to amend certain investment restrictions of your fund. Your board of trustees recommends that you vote FOR these proposals. 2. Any other business that may properly come before the meeting. Shareholders of record as of the close of business on February 8, 2001 are entitled to vote at the meeting and any related follow-up meetings. Whether or not you expect to attend the meeting, please complete and return the enclosed proxy card. Please take a few minutes to vote now. By order of the board of trustees, /s/Susan S. Newton ------------------ Susan S. Newton Secretary February 27, 2001 PROXY STATEMENT OF JOHN HANCOCK LARGE CAP GROWTH FUND (a series of John Hancock Investment Trust III) This proxy statement contains the information you should know before voting on the proposals as summarized below. Large Cap Growth Fund will furnish without charge a copy of its most recent semiannual and annual reports to any shareholder upon request. Shareholders who want to obtain a copy of these reports should direct all written requests to the attention of the fund, 101 Huntington Avenue, Boston, Massachusetts 02199 or should call John Hancock Funds at 1-800-225-5291. INTRODUCTION This proxy statement is being used by the board of trustees of your fund to solicit proxies to be voted at a special meeting of shareholders of your fund. This meeting will be held at 101 Huntington Avenue, Boston, Massachusetts on Wednesday, April 25, 2001 at 9:00 A.M., Eastern time. The purpose of the meeting is to consider: 1. (a)-(h) Proposals to amend certain investment restrictions of your fund. Your board of trustees recommends that you vote FOR these proposals. 2. Any other business that may properly come before the meeting. This proxy statement and the proxy card are being mailed to your fund's shareholders on or about February 27, 2001. Who is Eligible to Vote? Shareholders of record on February 8, 2001 are entitled to attend and vote on each proposal at the meeting or any adjourned meeting. Each share is entitled to one vote. Shares represented by properly executed proxies, unless revoked before or at the meeting, will be voted according to shareholders' instructions. If you sign a proxy, but do not fill in a vote, your shares will be voted to approve the proposals. If any other business comes before the meeting, your shares will be voted at the discretion of the persons named as proxies. 2 PROPOSALS 1 (a) through 1(h) AMENDMENTS TO THE FUND'S INVESTMENT RESTRICTIONS John Hancock Advisers, Inc. (the "adviser") and your fund's board of trustees recommend amending several fundamental investment restrictions in order to provide your fund with a set of investment restrictions that reflect the current legal and investment environment. Similar changes have already been made to other John Hancock funds. We are asking you to vote on these changes because the restrictions are fundamental and may be changed only with shareholder approval. The Investment Company Act of 1940 (the "1940 Act") requires mutual funds to adopt fundamental investment restrictions covering certain types of investment practices. Your fund's board of trustees recommend that some of your fund's fundamental restrictions be liberalized as permitted under the 1940 Act and current interpretive positions of the Securities and Exchange Commission (the "SEC"). In addition, your fund's trustees recommend the elimination of a fundamental restriction that is not required by the 1940 Act or any other current laws. This restriction was adopted in the past to reflect certain regulatory, business or industry conditions which are no longer in effect. The adviser expects that you will benefit from these proposed changes to the fund's fundamental investment restrictions in several ways. First, the proposed changes to the fund's fundamental restrictions expand the range of investment opportunities and techniques available to manage the fund's portfolio. The adviser carefully evaluates all new investment opportunities to determine whether any would be suitable for the fund given its investment objective, policies and risk profile. The adviser believes that the proposed changes to the fund's fundamental restrictions will provide the fund with additional flexibility to respond more quickly to new developments and changing trends in the marketplace whenever the adviser determines that a response is both appropriate and prudent. Second, the proposed changes to the fund's investment restrictions are designed to produce a clearer and more concise set of restrictions. These revised restrictions parallel the investment restrictions of other funds managed by the adviser, which will facilitate the adviser's compliance efforts. Also, these revised restrictions should assist investors in understanding the characteristics and risks associated with this fund and will allow for more effective comparison to other mutual funds with similar investment objectives. The fund has no current intention of changing its actual investment strategies as a result of these amendments. 3 Proposed Amendments to Investment Restrictions The table below sets forth the fund's current fundamental restrictions in the left hand column and the proposed amended restrictions in the right hand column. - ---------------- -------------------------------------------------------- ---------------------------------------------- Proposal Current Fundamental Restriction Amended Fundamental Restriction - ---------------- -------------------------------------------------------- ---------------------------------------------- 1(a) The Fund may not purchase the securities of issuers Amended as follows: The Fund may not conducting their principal business activity in the purchase the securities of issuers same industry if, immediately after such purchase, the conducting their principal activity in the value of its investments in such industry would exceed same industry if, immediately after such 25% of its total assets taken at market value at the purchase, the value of its investments in time of each investment. This limitation does not such industry would exceed 25% of its total apply to investments in obligations of the U.S. assets taken at market value at the time of Government or any of its agencies or instrumentalities. such investment. This limitation does not apply to investments in obligations of the U.S. Government or any of its agencies, instrumentalities or authorities. * * * * * * Explanation: This restriction has been amended for improved clarity, but has not been substantively changed. - ---------------- -------------------------------------------------------- ---------------------------------------------- 4 - ---------------- -------------------------------------------------------- ---------------------------------------------- Proposal Current Fundamental Restriction Amended Fundamental Restriction - ---------------- -------------------------------------------------------- ---------------------------------------------- 1(b) The fund may not borrow money, except from banks as a Amended as follows: The fund may temporary measure for extraordinary emergency purposes not borrow money, except: (i) for in amounts not to exceed 33 1/3% of the Fund's total temporary or short-term purposes or assets (including the amount borrowed) taken at market for the clearance of transactions value. The Fund will not use leverage to attempt to in amounts not to exceed 33 1/3% of increase income. The Fund will not purchase the value of the fund's total securities while outstanding borrowings exceed 5% of assets (including the amount the Fund's total assets. borrowed) taken at market value; (ii) in connection with the redemption of fund shares or to finance failed settlements of portfolio trades without immediately liquidating portfolio securities or other assets, (iii) in order to fulfill commitments or plans to purchase additional securities pending the anticipated sale of other portfolio securities or assets; (iv) in connection with entering into reverse repurchase agreements and dollar rolls, but only if after each such borrowing there is asset coverage of at least 300% as defined in the 1940 Act; and (v) as otherwise permitted under the 1940 Act. For purposes of this investment restriction, the deferral of trustees' fees and transactions in short sales, futures contracts, options on futures contracts, securities or indices and forward commitment transactions shall not constitute borrowing. * * * * * * Explanation: The amended restriction does not change the maximum amount of money which the fund may borrow but makes more explicit certain exceptions to the general prohibition against borrowing. The amended restriction also affords the fund additional flexibility to borrow money if the adviser determines such borrowing is in the best interests of the fund and is consistent both with the fund's investment objective and with the requirements of the 1940 Act. - ---------------- -------------------------------------------------------- ---------------------------------------------- 5 - ---------------- -------------------------------------------------------- ---------------------------------------------- - ---------------- -------------------------------------------------------- ---------------------------------------------- 1(c) The fund may not issue senior securities, except as Amended as follows: The fund may permitted by paragraphs (2), (3) and (6) [lending, not issue senior securities, except commodities and borrowings, respectively]. For as permitted by the fund's purposes of this restriction, the issuance of shares fundamental investment restrictions of beneficial interest in multiple classes or series, on borrowing, lending and investing the purchase or sale of options, futures contracts in commodities, and as otherwise and options on futures contracts, forward permitted by the 1940 Act. For commitments, forward foreign currency exchange purposes of this restriction, the contracts and repurchase agreements entered into in issuance of shares of beneficial accordance with the Fund's investment policy, and the interest in multiple classes or pledge, mortgage or hypothecation of the Fund's series, the deferral of Trustees' assets within the meaning of paragraph (7) [pledging fees, the purchase or sale of assets]are not deemed to be senior securities. 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 policies are not deemed to be senior securities. * * * * * * Explanation: This restriction has been amended for improved clarity, but has not been substantively changed. - ---------------- -------------------------------------------------------- ---------------------------------------------- 1(d) The fund may not purchase or sell real estate or any Amended as follows: The fund may interest therein, except that the Fund may invest in not purchase, sell or invest in securities of corporate entities secured by real real estate, but subject to its estate or marketable interests therein or issued by other investment policies and companies that invest in real estate or interests restrictions may invest in therein. securities of companies that deal in real estate or are engaged in the real estate business. These companies include real estate investment trusts and securities secured by real estate or interests in real estate. The fund may hold and sell real estate acquired through default, liquidation or other distributions of an interest in real estate as a result of the fund's ownership of securities. * * * * * * Explanation: This restriction has been amended for improved clarity, but has not been substantively changed. - ---------------- -------------------------------------------------------- ---------------------------------------------- 6 - ---------------- -------------------------------------------------------- ---------------------------------------------- 1(e) The fund may not invest in commodities or in commodity Amended as follows: The fund may not invest contracts or in puts, calls, or combinations of both in commodities or commodity futures except options on securities, securities indices, contracts, other than financial derivative currency and other financial instruments, futures contracts. Financial derivatives include contracts on securities, securities indices, currency forward foreign currency contracts; and other financial instruments, options on such financial futures contracts and options on futures contracts, forward commitments, forward financial futures contracts; options and foreign currency exchange contracts, interest rate or warrants on securities, currencies and currency swaps, securities index put or call warrants financial indices; swaps, caps, floors, and repurchase agreements entered into in accordance collars and swaptions; and repurchase with the Fund's investment policies. agreements entered into in accordance with the fund's investment policies. * * * * * * Explanation: This restriction has been amended for improved clarity and to add references to additional derivative instruments, but otherwise has not been substantively changed. - ---------------- -------------------------------------------------------- ---------------------------------------------- 1(f) The fund may not make loans, except that the Fund (1) Amended as follows: The fund may not make may lend portfolio securities in accordance With the loans, except that the fund may (i) lend Fund's investment policies up to 33 1/3% of The Fund's portfolio securities in accordance with the total assets taken at market value, (2) enter into fund's investment policies up to 33 1/3% of repurchase agreements, and (3) purchase all or a the fund's total assets taken at market portion of securities issued or guaranteed by the U.S. value, (ii) enter into repurchase Government or its agencies or instrumentalities, bank agreements, and (iii) purchase all or a loan participation interests, bank certificates of portion of an issue of publicly distributed deposit, bankers' acceptances, debentures or other debt securities, bank loan participation securities, whether or not the purchase is made upon interests, bank certificates of deposit, the original issuance of the securities. bankers' acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities. * * * Explanation: This restriction has been amended for improved clarity and to add a reference to additional debt instruments, but otherwise has not been substantively changed. - ---------------- -------------------------------------------------------- ---------------------------------------------- 7 - ---------------- -------------------------------------------------------- ---------------------------------------------- 1(g) The fund may not pledge, mortgage or hypothecate its Eliminated: (not required by the 1940 Act). assets, except to secure indebtedness permitted by * * * paragraph (6) [borrowing] and then only if such Explanation: This restriction was imposed pledging, mortgaging or hypothecating does not exceed on the fund by state securities regulations 33 1/3% of the Fund's total assets taken at market that no longer apply to the fund. value. - ---------------- -------------------------------------------------------- ---------------------------------------------- 1(h) The fund may not purchase securities of an issuer Amended as follows: The fund may not, with (other than the U.S. Government, its agencies or respect to 75% of the fund's total assets, instrumentalities), if (i) such purchase would cause invest more than 5% of the fund's total more than 5% of the Fund's total assets taken at assets in the securities of any single market value to be invested in the securities of such issuer or own more than 10% of the issuer, or (ii) such purchase would at the time outstanding voting securities of any one result in more than 10% of the outstanding voting issuer, in each case other than (i) securities of such issuer being held by the Fund. securities issued or guaranteed by the U.S. Government, its agencies or its instrumentalities or (ii) securities of other investment companies. * * * Explanation: This restriction has been amended to conform to the definition of diversification under the 1940 Act. - ---------------- -------------------------------------------------------- ---------------------------------------------- BOARD EVALUATION AND RECOMMENDATION The trustees believe that the proposed amendments to the fund's restrictions will more clearly reflect current regulatory practice and will expand the investment opportunities available to the fund. Accordingly, the trustees recommend that you approve the proposal to change the fund's fundamental investment restrictions as described above. If the required approval of a change to a restriction is not obtained, the current investment restriction will continue in effect. The trustees of your fund recommend that the shareholders of your fund vote for the proposal to amend the fund's investment restrictions. VOTING RIGHTS AND REQUIRED VOTE Each share of your fund is entitled to one vote. Approval of each proposal requires the affirmative vote of a majority of the shares of your fund outstanding and entitled to vote. For this purpose, a majority of the outstanding shares of your fund means with respect to each proposal the vote of the lesser of (1) 67% or more of the shares present at the meeting, if the holders of more than 50% of the shares of the fund are present or represented by proxy, or (2) more than 50% of the outstanding shares of the fund. 8 Shares of your fund represented in person or by proxy, including shares which abstain or do not vote with respect to a proposal, will be counted for purposes of determining whether there is a quorum at the meeting. Accordingly, an abstention from voting has the same effect as a vote against a proposal. However, if a broker or nominee holding shares in "street name" indicates on the proxy card that it does not have discretionary authority to vote on a proposal, those shares will not be considered present and entitled to vote on that proposal. Thus, a "broker non-vote" has no effect on the voting in determining whether a proposal has been adopted in accordance with clause (1) above, if more than 50% of the outstanding shares (excluding the "broker non-votes") are present or represented. However, for purposes of determining whether a proposal has been adopted in accordance with clause (2) above, a "broker non-vote" has the same effect as a vote against that proposal because shares represented by a "broker non-vote" are considered to be outstanding shares. INFORMATION CONCERNING THE MEETING Solicitation of Proxies In addition to the mailing of these proxy materials, proxies may be solicited by telephone, by fax or in person, by the trustees, officers and employees of your fund; by personnel of the adviser, the fund's principal distributor, John Hancock Funds, Inc., and the fund's transfer agent, John Hancock Signature Services, Inc., or by broker-dealer firms. In addition, Signature Services, together with Georgeson Shareholder Communications, Inc., a third party solicitation firm, will provide proxy solicitation services at a cost of approximately $140,000, which will be paid by the Fund. The mailing address of the fund, the adviser and John Hancock Funds, Inc. is 101 Huntington Avenue, Boston, Massachusetts, 02199. Revoking Proxies A shareholder signing and returning a proxy has the power to revoke it at any time before it is exercised: o By filing a written notice of revocation with your fund's transfer agent, John Hancock Signature Services, Inc., 1 John Hancock Way, Suite 1000, Boston, Massachusetts 02217-1000, o By returning a duly executed proxy with a later date before the time of the meeting, or o If a shareholder has executed a proxy but is present at the meeting and wants to vote in person, by notifying the secretary of the fund (without complying with any formalities) at any time before it is voted. Being present at the meeting alone does not revoke a previously executed and returned proxy. Outstanding Shares and Quorum As of February 8, 2001, _____________ Class A shares, __________ Class B shares and ________Class C shares of beneficial interest of the fund were outstanding. Only shareholders of record on February 8, 2001 (record date) are entitled to notice of and to vote at the meeting. A majority of the outstanding shares of the fund that are entitled to vote will be considered a quorum for the transaction of business. 9 Other Business The fund's board of trustees knows of no business to be presented for consideration at the meeting other than the proposal. If other business is properly brought before the meeting, proxies will be voted according to the best judgment of the persons named as proxies. Adjournments If a quorum is not present in person or by proxy at the time any session of the meeting is called to order, the persons named as proxies may vote those proxies that have been received to adjourn the meeting to a later date. If a quorum is present but there are not sufficient votes in favor of the proposal, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation of proxies concerning the proposal. Any adjournment will require the affirmative vote of a majority of the fund's shares at the session of the meeting to be adjourned. If an adjournment of the meeting is proposed because there are not sufficient votes in favor of the proposal, the persons named as proxies will vote those proxies favoring the proposal in favor of adjournment, and will vote those proxies against the proposal against adjournment. Telephone Voting In addition to soliciting proxies by mail, by fax or in person, the fund may also arrange to have votes recorded by telephone by officers and employees of the fund or by personnel of the adviser or transfer agent or by a third party solicitation firm. The telephone voting procedure is designed to verify a shareholder's identity, to allow a shareholder to authorize the voting of shares in accordance with the shareholder's instructions and to confirm that the voting instructions have been properly recorded. The fund has not obtained an opinion of counsel about telephone voting, but is currently not aware of any challenge. o A shareholder will be called on a recorded line at the telephone number in the fund's account records and will be asked to provide the shareholder's social security number or other identifying information. o The shareholder will then be given an opportunity to authorize proxies to vote his or her shares at the meeting in accordance with the shareholder's instructions. Alternatively, you can call our toll-free number to vote by telephone. o Read the proxy statement and have your proxy card at hand. o Call the toll-free number located on your proxy card. o Enter the 14-digit "control number" found on your proxy card. o Follow recorded instructions. To ensure that the shareholder's instructions have been recorded correctly, the shareholder will also receive a confirmation of the voting instructions by mail. A toll-free number will be available in case the voting information contained in the confirmation is incorrect. If the shareholder decides after voting by telephone to attend the meeting, the shareholder can revoke the proxy at that time and vote the shares at the meeting. 10 Internet Voting You will have he opportunity to submit your voting instructions via the Internet by utilizing a program provided through a vendor. Voting via the Internet will not affect your right to vote in person if you decide to attend the meeting. Do not mail the proxy card if you are voting via the Internet. To vote via the Internet, you will need the 14-digit "control number" that appears on your proxy card. These Internet voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions, and to confirm that shareholders' instructions have been recorded properly. If you are voting via the Internet you should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by you. o Read the proxy statement and have your proxy card at hand. o Go to the Web site www.jhancock.com/funds/proxy ---------------------------- o Select the shareholders entryway. o Select the proxy voting link. o Enter the 14-digit "control number" found on your proxy card. o Follow the instructions on the Web site. Please call us at 1-800-225-5291 if you have any problems. o To ensure that the your instructions have been recorded correctly, you will also receive a confirmation of the voting instructions immediately after submission and also by e-mail if chosen. OWNERSHIP OF SHARES IN THE FUND To the knowledge of the fund, as of February 8, 2001, the following persons owned of record or beneficially 5% or more of the outstanding Class A, Class B and Class C shares of your fund. [Insert table of 5% and > shareholders here] As of February 8, 2001, the trustees and officers of the fund owned in the aggregate less than 1% of the outstanding shares of the fund. 11 VOTE TODAY BY MAIL, TOUCH-TONE PHONE OR THE INTERNET CALL TOLL-FREE 1-800- 597-7836 OR LOG ON TO WWW.JHANCOCK.COM/FUNDS/PROXY ***control number: 999 999 999 999 99 *** Please fold and detach card at perforation before mailing JOHN HANCOCK LARGE CAP GROWTH FUND THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES SPECIAL MEETING OF SHAREHOLDERS- APRIL 25, 2001 The undersigned, revoking previous proxies, hereby appoint(s) Maureen R. Ford, James J. Stokowski and Susan S. Newton, with full power of substitution in each, to vote all the shares of beneficial interest of John Hancock Large Cap Growth Fund ("Large Cap Growth Fund") which the undersigned is (are) entitled to vote at the Special Meeting of Shareholders (the "Meeting") of Large Cap Growth Fund to be held at 101 Huntington Avenue, Boston, Massachusetts 02199, on April 25, 2001 at 9:00 a.m., Eastern Time, and any adjournment(s) of the Meeting. All powers may be exercised by a majority of all proxy holders or substitutes voting or acting, or, if only one votes and acts, then by that one. Receipt of the Proxy Statement dated February 27, 2001 is hereby acknowledged. If not revoked, this proxy shall be voted for the proposals. Date________________________________, 2001 o Please complete, sign, date and return this proxy in the enclosed envelope as soon as possible. o Please sign exactly as your name or names appear left. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. o If a Corporation, please sign in full corporate name by president or other authorized officer. o If a partnership, please sign in partnership name by authorized person. - ---------------------------------------- Signature(s) VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS Specify your desired action by a check mark in the appropriate space. This proxy will be voted as specified. If no specification is made, the proxy will be voted in favor of each item. The persons named as proxies have discretionary authority which they intend to exercise in favor of the proposals referred to and according to their best judgment as to any other matters which properly come before the meeting. Please vote by filling in the appropriate boxes below. ITEMS 1(a) - (h): To amend certain investment restrictions of the fund. To vote your desired action for each item individually. - ------------------------------------------------------- 1. (a) To amend the fund's investment restriction on investing 25% of its assets in the same industry. FOR [ ] AGAINST [ ] ABSTAIN [ ] 1 (b) To amend the fund's investment restriction on borrowing money. FOR [ ] AGAINST [ ] ABSTAIN [ ] 1 (c) To amend the fund's investment restriction on issuing senior securities. FOR [ ] AGAINST [ ] ABSTAIN [ ] 1 (d) To amend the fund's investment restriction on purchasing real estate. FOR [ ] AGAINST [ ] ABSTAIN [ ] 1 (e) To amend the fund's investment restriction on investing in commodities. FOR [ ] AGAINST [ ] ABSTAIN [ ] 1(f) To amend the fund's investment restriction on loans. FOR [ ] AGAINST [ ] ABSTAIN [ ] 1(g) To amend the fund's investment restriction on pledging its assets. FOR [ ] AGAINST [ ] ABSTAIN [ ] 1(h) To amend the fund's investment restriction on diversification. FOR [ ] AGAINST [ ] ABSTAIN [ ] PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD [GRAPHIC] MUTUAL FUNDS - -------------------------------------------------------------------------------- The garden we plant today must be tended regularly if it's ever to bear fruit. For three decades, John Hancock Portfolio/Account Information Funds has been helping investors ----------------------------- reach their financial goals. Over time our mutual fund family has Proxy Voting grown significantly, but our basic ------------ principles have remained the same. We focus on quality. We aim for Daily Mutual Fund Prices consistency. We think commitment Open-End Funds counts for something in today's Institutional Funds busy world, and we try to deliver Closed-End Funds value in everything we do. 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Not deposits or other obligations of the institution and are not guaranteed by this institution. Subject to investment risks, including possible loss of principal amount invested. ---------------- Shareholder Login PROXY DIRECT TM - -------------------------------------------------------------------------------- [clip art] Back to Home [clip art] Contact Us [clip art] Security [clip art] You can now submit your proxy voting instructions online. To do so please enter your Proxy Control Number in the area below. Your Internet Voting Control Number is located on your proxy ballot and identified as CONTROL NUMBER or INTERNET CONTROL NUMBER. - -------------------------------------------------------------------------------- Enter Control Number here: [ ]_ [ ]_ [ ]_ [ ] Continue - -------------------------------------------------------------------------------- Your browser must support JavaScript 1.1 or higher and be able to accept cookies in order to continue. 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The status of the Server ID is Valid. ---------------- John Hancock Fund Proxy PROXY DIRECT TM - -------------------------------------------------------------------------------- [clip art] Back to Home [clip art] Contact Us [clip art] Security [clip art] [LOGO] John Hancock ------------------ JOHN HANCOCK FUNDS [Clip art] Below is the list of your holdings. Text next to each holding's name indicates whether you wish to vote as the Board recommends or to submit your individual instructions. To change between board recommended and individual instructions click on the name of the holding, then follow the additional instructions. YOU MUST CLICK VOTE NOW! BUTTON TO COMPLETE YOUR SESSION --------- ------------------------------------------------------------------- List of Your Holdings Voting instructions - -------------------------------------------------------------------------------- [Clip art] John Hancock Large Cap Growth Fund > as recommended by the Board - -------------------------------------------------------------------------------- ^ Click on arow to modify voting instructions - -------------------------------------------------- [Clip art] Help me... [Clip art] Abort [Clip art] Vote Now! ---------- ----- --------- If you need help navigating the You can quit Internet voting at Once you have completed site or experience problems any time, however, your voting selection of your voting during your online session, this instructions set up during this instructions and are ready to page may provide you with session will be disregarded submit them for processing click answers the Vote Now! button - ------------------------------------------------------------------------------------------------ [clip art] Back to Home [clip art] Contact Us [clip art] Security (C)2000 PROXY DIRECT TM - ------------------------------------------------------------------------------------------------ ---------------- John Hancock Fund Proxy PROXY DIRECT TM - -------------------------------------------------------------------------------- [clip art] Back to Home [clip art] Contact Us [clip art] Security [clip art] Shareholder: [LOGO] John Hancock -------------------- JOHN HANCOCK FUNDS Account: Previous vote: John Hancock Large Cap Growth Fund - ------------------------------------------------------------------------------------------------------------------------------------ Applicable Campaign Proposals Mark All => [For] [Against] [Board] - ------------------------------------------------------------------------------------------------------------------------------------ 1.a To amend the fund's investment restriction on investing 25% of its assets in the same industry. For Against Abstain - ------------------------------------------------------------------------------------------------------------------------------------ 1.b To amend the fund's investment restriction on borrowing money. For Against Abstain - ------------------------------------------------------------------------------------------------------------------------------------ 1.c To amend the fund's investment restriction on issuing senior securities. For Against Abstain - ------------------------------------------------------------------------------------------------------------------------------------ 1.d To amend the fund's investment restriction on purchasing real estate. For Against Abstain - ------------------------------------------------------------------------------------------------------------------------------------ 1.e To amend the fund's investment restriction on investing in commodities. For Against Abstain - ------------------------------------------------------------------------------------------------------------------------------------ 1.f To amend the fund's investment restriction on loans. For Against Abstain - ------------------------------------------------------------------------------------------------------------------------------------ 1.g To amend the fund's investment restriction on pledging its assets. For Against Abstain - ------------------------------------------------------------------------------------------------------------------------------------ 1.h To amend the fund's investment restriction on diversification. For Against Abstain - ------------------------------------------------------------------------------------------------------------------------------------ Any other business that may properly come before the meeting. - ------------------------------------------------------------------------------------------------------------------------------------ Voting Instructions ^ ---------------------------------------------------- [Clip art] Answers have been marked according to the Board's recommendation. [Clip art] Cancel [Clip art] Continue Please change responses as appropiate before submission. ------ -------- - ------------------------------------------------------------------------------------------------ [clip art] Back to Home [clip art] Contact Us [clip art] Security (C)2000 PROXY DIRECT TM - ------------------------------------------------------------------------------------------------ ---------------- John Hancock Fund Proxy PROXY DIRECT TM - -------------------------------------------------------------------------------- [clip art] Back to Home [clip art] Contact Us [clip art] Security [clip art] Thank you, your voting instructions have been submitted for processing. If necessary, you can revisit Internet Voting site anytime before the Meeting Date on Wednesday, April 25, 2001 at 9:00:00 AM[EST] to submit new voting instructions. This is the summary of your voting instructions delivered to John Hancock. It is not a receipt or vote confirmation. You may print this page for your records. NOTE: Internet voting for this proxy is currently in tsting stage. Your vote has not been actually entered into the APPS/TR system for tabulation. Instructions submitted on Monday, January 08, 2001 Transaction Code: 2341234123-175659389 John Hancock Large Cap Growth Fund - -------------------------------------------------------------------------------- 1.a Amend the fund's investment restriction on investing 25% of its assets in the same industry. 1.b Amend the fund's investment restriction on borrowing money. 1.c Amend the fund's investment restriction on issuing senior securities. 1.d Amend the fund's investment restriction on purchasing real estate. 1.e Amend the fund's investment restriction on investing in commodities. 1.f Amend the fund's investment restriction on loans. 1.g Amend the fund's investment restriction on pledging its assets. 1.h Amend the fund's investment restriction on diversification. 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[LOGO] John Hancock -------------------- JOHN HANCOCK FUNDS - ------------------------------------------------------------------------------------------------ [clip art] Back to Home [clip art] Contact Us [clip art] Security (C)2000 PROXY DIRECT TM - ------------------------------------------------------------------------------------------------ ---------------- Help & Support PROXY DIRECT TM - -------------------------------------------------------------------------------- [clip art] Back to Home [clip art] Contact Us [clip art] Security [clip art] ==> Signing on to PROXY DIRECT TM online proxy voting site ==> How do I vote my proxy online? ==> Voting Instructions indicator ==> Electronic Vote Confirmation ==> Page layout looks a bit (or completely) off ==> I have already sent my paper ballot, what now? ==> Can I change my previous voting instructions submitted online? ==> I am unable to sign on ==> Error while Printing Vote Submission Confirmation Click here to return to previous page - ------------------------------------------------------------------------------------------------ [clip art] Back to Home [clip art] Contact Us [clip art] Security (C)2000 PROXY DIRECT TM - ------------------------------------------------------------------------------------------------ ---------------- PROXY DIRECT TM Sign-Off PROXY DIRECT TM - -------------------------------------------------------------------------------- [clip art] Back to Home [clip art] Contact Us [clip art] Security [clip art] [LOGO] John Hancock ------------------ JOHN HANCOCK FUNDS Your PROXY DIRECT TM voting session has been closed Back to Sign-On