Amendment of Section 5.11 and
Establishment and Designation of
Class A Shares, Class B Shares, Class C Shares, and Class I Shares
of Beneficial Interest of
John Hancock Classic Value Fund
a Series of John Hancock Capital Series
Establishment and Designation of New Series of Shares
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The undersigned, being a majority of the Trustees of John Hancock
Capital Series, a Massachusetts business Trust (the "Trust"), acting pursuant to
the Amended and Restated Declaration of Trust dated June 8, 1999, as amended
from time to time (the "Declaration of Trust"), do hereby establish an
additional series of shares of the Trust (the "Shares"), having rights and
preferences set forth in the Declaration of Trust and in the Trust's
Registration Statement on Form N-1A, which Shares shall represent undivided
beneficial interests in a separate portfolio of assets of the Trust (the "Fund")
designated "John Hancock Classic Value Fund". The Shares are divided to create
four classes of Shares of the Fund as follows:
1. The four classes of Shares of the Fund established and designated
hereby are "Class A Shares", "Class B Shares", "Class C Shares", and
"Class I Shares", respectively.
2. Class A Shares, Class B Shares, Class C Shares, and Class I Shares
shall each be entitled to all of the rights and preferences accorded to
Shares under the Declaration of Trust.
3. The purchase price of Class A Shares, of Class B Shares, of Class C
Shares, and of Class I Shares, the method of determining the net asset
value of Class A Shares, of Class B Shares, of Class C Shares, and of
Class I Shares, and the relative dividend rights of holders of Class A
Shares, of holders of Class B Shares, of holders of Class C Shares, and
of holders of Class I Shares shall be established by the Trustees of
the Trust in accordance with the provisions of the Declaration of Trust
and shall be as set forth in the Prospectus and Statement of Additional
Information of the Fund included in the Trust's Registration Statement,
as amended from time to time, under the Securities Act of 1933, as
amended and/or the Investment Company Act of 1940, as amended.
The Declaration of Trust is hereby amended to the extent necessary to
reflect the establishment of such additional series of Shares, effective
November 11, 2002.
Amendment of Section 5.11
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The undersigned, being a majority of the Trustees of John Hancock
Capital Series, a Massachusetts business trust (the "Trust"), acting pursuant to
Section 8.3 of the Amended and Restated Declaration of Trust dated June 8, 1999,
as amended from time to time, do hereby amend Section 5.11, effective November
11, 2002, as follows:
1. Section 5.11 (a) shall be deleted and replaced with the
following:
Without limiting the authority of the Trustees set forth in
Section 5.1 to establish and designate any further Series or
Classes, the Trustees hereby establish the following Series:
John Hancock Core Equity Fund, John Hancock Classic Value
Fund, and John Hancock U.S. Global Leaders Growth Fund, each
of which consists of Class A Shares, Class B Shares, Class C
Shares, and Class I Shares (the "Existing Series").
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Declaration of Trust.
IN WITNESS WHEREOF, the undersigned have executed this instrument on
the 27th day of August 2002.
/s/Dennis S. Aronwoitz /s/Gail D. Fosler
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Dennis S. Aronowitz Gail D. Fosler
/s/Richard P. Chapman, Jr. /s/William F. Glavin
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Richard P. Chapman, Jr. William F. Glavin
/s/William J. Cosgrove /s/John A. Moore
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William J. Cosgrove John A. Moore
/s/John M. DeCiccio /s/Patti McGill Peterson
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John M. DeCiccio Patti McGill Peterson
/s/Richard A. Farrell /s/John W. Pratt
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Richard A. Farrell John W. Pratt
/s/Maureen R. Ford
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Maureen R. Ford
The Declaration of Trust, a copy of which, together with all amendments
thereto, is on file in the office of the Secretary of State of The Commonwealth
of Massachusetts, provides that no Trustee, officer, employee or agent of the
Trust or any Series thereof shall be subject to any personal liability
whatsoever to any Person, other than to the Trust or its shareholders, in
connection with Trust Property or the affairs of the Trust, save only that
arising from bad faith, willful misfeasance, gross negligence or reckless
disregard of his/her duties with respect to such Person; and all such Persons
shall look solely to the Trust Property, or to the Trust Property of one or more
specific Series of the Trust if the claim arises from the conduct of such
Trustee, officer, employee or agent with respect to only such Series, for
satisfaction of claims of any nature arising in connection with the affairs of
the Trust.