As filed with the Securities and Exchange Commission on December 7, 2006.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-21777
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK FUNDS III
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK FUNDS 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.
- --------------------------------------------------------------------------------
Important Information
- --------------------------------------------------------------------------------
[LOGO]
JOHN HANCOCK
- ------------------
MUTUAL FUNDS
December 13, 2006
Dear Shareholder:
We want to share with you the details of an important proxy that is enclosed and
requires your action. It is being sent to you because you own one or more of the
seven funds that are impacted. They are:
John Hancock Growth Fund John Hancock Intrinsic Value Fund
John Hancock Growth Opportunities Fund John Hancock U.S. Core Fund
John Hancock International Core Fund John Hancock Value Opportunities Fund
John Hancock International Growth Fund
In June of this year, John Hancock added these seven new offerings to our fund
family. All seven of these funds are sub-advised by GMO, a Boston-based
institutional money manager. Unlike all of the other funds in the John Hancock
family, these seven funds are currently overseen by a group of Trustees who also
have responsibility for our multi-managed Lifestyle and Lifecycle Portfolios
that are offered both as part of our retail mutual fund line-up and also within
our retirement plan and variable annuity products.
We would like to consolidate responsibility for the oversight of these seven
funds to the same group of Trustees that oversees John Hancock's other retail
mutual funds.
Each of these funds is a series within a trust entitled John Hancock Funds III
("JHF III") and you are being asked to elect "new" trustees to serve on JHF
III's Board of Trustees. Three of the nominees are already trustees of JHF III,
while the remaining six nominees are current trustees of the other retail mutual
funds in the John Hancock family.
The enclosed proxy statement describes each Trustee's qualifications and lists
the other John Hancock funds they oversee. Please take the time to read the
enclosed materials. If you own shares of more than one of the funds listed
above, you will receive a proxy card for each of those funds. Please vote one
for each fund. This combined proxy statement may save you the time of reading
more than one document before you vote. Remember, your vote is extremely
important, no matter how large or small your fund holdings.
We encourage you to vote by telephone using the number that appears on your
proxy card(s). There is a shareholder meeting being held on December 21, 2006
regarding this matter. If you later decide to attend, you may revoke your proxy
and vote your shares in person at the meeting. Whichever voting method you
chose, please take the time to read the full text of the proxy statement before
you vote.
Your vote is very important to us. If you have any questions before you vote,
please call a John Hancock Customer Service Representative at 1-800-225-5291.
Thank you for your assistance in helping us with the realignment of the various
boards that oversee your funds. We appreciate your continued investment with the
John Hancock family of funds.
Sincerely,
/s/Keith F. Hartstein
Keith F. Hartstein
President and Chief
Executive Officer
GROWTH FUND
GROWTH OPPORTUNITIES FUND
INTERNATIONAL CORE FUND
INTERNATIONAL GROWTH FUND
INTRINSIC VALUE FUND
U.S. CORE FUND
VALUE OPPORTUNITIES FUND
FUNDS OF
JOHN HANCOCK FUNDS III
601 Congress Street
Boston, Massachusetts 02210-2805
1-800-225-5291
Notice of Special Meeting of Shareholders
to be Held on December 21, 2006
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting") of
Growth Fund, Growth Opportunities Fund, International Core Fund, International
Growth Fund, Intrinsic Value Fund, U.S. Core Fund and Value Opportunities Fund
(each a "Fund" and together the "Funds"), each a separate series of John Hancock
Funds III ("JHF III"), will be held at an office of JHF III, 601 Congress
Street, Boston, Massachusetts 02210-2805, on December 21, 2006, at 10:00 a.m.
Eastern Time. The purpose of the Meeting is to consider and act upon the
following proposal, and to transact such other business as may properly come
before the Meeting or any adjournments thereof.
1. To elect a Board of Trustees of JHF III.
2. To transact such other business as may properly come before the meeting or
any adjournment of the meeting.
The Board of Trustees has fixed the close of business on November 30, 2006 as
the record date for the determination of the shareholders of each of the Funds
entitled to notice of, and to vote at, such Meeting and any adjournments
thereof.
By order of the Board of Trustees,
Thomas Kinzler
Secretary
Boston, Massachusetts
December 13, 2006
Your vote is important--please vote your shares promptly.
Shareholders are invited to attend the Meeting in person. Any shareholder who
does not expect to attend the Meeting is urged to vote using the touch-tone
telephone voting instructions found below or indicate voting instructions on the
enclosed proxy card, date and sign it, and return it in the envelope provided,
which needs no postage if mailed in the United States. In order to avoid
unnecessary expense, we ask your cooperation in responding promptly, no matter
how large or small your holdings may be.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance to
you and help avoid the time and expense involved in validating your vote if you
fail to execute your proxy card properly.
1. Individual Accounts: Your name should be signed exactly as it appears in
the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. All other accounts should show the capacity of the individual signing. This
can be shown either in the form of the account registration itself or by the
individual executing the proxy card.
INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE
1. Read the proxy statement, and have your proxy card handy.
2. Call the toll-free number indicated on your proxy card.
3. Enter the control number found on the front of your proxy card.
4. Follow the recorded instructions to cast your vote.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
GROWTH FUND
GROWTH OPPORTUNITIES FUND
INTERNATIONAL CORE FUND
INTERNATIONAL GROWTH FUND
INTRINSIC VALUE FUND
U.S. CORE FUND
VALUE OPPORTUNITIES FUND
FUNDS OF
JOHN HANCOCK FUNDS III
TO BE HELD ON DECEMBER 21, 2006
This Proxy Statement is furnished to shareholders ("Shareholders") in connection
with a solicitation of proxies made by, and on behalf of, the Board of Trustees
("Trustees" or "Board") of John Hancock Funds III ("JHF III") and each series of
JHF III set forth above (each a "Fund" and together the "Funds") to be used at
the Special Meeting of Shareholders of JHF III and at any adjournments thereof
(the "Meeting"), to be held on December 21, 2006 at 10:00 a.m. Eastern Time at
601 Congress Street, Boston, Massachusetts 02210, an office of JHF III and John
Hancock Investment Management Services, LLC ("JHIMS"), the Funds' investment
adviser. You may request a free copy of the Funds' most recent semi-annual
shareholder report free of charge by sending a written request to the Funds at
601 Congress Street, Boston, Massachusetts 02210, or by calling John Hancock
Funds at 1-800-225-5291.
The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is being made primarily by the mailing of this Proxy Statement and
the accompanying proxy cards on or about December 13, 2006. Supplementary
solicitations may be made by mail, telephone, telegraph, facsimile, electronic
means or by personal interview by representatives of JHF III.
Shareholders of record at the close of business on November 30, 2006, are
entitled to receive notice of, and to vote at, the Meeting. Shareholders are
entitled to one vote for each Fund share held and fractional votes for each
fractional Fund share held. Shareholders can vote only on matters affecting the
Fund(s) of which they are Shareholders. Shares represented by executed and
unrevoked proxies will be voted in accordance with the specifications made
thereon. If any enclosed form of proxy is executed and returned, it nevertheless
may be revoked by another proxy, by calling the toll-free telephone number or by
letter directed to the relevant Fund, which must indicate the Shareholder's name
and account number. To be effective, such revocation must be received before the
Meeting. In addition, any Shareholder who attends the Meeting in person may vote
by ballot at the Meeting, thereby canceling any proxy previously given.
Votes cast for all Funds count towards the election of Trustees, therefore it is
essential that Shareholders who own shares in more than one Fund complete, date,
sign and return each proxy card they receive.
Information as to the number of shares outstanding and share ownership for each
Fund is set forth on Appendix A to this Proxy Statement.
The principal executive offices of each Fund are located at 601 Congress Street,
Boston, Massachusetts 02210. Copies of each Fund's most recent Semi-Annual
Report is available upon request, without charge, by writing to the Fund at 601
Congress Street, Boston, Massachusetts 02210, or by calling toll-free
1-800-892-9552.
o Growth Fund ("Growth")
o Growth Opportunities Fund ("Growth Opportunities")
o International Core Fund ("International Core")
1
o International Growth Fund ("International Growth")
o Intrinsic Value Fund ("Intrinsic Value")
o U.S. Core Fund ("U.S. Core")
o Value Opportunities Fund ("Value Opportunities")
VOTE REQUIRED: Approval of Proposal 1 requires the affirmative vote of a
plurality of the shares of JHF III voted in person or by proxy at the Meeting.
With respect to the Proposal, votes to ABSTAIN and broker non-votes, if
applicable, will have the same effect as votes cast AGAINST the Proposal.
1. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect a Board of Trustees of JHF III. It is
intended that the enclosed proxy will be voted for the nominees listed below
unless such authority has been withheld in the proxy. A nominee shall be elected
immediately upon shareholder approval, unless he or she is proposed to begin
service at a later date.
Three of the nominees already serve as Trustees of JHF III while the remaining
six nominees are current trustees of other funds in the John Hancock family of
funds. The election of a number of new trustees to JHF III is being proposed in
connection with consolidation of responsibilities of the various boards that
oversee investment companies sponsored by John Hancock. The Funds are sold
primarily to investors who purchase shares through brokers and other financial
intermediaries. Other John Hancock-sponsored funds that are primarily sold in
this manner currently are overseen by a board of trustees consisting of the
nominees proposed to be elected for JHF III. Accordingly, the proposed election
will align oversight of the Funds under the same Board members that oversee all
other similarly marketed John Hancock mutual funds. Boards with different
members will continue to oversee other John Hancock-sponsored funds that are
marketed primarily to retirement plan and variable insurance product investors.
Nominees Charles L. Ladner, William H. Cunningham and James R. Boyle each
presently serve as Trustees of JHF III and have served in that capacity
continuously since originally elected in August 2005. Those Trustees who are
currently serving as Trustees to JHF III, but who are not nominees ("Current
Trustees") will continue to serve as Trustees until such time as the nominees
are duly elected by Shareholders at the Meeting. At such time, the Current
Trustees will resign and the newly elected Trustees will assume their positions.
In the election of Trustees, those nominees receiving the highest number of
votes cast at the Meeting, provided a quorum is present, shall be elected.
"Interested" nominees are those persons who are "interested persons" (as defined
in the Investment Company Act of 1940, as amended (the "1940 Act")) of JHF III,
because of, among other reasons, their positions held with JHIMS or an
affiliate. Those nominees who are not interested persons of JHF III
("Independent" nominees) and those Interested nominees are set forth below under
the appropriate headings. The business address of each of the Interested and
Independent nominees is: John Hancock Funds, 601 Congress Street, Boston,
Massachusetts 02210. Information about each nominee's ownership of shares of the
Funds and other relevant information, including information about the Funds'
officers, is set forth in Appendix B and Appendix D to this Proxy Statement.
At a meeting held September 28-29, 2006, the Nominating Committee (discussed
herein) of JHF III recommended to the full Board the nomination of the Trustee
nominees set forth below. The full Board then approved such nominations and
authorized calling the Meeting and the solicitation of proxies for this
proposal.
2
Nominees for Election:
Number
of Funds
in Fund
Complex
Name and Principal Occupation(s) and other Year of Overseen
Year of Birth Directorships during the Past Five Years Election by Trustee
- -------------------- ----------------------------------------------------------------- -------- ----------
Independent Nominees
James F. Carlin Director and Treasurer, Alpha Analytical Inc. (chemical analysis) N/A 53
(1940) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance
Agency, Inc. (since 1995); Part Owner and Vice President, Mone
Lawrence Carlin Insurance Agency, Inc. (since 1996); Chairman and
CEO, Carlin Consolidated, Inc. (management/investments) (since
1987); Trustee, Massachusetts Health and Education Tax Exempt
Trust (since 1993); Director of the following: Uno Restaurant
Corp. (until 2001); Trustee of John Hancock Funds (since 2005)*.
Richard P. Chapman, Jr. President and Chief Executive Officer, Brookline Bancorp, Inc. N/A 53
(1935) (lending) (since 1972); and Director, Northeast Retirement
Services, Inc. (retirement administration) (since 1998). Chairman,
Northeastern University Board of Trustees (since 2004); Trustee of
John Hancock (since 2005)*.
William H. Cunningham Former Chancellor, University of Texas System and former President 2005 143
(1944) of the University of Texas, Austin, Texas; Chairman and CEO, IBT
Technologies (until 2001); Director of the following: John Hancock
Funds (since 2005)*, John Hancock Funds III (since 2005)*,
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise
Television Corp. (until 2001), Symtx, Inc. (electronic
manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until
2004), Pinnacle Foods Corporation (until 2003), rateGenius (until
2003), Jefferson-Pilot Corporation (diversified life insurance
company) (until 2006), New Century Equity Holdings (formerly
Billing Concepts) (until 2001), eCertain (until 2001),
ClassMap.com (until 2001), Agile Ventures (until 2001), AskRed.com
(until 2001), Southwest Airlines, Introgen, and Viasystems Group,
Inc. (electronic manufacturer (until 2003); Advisory Director, Q
Investments (until 2003); Advisory Director, JPMorgan Chase
(formerly Texas Commerce Bank-Austin), LIN Television (since
2002), WilTel Communications (until 2003) and Hayes Lemmerz
International, Inc. (diversified automotive parts supply company)
(since 2003).
Ronald R. Dion Chairman and Chief Executive Officer, R. M. Bradley & Co., Inc.; N/A 53
(1946) Chairman and Trustee of John Hancock Funds (since 2005)*;
Director, The New England Council and Massachusetts Roundtable;
Director, Boston Stock Exchange; Trustee, North Shore Medical
Center; Director, BJ's Wholesale Club, Inc. and a corporator of
the Eastern Bank; Trustee, Emmanuel College;. Director, Boston
Municipal Research Bureau; Member of the Advisory Board, Carroll
Graduate School of Management at Boston College.
Charles L. Ladner Chairman and Trustee, Dunwoody Village, Inc. (retirement services) 2005 143
(1938) (until 2003); Senior Vice President and Chief Financial Officer,
UGI Corporation (public utility holding company) (retired 1998);
Vice President and Director for AmeriGas, Inc. (retired 1998);
Director, Parks and History Association (until 2007); Chairman
(2004-2005) and Trustee (since 2005) of John Hancock Funds*.
John A. Moore President and Chief Executive Officer, Institute for Evaluating N/A 53
(1939) Health Risks, (nonprofit institution) (until 2001). Senior
Scientist, Sciences International (health research) (until 2003);
Principal, Hollyhouse (consulting) (since 2000); Director, CIIT
(nonprofit research) (since 2002); Trustee of John Hancock Funds
(since 1996)*.
Patti McGill Peterson Executive Director, Council for International Exchange of Scholars N/A 53
(1943) and Vice President, Institute of International Education (since
1998); Former President of Wells College and St. Lawrence
University; Director, Niagara Mohawk Power Corporation (until
2003); Director, Ford Foundation, International Fellowships
Program (since 2002); Director, Lois Roth Endowment (since 2002);
Director, Council for International Exchange (since 2003); Trustee
of John Hancock Funds (since 2005)*.
Steven R. Pruchansky Chairman and Chief Executive Officer, Greenscapes of Southwest N/A 53
(1944) Florida, Inc. (since 2000); Managing Director, JonJames, LLC (real
estate) (since 2001); Trustee of John Hancock Funds (since 2005)*.
Interested Nominee
James R. Boyle** Chairman and Director, John Hancock Advisers, LLC, The Berkeley 2005 237
(1959) Financial Group, LLC ("The Berkeley Group") (holding company) and
John Hancock Funds, LLC.*; President, John Hancock Annuities;
Executive Vice President, John Hancock Life Insurance Company
(since June, 2004); President U.S. Annuities; Senior Vice
President, The Manufacturers Life Insurance Company (U.S.A) (prior
to 2004).
3
* The Trustee serves on one or more boards within the John Hancock fund
complex. The number of funds listed as overseen by the Trustee represents
the total number of funds in the John Hancock fund complex overseen by the
Trustee.
** "Interested person," as defined in the 1940 Act, of the Funds and JHIMS.
If elected, the Trustees will hold office without limit in time except that (a)
any Trustee may resign; (b) any Trustee may be removed by written instrument,
signed by at least two-thirds of the number of Trustees prior to such removal;
and (c) a Trustee may be removed at any Special Meeting of shareholders by a
two-thirds vote of the outstanding voting securities of JHF III. In case a
vacancy shall for any reason exist, the remaining Trustees will fill such
vacancy by appointing another Trustee, so long as, immediately after such
appointment, at least two-thirds of the Trustees have been elected by
shareholders. If, at any time, less than a majority of the Trustees holding
office has been elected by the shareholders, the Trustees then in office will
promptly call a shareholders' meeting for the purpose of electing a Board of
Trustees. Otherwise, there will normally be no meeting of shareholders for the
purpose of electing Trustees.
Each Fund typically pays its Trustees its allocated portion of an annual
retainer and a fee per meeting attended for the Funds and other funds in the
John Hancock family of funds. For more information on the amount of compensation
paid to each nominee by a Fund and by all funds in the John Hancock family of
funds for which such nominee served as Trustee, see Appendix B to this Proxy
Statement.
For additional information on the number of meetings of the Board held and the
committees of JHF III, refer to Appendix B to this Proxy Statement.
ADDITIONAL INFORMATION
Investment Adviser, Sub-Adviser, Distributor and Transfer Agent
John Hancock Investment Management Services, LLC, located at 601 Congress
Street, Boston, Massachusetts 02210, serves as each Fund's investment adviser.
Grantham, Mayo, Van Otterloo & Co. LLC, located at 40 Rowes Wharf, Boston,
Massachusetts 02110, serves as each Fund's investment sub-adviser.
John Hancock Funds, LLC., located at 601 Congress Street, Boston, Massachusetts
02210, serves as each Fund's principal underwriter and distribution agent.
John Hancock Signature Services, Inc., located at 1 John Hancock Way, Suite
1001, Boston, Massachusetts 02217, serves as the Funds' transfer agent.
Voting Information
Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares of JHF III voted in person or by proxy at the Meeting. With respect to
the Proposal, votes to ABSTAIN and broker non-votes, if applicable, will have
the same effect as votes cast AGAINST the Proposal. Shares represented by
executed and unrevoked proxies will be voted in accordance with the
specifications made thereon, and if no voting instructions are given, shares
will be voted "FOR" the proposal. Any shareholder giving a proxy may revoke it
at any time before it is exercised by submitting to the Fund a written notice of
revocation or a subsequently executed proxy, by calling the toll-free telephone
number or by attending the Meeting and voting in person.
If a proxy is properly executed and returned accompanied by instructions to
withhold authority to vote, represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote Fund
shares on a particular matter with respect to which the broker or nominee does
not have a discretionary power) or is marked with an abstention (collectively,
"abstentions"), the Fund shares represented thereby will be considered to be
present at the Meeting for purposes of determining the existence of a quorum for
the transaction of business. Abstentions will not constitute a vote in favor of
the proposal.
A quorum must be present in order for the Meeting to take place. A "quorum" is
established if the holders of a majority of the shares issued and outstanding
and entitled to vote at the Meeting are present either in person or by proxy. If
a quorum is not present at the Meeting, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies.
4
Shares of each Fund will be voted in the aggregate and not by class of shares
with respect to the proposal. In accordance with JHF III's Proxy Voting
Policies, proxies for shares of each Fund held by any of the Lifestyle Funds
(i.e., the Lifestyle Aggressive Portfolio, Lifestyle Growth Portfolio, Lifestyle
Balanced Portfolio, Lifestyle Moderate Portfolio and Lifestyle Conservative
Portfolio) will be voted in the same proportion as votes cast by all other
shareholders of such Fund.
Costs of the Meeting
The costs of the Meeting, including the solicitation of proxies, will be paid by
JHIMS, the Funds' investment adviser. Persons holding shares for the beneficial
owner(s) as nominees will be reimbursed by JHIMS, upon request, for their
reasonable expenses in sending soliciting material to the principals of the
accounts. In addition to the solicitation of proxies by mail, Trustees, officers
and employees of the Funds or of JHIMS may solicit proxies in person or by
telephone. John Hancock Signature Services, Inc. has been retained to assist in
the solicitation of proxies at no additional cost to the Funds or shareholders
of JHF III.
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the Funds may
also arrange to have votes recorded by telephone by officers and employees of
the Funds or by the personnel of JHIMS or the transfer agent or solicitor. The
telephone voting procedure is designed to verify a shareholder's identity, to
allow a shareholder to authorize the voting of shares in accordance with the
shareholder's instructions and to confirm that the voting instructions have been
properly recorded.
o A shareholder will be called on a recorded line at the telephone number in
the Funds' account records and will be asked to provide the shareholder's social
security number or other identifying information.
o The shareholder will then be given an opportunity to authorize proxies to
vote his or her shares at the meeting in accordance with the shareholder's
instructions.
Alternatively, a shareholder may call the Funds' Voice Response Unit to vote:
o Read the proxy statement and have your proxy card at hand.
o Call the toll-free-number located on your proxy card.
o Follow recorded instructions.
With both methods of telephone voting, to ensure that the shareholder's
instructions have been recorded correctly, the shareholder will also receive a
confirmation of the voting instructions.
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.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting. However,
if any other matters properly come before the Meeting, it is the intention that
proxies that do not contain specific instructions to the contrary will be voted
on such matters in accordance with the judgment of the persons therein
designated.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
The firm of PricewaterhouseCoopers LLP ("PwC") has been selected as the
independent registered public accounting firm for the Funds. PwC, in accordance
with Independence Standards Board Standard No. 1, has confirmed to JHF III's
Audit Committee that it is independent with respect to the Funds.
The independent registered public accounting firm examines annual financial
statements for the Funds and provides other audit-related, non-audit and
tax-related services to the Funds. Representatives of PwC are not expected to be
present at the Meeting, but have been given the opportunity to make a statement
if they so desire and will be available should any matter arise requiring their
presence.
JHF III's Audit Committee must pre-approve all audit and non-audit services
provided by the independent registered public accounting firm relating to the
operations or financial reporting of the Funds. Prior to the commencement of any
5
audit or non-audit services to a Fund, the Audit Committee reviews the services
to determine whether they are appropriate and permissible under applicable law.
Information relating to audit and non-audit services provided to the Funds and
its affiliates is set forth in Appendix C.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
JHF III does not hold annual shareholder meetings. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent shareholder
meeting should send their written proposals to the Secretary of JHF III, 601
Congress Street, Boston, Massachusetts 02210.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Funds, in care of John Hancock, 601 Congress Street, Boston,
Massachusetts 02210, whether other persons are beneficial owners of shares for
which proxies are being solicited and, if so, the number of copies of the Proxy
Statement and Semi-Annual Reports you wish to receive in order to supply copies
to the beneficial owners of the respective shares.
6
APPENDIX A
BENEFICIAL SHARE OWNERSHIP
Set forth below for each Fund is information as to the number of shares of the
Fund outstanding and those shareholders known by the Fund, if any, to own
beneficially 5% or more of the Fund's outstanding voting securities as of
November 30, 2006.
Amount of Percentage of
Name of Fund Name and Address of Shareholder Shares Held Shares Held
- ----------------------------------------------------------------------------------------------------------------------------
Value Opportunities A John Hancock Life Insurance Co USA 725,000.000 87.41
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
US Core A John Hancock Life Insurance Co USA 730,000.000 88.25
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
International Core A John Hancock Life Insurance Co USA 415,768.402 65.61
38500 Woodward Ave
Bloomfield Hills MI 48304-5047
International Core A MLPF&S for the Sole Benefit 50,962.161 8.04
of Its Customers
Attn: Fund Administration 97C55
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484
International Core A John Hancock Life Insurance Co 46,196.489 7.29
John Hancock Place
PO Box 111
Boston MA 02117-0111
Growth Opportunities A John Hancock Life Insurance Co USA 72,502.733 5.81
38500 Woodward Ave
Bloomfield Hills MI 48304-5047
Growth Opportunities A Charles Schwab & Co Inc 9,140.801 5.81
Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4151
Growth Opportunities A John Hancock Life Insurance Co 8,055.859 5.12
John Hancock Place
PO Box 111
Boston MA 02117-0111
Growth A John Hancock Life Insurance Co USA 730,000.000 83.28
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Growth A Stephen A & Diana L Goldberg Foundation Inc 47,851.598 5.46
1615 M St NW Ste 850
Washington DC 20036-3219
International Growth A John Hancock Life Insurance Co USA 725,000.000 94.37
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Intrinsic Value B John Hancock Life Insurance Co USA 5,000.000 23.48
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Intrinsic Value B Pershing LLC 2,722.970 12.79
PO Box 2052
Jersey City NJ 07303-2052
Intrinsic Value B Luz M Marquez 1,617.487 7.60
17030 Nanes Dr Ste 205
Houston TX 77090-2500
A-1
Intrinsic Value B First Clearing LLC 1,500.715 7.05
Joseph Miller IRA/Rollover
19855 Greenbriar Drive
Tarzana CA 91356-5428
Intrinsic Value B Pershing LLC 1,421.103 6.67
PO Box 2052
Jersey City NJ 07303-2052
Intrinsic Value B MLPF&S for the Sole Benefit 1,302.026 6.11
of Its Customers
Attn: Fund Administration 97C55
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484
Intrinsic Value B Pershing LLC 1,097.204 5.15
PO Box 2052
Jersey City NJ 07303-2052
Intrinsic Value B Luz M Marquez TTEE 1,097.106 5.15
Marquez and Associates PA Pension Plan
Houston TX 77090-2500
Value Opportunities B John Hancock Life Insurance Co USA 5,000.000 28.48
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Value Opportunities B MLPF&S for the Sole Benefit 3,175.995 18.09
of Its Customers
Attn: Fund Administration 97C55
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484
Value Opportunities B Pershing LLC 2,150.024 12.25
PO Box 2052
Jersey City NJ 07303-2052
Value Opportunities B Pershing LLC 1,091.181 6.22
PO Box 2052
Jersey City NJ 07303-2052
Value Opportunities B Pershing LLC 953.289 5.43
PO Box 2052
Jersey City NJ 07303-2052
US Core B John Hancock Life Insurance Co USA 5,000.000 45.75
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
US Core B NFS LLC FEBO 1,132.246 10.36
NFS/FMTC Rollover IRA
FBO Peter G Manson
4 Frost Cmn
Slingerlands NY 12159-2405
US Core B Pershing LLC 903.751 8.27
PO Box 2052
Jersey City NJ 07303-2052
US Core B LPL Financial Services 698.959 6.40
9785 Towne Centre Dr
San Diego CA 92121-1968
US Core B Oppenheimer & Co Inc. FBO Maud Whalen & Judith Whalen Jtten 553.506 5.07
2507 SE 66th Ave
Portland OR 97206-1207
International Core B John Hancock Life Insurance Co USA 2,783.964 16.04
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
International Core B NFS LLC FEBO 1,428.627 8.23
NFS/FMTC R/O IRA
FBO Margaret B Burnham
13 Brewster Rd
Kingston MA 02364-1403
A-2
International Core B American Enterprise Investment Svcs 1,103.753 6.36
PO Box 9446
Minneapolis MN 55474-0001
International Core B Luz M Marquez 959.434 5.53
17030 Nanes Dr Ste 205
Houston TX 77090-2500
Growth Opportunities B John Hancock Life Insurance Co USA 4,510.600 48.27
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Growth Opportunities B Oppenheimer & Co Inc 1,008.958 10.80
FBO Douglas C Purdy R/O IRA
125 Broad St
New York NY 10004-2400
Growth Opportunities B NFS LLC FEBO 876.384 9.38
NFS/FMTC IRA
FBO Gerald Rumold
18 Sebastian Ct
Hopewell Jct NY 12533-6704
Growth B John Hancock Life Insurance Co USA 5,000.000 45.71
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Growth B MLPF&S for the Sole Benefit 3,183.699 29.11
of Its Customers
Attn: Fund Administration 97C55
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484
Growth B First Clearing Corp 1,122.086 10.26
Rosenberg Family Exemption
23057 Park Este
Calabasas CA 91302-1794
Growth B John Medieros 590.634 5.40
Kathryn P Medeiros
JT WROS
6 Patnode Ave
Hope RI 02831-1718
International Growth B John Hancock Life Insurance Co USA 5,000.000 35.85
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
International Growth B RBC Dain Rauscher 2,516.311 18.04
Custodian Sharon K Mitchell
Segregated Rollover IRA
16212 Edgemont Drive
Fort Myers FL 33908-3654
International Growth B Pershing LLC 1,314.001 9.42
PO Box 2052
Jersey City NJ 07303-2052
Intrinsic Value I John Hancock Life Insurance Co USA 5,000.000 90.14
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Intrinsic Value I NFS LLC FEBO 546.992 9.86
Keith F Hartstein
Sarah L Hartstein
17 Trailside Rd
Medfield MA 02052-2237
Value Opportunities I John Hancock Life Insurance Co USA 5,000.000 45.98
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
A-3
Value Opportunities I Morgan Stanley & Co 1,000.000 9.20
FBO Steven Mayer
10829 Pleasant Hill Dr
Potomac Md 20854-1512
Value Opportunities I NFS LLC FEBO 929.527 8.55
NFS/FMTC IRA
FBO Stephen W Mahoney
74 Park Ln
Concord MA 01742-1620
Value Opportunities I NFS LLC FEBO 902.527 8.30
Susan D Egmont
85 E India Row Apt 24F
Boston MA 02110-3395
Value Opportunities I NFS LLC FEBO 692.521 6.37
Annmarie Errichetti
Mark A Keroack
12701 Southwest Hwy
Palos Park IL 60464-1875
Value Opportunities I LPL Financial Services 667.169 6.13
9785 Towne Centre Dr
San Diego CA 92121-1968
Value Opportunities I NFS LLC FEBO 574.164 5.28
NFS/FMTC R/O IRA
FBO Scott L Young
108 Austin Rd
Sudbury MA 01776-2644
Value Opportunities I NFS LLC FEBO 562.061 5.17
NFS/FMTC R/O IRA
FBO Edward J Campbell
77 Hathaway Cir
Arlington MA 02476-7209
Value Opportunities I NFS LLC FEBO 546.720 5.03
Keith F Hartstein
Sarah L Hartstein
17 Trailside Rd
Medfield MA 02052-2237
US Core I John Hancock Life Insurance Co USA 5,000.000 90.17
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
US Core I NFS LLC FEBO 545.094 9.83
Keith F Hartstein
Sarah L Hartstein
17 Trailside Rd
Medfield MA 02052-2237
International Core I John Hancock Life Insurance Co USA 2,783.964 54.72
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
International Core I Morgan Stanley & Co FBO 1,000.000 19.66
K Enokido & T Crouse TTEEs
Choptank Pacific Corp Defined U/A DTD 1/1/95 Benefit Pension
PO Box 250
Grafton NH 03240-0250
International Core I Morgan Stanley & CO FBO 1,000.000 19.66
Lynne L Dorsey Sage Dorsey & Greg Fields TTEEs
Lynne Loening Dorsey Trust
3120 Kennett Pike
Wilmington DE 19807-3052
International Core I NFS LLC FEBO 303.448 5.96
Keith F Hartstein
Sarah L Hartstein
17 Trailside Rd
Medfield MA 02052-2237
A-4
Growth Opportunities I John Hancock Life Insurance Co USA 4,510.000 59.70
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Growth Opportunities I RBC Dain Rauscher Cust 1,345.372 17.81
Donald E Zahrli
289 Andes Dr
Glen Carbon IL 62034-1318
Growth Opportunities I RBC Dain Rauscher Custodian 618.059 8.18
Thomas C Fulton
Individual Retirement Account
PO Box 631806
Littleton CO 80163
Growth Opportunities I RBC Dain Rauscher Custodian 586.907 7.77
Sandra L Perkins
Individual Retirement Account
PO Box 631806
Littleton CO 80163
Growth Opportunities I NFS LLC FEBO 494.604 6.55
Keith F Hartstein
Sarah L Hartstein
17 Trailside Rd
Medfield MA 02052-2237
Growth I Northern Trust Co Custodian FBO 237,271.379 65.29
First Universe Trust
PO Box 92956
Chicago IL 60675-2956
Growth I Northern Trust Co Custodian 48,195.749 13.26
JBR #4 Jacob 2005 Trust
PO Box 92956
Chicago IL 60675-2956
Growth I Northern Trust Co Custodian 48,195.749 13.26
JBR #4 Isaac 2005 Trust
PO Box 92956
Chicago IL 60675-2956
Growth I First Republic Trust 23,479.749 6.46
First Republic Trust Co
111 Pine St
San Francisco CA 94111-5602
International Growth I John Hancock Life Insurance Co USA 5,000.000 90.27
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
International Growth I NFS LLC FEBO 538.688 9.73
Keith F Hartstein
Sarah L Hartstein
17 Trailside Rd
Medfield MA 02052-2237
Intrinsic Value C John Hancock Life Insurance Co USA 5,000.000 29.75
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Intrinsic Value C NFS LLC FEBO 2,536.349 15.09
NFS/FMTC R/O IRA
FBO Bob D Littlefield
2131 N Nail Pkwy
Oklahoma City OK 73160-4529
Intrinsic Value C NFS LLC FEBO 2,035.346 12.11
NFS/FMTC R/O IRA
FBO Richard E Bowman
PO Box 272
Custer City OK 73639-0272
A-5
Intrinsic Value C NFS LLC FEBO 1,302.622 7.75
NFS/FMTC Rollover IRA
FBO Betty R Sullivan
PO Box 105
Shallowater TX 79363-0105
Value Opportunities C MLPF&S for the Sole Benefit 11,653.969 18.56
of Its Customers
Attn: Fund Administration 97C55
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484
Value Opportunities C LPL Financial Services 5,870.237 9.35
9785 Towne Centre Dr
San Diego CA 92121-1968
Value Opportunities C John Hancock Life Insurance Co USA 5,000.000 7.96
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
US Core C MLPF&S for the Sole Benefit 106,179.089 89.31
of Its Customers
Attn: Fund Administration 97C55
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484
International Core C MLPF&S for the Sole Benefit 11,560.423 24.27
of Its Customers
Attn: Fund Administration 97C55
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484
International Core C John Hancock Life Insurance Co USA 2,783.964 5.84
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
International Core C First Clearing LLC 2,734.482 5.74
Pamela Ballard Family Liv Tr
Pamela Ballard TTEE UA
DTD 03/27/01
13065 Fort St
International Core C Coquelicot Hall Familytrust 2,636.436 5.53
Coquelicot Hall TTEE
DTD 06/10/1999
23 Ridge Rd
Sausalito CA 94965-2063
Growth Opportunities C MLPF&S for the Sole Benefit 5,454.478 25.34
of Its Customers
Attn: Fund Administration 97C55
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484
Growth Opportunities C John Hancock Life Insurance Co USA 4,510.600 20.95
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Growth Opportunities C Pershing LLC 1,160.631 5.39
PO Box 2052
Jersey City NJ 07303-2052
Growth Opportunities C Pershing LLC 1,119.069 5.20
PO Box 2052
Jersey City NJ 07303-2052
Growth Opportunities C LPL Financial Services 1,101.322 5.12
9785 Towne Centre Dr
San Diego CA 92121-1968
Growth C MLPF&S for the Sole Benefit 17,603.314 61.21
of Its Customers
Attn: Fund Administration 97C55
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484
A-6
Growth C John Hancock Life Insurance Co USA 5,000.000 17.38
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Growth C First Clearing LLC 1,894.640 6.59
Franz Josef Pum Tr
23417 Covello St
West Hills CA 91304-5334
International Growth C John Hancock Life Insurance Co USA 5,000.000 24.70
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
International Growth C MLPF&S for the Sole Benefit 2,840.334 14.03
of Its Customers
Attn: Fund Administration 97C55
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484
International Growth C LPL Financial Services 2,283.105 11.28
9785 Towne Centre Dr
San Diego CA 92121-1968
International Growth C LPL Financial Services 1,611.803 7.96
9785 Towne Centre Dr
San Diego CA 92121-1968
International Growth C LPL Financial Services 1,464.904 7.24
9785 Towne Centre Dr
San Diego CA 92121-1968
International Growth C LPL Financial Services 1,288.541 6.37
9785 Towne Centre Dr
San Diego CA 92121-1968
International Growth C LPL Financial Services 1,172.058 5.79
9785 Towne Centre Dr
San Diego CA 92121-1968
International Growth C LPL Financial Services 1,092.669 5.40
9785 Towne Centre Dr
San Diego CA 92121-1968
Intrinsic Value R1 John Hancock Life Insurance Co USA 5,000.000 100.00
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Value Opportunities R1 John Hancock Life Insurance Co USA 5,000.000 100.00
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
US Core R1 John Hancock Life Insurance Co USA 5,000.000 100.00
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
International Core R1 John Hancock Life Insurance Co USA 2,783.964 100.00
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Growth Opportunities R1 John Hancock Life Insurance Co USA 4,510.600 100.00
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
Growth R1 John Hancock Life Insurance Co USA 5,000.000 100.00
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
International Growth R1 John Hancock Life Insurance Co USA 5,000.000 100.00
Attn: Kelly A Conway
601 Congress St Fl 9
Boston MA 02210-2804
A-7
International Core NAV JHFII Lifestyle Balanced 7,438,580.39 27.00
601 Congress Street
Boston, MA 02210-2804
International Core NAV JHFII Lifestyle Moderate 2,472,479.33 9.00
601 Congress Street
Boston, MA 02210-2804
International Core NAV JHFII Lifestyle Aggressive 5,478,051.81 20.00
601 Congress Street
Boston, MA 02210-2804
International Core NAV JHFII Lifestyle Growth 11,955,486.38 43.00
601 Congress Street
Boston, MA 02210-2804
A-8
APPENDIX B
Board and Trustee Information
Trustee Ownership of Fund Shares
The table below indicates the dollar range of each nominee's ownership of shares
of each Fund and the aggregate dollar range of shares of other funds in the John
Hancock family of funds for which he or she is a Trustee, in each case as of
October 31, 2006. As of October 31, 2006, the nominees and officers of JHF III
and each of the Funds owned in the aggregate less than 1% of each Fund's
outstanding shares.
Ranges are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000,
$100,001-$500,000, $500,001-$1,000,000 or over $1,000,000.
Dollar Range of Fund Shares Interested Nominee
James R. Boyle
Growth Fund None
Growth Opportunities Fund None
International Core Fund None
International Growth Fund None
Intrinsic Value Fund None
U.S. Core Fund None
Value Opportunities Fund None
Aggregate Dollar Range of Fund Shares in All Funds Overseen Within Fund Family None
Dollar Range of Fund Shares Independent Nominees
James F. Richard P. William H. Ronald R. Charles L. John A. Patti Steven R.
Carlin Chapman, Jr. Cunningham Dion Ladner Moore McGill Pruchansky
Peterson
Growth Fund None None None None None None None None
Growth Opportunities Fund None None None None None None None None
International Core Fund None None None None None None None None
International Growth Fund None None None None None None None None
Intrinsic Value Fund None None None None None None None None
U.S. Core Fund None None None None None None None None
Value Opportunities Fund None None None None None None None None
Aggregate Dollar Range of Fund $50,001- $100,001- $100,001- $500,001- $50,001- $100,001- $100,001- $100,001-
Shares in All Funds Overseen $100,000 $500,000 $500,000 $1,000,000 $100,000 $500,000 $500,000 $500,000
Within Fund Family
B-1
Trustee Compensation
The following table sets forth information describing the compensation of each
Independent nominee for his or her services for the Funds from inception, June
12, 2006, to October 31, 2006.
Compensation Table--Independent Trustees(1)
Aggregate Compensation James F. Richard P. William H. Ronald R.
from a Fund Carlin Chapman, Jr. Cunningham(2) Dion
Growth Fund N/A N/A $6 N/A
Growth Opportunities Fund N/A N/A $1 N/A
International Core Fund N/A N/A $107 N/A
International Growth Fund N/A N/A $5 N/A
Intrinsic Value Fund N/A N/A $5 N/A
U.S. Core Fund N/A N/A $5 N/A
Value Opportunities Fund N/A N/A $5 N/A
Total Compensation from the Fund Complex (3) $10,250 $11,000 $21,750 $80,250
Aggregate Compensation Charles L. John A. Patti McGill Steven R.
from a Fund Ladner(2) Moore Peterson Pruchansky
Growth Fund $6 N/A N/A N/A
Growth Opportunities Fund $1 N/A N/A N/A
International Core Fund $107 N/A N/A N/A
International Growth Fund $5 N/A N/A N/A
Intrinsic Value Fund $5 N/A N/A N/A
U.S. Core Fund $5 N/A N/A N/A
Value Opportunities Fund $5 N/A N/A N/A
Total Compensation from the Fund $22,250 $20,750 $11,000 $20,250
Complex (3)
(1) James R. Boyle is an interested person of JHF III and the other funds in
the John Hancock Family of Funds and is compensated by John Hancock and not
the Funds.
(2) Estimated future compensation to each Trustee as of fiscal year end
February 28, 2007, is: $12,000.
(3) The John Hancock funds complex includes all funds in the John Hancock
family of funds. Information is as of October 31, 2006 for 252 funds of 31
trusts in the fund complex. As of October 31, 2006, the Trustees accrued
deferred compensation from the John Hancock Deferred Compensation Plan as
follows: Cunningham: $160,687, Dion: $529,053, Ladner: $82,144, Peterson:
$65,320, Pruchansky: $117,039.
General Board Information
Correspondence intended for each Independent and Interested Trustee may be sent
to the attention of the individual Trustee or to the Board of Trustees at John
Hancock, 601 Congress Street, Boston, Massachusetts 02210. The current process
for collecting and organizing shareholder communications requires that the Board
of Trustees receive copies of all communications addressed to it. All
communications addressed to the Board of Trustees or any individual Trustee are
logged and sent to the Board or individual Trustee. The Funds do not hold annual
meetings and, therefore, do not have a policy with regard to Trustees'
attendance at such meetings. However, as a matter of practice, at least one
Trustee attends special meetings.
B-2
Committees and Committee Meetings
The Board of Trustees has established various committees to support the
Independent Trustees in acting independently in pursuing the best interests of
the Funds and their shareholders. The committees facilitate the timely and
efficient consideration of all matters of importance to Independent Trustees,
each Fund, and Fund shareholders and to facilitate compliance with legal and
regulatory requirements. Currently, the Board of Trustees has four standing
committees. The members of each committee will vary.
The Board established the following committees: (i) an Audit Committee composed
solely of Independent Trustees; (ii) a Nominating Committee composed of all of
the Independent Trustees; (iii) a Compliance Committee composed solely of
Independent Trustees; and (iv) one Investment Committee, three investment
subcommittees each composed solely of Independent Trustees. The Audit Committee
is responsible for the review of internal and external accounting and auditing
procedures of JHF III and, among other things, the consideration and selection
of the independent registered public accounting firm for JHF III, approval of
all significant services proposed to be performed by the independent registered
public accounting firm and consideration of the possible effect of such services
on such firm's independence. The Nominating Committee is responsible for the
consideration and nomination of Independent Trustee candidates. Nominations
should be forwarded to the attention of the Secretary of JHF III at 601 Congress
Street, Boston, MA 02210. The Compliance Committee reviews and makes
recommendations to the full Board regarding certain compliance matters relating
to JHF III. Each Investment subcommittee reviews investment matters relating to
a particular group of Funds.
Copies of the Audit Committee Charter, Compliance Committee charter and
Investment Committee Charter are attached to this Proxy Statement as Exhibit 1.
As of October 31, 2006, the Board of Trustees met six times, the Audit Committee
met four times, the Nominating Committee met one time, the Compliance Committee
met four times and the Investment Committees met four times. During the last
fiscal year, each Current Board member attended at least 75% of the aggregate of
all meetings of the Board (held during the period he or she was a Trustee) and
75% of the meetings held by a committee of the Board on which he or she sits
(during the period he or she served).
B-3
APPENDIX C
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (the "Independent Auditors")
The Funds commenced operations on June 12, 2006. The Independent Auditor has not
billed JHF III for (i) services rendered in connection with the annual audit of
the Funds' financial statements; (ii) assurance and services rendered that are
reasonably related to the performance of the audit or review of the Funds'
financial statements; (iii) professional services rendered for tax compliance,
tax planning and tax advice, including primarily the review of each Fund's tax
returns; (iv) other products and services provided; and (v) non-audit services
provided to affiliates of John Hancock.
Audit Committee Pre-Approval Policies and Procedures. JHF III's Audit Committee
has established policies and procedures (the "Policy") for pre-approval (within
specified fee limits) of the Independent Auditor's engagements for non-audit
services to the Funds and certain affiliates without specific case-by-case
consideration. Pre-approval considerations include whether the proposed services
are compatible with maintaining the Independent Auditor's independence. The
Policy and services covered therein are considered annually by the Audit
Committee. In addition, proposed services requiring pre-approval but not covered
by the Policy are considered from time to time as necessary.
Registered Public Accounting Firm Independence. JHF III's Audit Committee has
considered whether the provision of non-audit services that were rendered to
service affiliates which did not require pre-approval are compatible with
maintaining the Independent Auditors independence.
C-1
APPENDIX D
EXECUTIVE OFFICERS OF THE FUNDS
The executive officers of the Funds are set forth in the table below. The
executive officers hold office without limit in time, except that any officer
may resign or may be removed by a vote of a majority of the Trustees at any
regular meeting or any special meeting of the Trustees. Correspondence intended
for each executive officer can be sent to each officers at John Hancock, 601
Congress Street, Boston Massachusetts 02210.
Name and Principal Occupation(s) and other
Year of Birth Officer Since Directorships during the Past Five Years
- ------------------ ------------- -------------------------------------------------------------------------
Keith F. Hartstein President and Senior Vice President, Manulife Financial Corporation (since 2004);
(1956) Chief Director, President and Chief Executive Officer, the Adviser, The
Executive Berkeley Group, John Hancock Funds, LLC (since 2005); Director, MFC
Officer Global Investment Management (U.S.), LLC ("MFC Global (U.S.)") (since
(since 2005) 2005); Director, John Hancock Signature Services, Inc. (since 2005);
President and Chief Executive Officer, John Hancock Investment Management
Services, LLC (since 2006); President and Chief Executive Officer, John
Hancock Funds II, John Hancock Funds III and John Hancock Trust;
Director, Chairman and President, NM Capital Management, Inc. (since
2005); Chairman, Investment Company Institute Sales Force Marketing
Committee (since 2003); Director, President and Chief Executive Officer,
MFC Global (U.S.) (2005-2006); Executive Vice President, John Hancock
Funds, LLC (until 2005).
John G. Vrysen Chief Director, Executive Vice President and Chief Financial Officer, the
(1955) Financial Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005);
Officer Executive Vice President and Chief Financial Officer, John Hancock
(since 2005) Investment Management Services, LLC (since 2005), Vice President and
Chief Financial Officer, MFC Global (U.S.) (since 2005); Director, John
Hancock Signature Services, Inc. (since 2005); Chief Financial Officer,
John Hancock Funds, John Hancock Funds II, John Hancock Funds III, and
John Hancock Trust (since 2005); Vice President and General Manager,
Fixed Annuities, U.S. Wealth Management (until 2005); Vice President,
Operations Manulife Wood Logan (2000-2004).
Bruce R. Speca Senior Vice President and Chief Executive Officer, John Hancock Investment Management
(1956) President, Service, LLC (since 2006), John Hancock Advisers, LLC (since 2006);
Investments Executive Vice President, Investment Management Services, John Hancock
(since 2006) Financial Services (until 2006); Senior Managing Director, Pioneer
Investment Management (until 2002).
Gordon Shone Treasurer Vice President and Chief Financial Officer, John Hancock Trust, since
(1956) (since 2005) 2003; Senior Vice President, John Hancock Life Insurance Company
(U.S.A.), January 2001 to present. Vice President, The Manufacturers Life
Insurance Company (U.S.A.), August 1998 to December 2000.
Francis V. Knox, Jr. Vice President Vice President and Chief Compliance Officer, John Hancock Investment
(1947) and Chief Management Services, LLC, the Adviser and MFC Global (U.S.) (since 2005);
Compliance Vice President and Chief Compliance Officer, John Hancock Funds II, John
Officer Hancock Funds III and John Hancock Trust (since 2005); Vice President and
(since 2005) Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President
and Ethics & Compliance Officer, Fidelity Investments (until 2001).
Thomas M. Kinzler Secretary and Vice President and Counsel, John Hancock Life Insurance Company (U.S.A.)
(1955) Chief Legal (since 2006); Secretary and Chief Legal Officer, John Hancock Funds, John
Officer (since Hancock Funds II, John Hancock Funds III and John Hancock Trust (since
2006) 2006); Vice President and Associate General Counsel for Massachusetts
Mutual Life Insurance Company (1999-2006); Secretary and Chief Legal
Counsel, MML Series Investment Fund (2000-2006); Secretary and Chief
Legal Counsel, MassMutual Institutional Funds (2000-2004); Secretary and
Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier Funds
(2004-2006).
D-1
EXHIBIT 1
John Hancock Trust
John Hancock Funds II
John Hancock Funds III
(each referred to herein as the "Trust,"
collectively as the "Trusts")
Audit Committee Charter
Overall Role and Responsibility
The Audit Committee (the "Committee") shall assist the Board of Trustees (the
"Board") of the Trust in its oversight role with respect to:
- the financial reporting process,
- the system of internal control over financial reporting, and
- the independent audit process.
The function of the Committee is oversight. Management is responsible for
financial reporting and maintaining appropriate systems for accounting and
internal control over financial reporting. The independent accountants are
responsible for planning and carrying out a proper audit and for providing other
audit and non-audit services for which they may be engaged by the Trust.
Membership
The Committee shall consist of at least three Trustees of the Trust who are not
"interested persons" of the Trust as defined in the Investment Company Act of
1940 (the "1940 Act") ("Independent Trustees"). The full Board shall designate
the members of the Committee and the Committee chair. Committee members shall
serve at the pleasure of the Board.
The Board shall determine annually whether any member of the Audit Committee is
an "audit committee financial expert" as defined in Item 3 of Form N-CSR.
Operations
The Committee shall meet as often as required, but at least four times a year.
Meetings may be called and notice given by the Committee chair or a majority of
the members of the Committee. Members may attend meetings in person or by
telephone. The Committee may act by written consent to the extent permitted by
law and the Trust's Declaration of Trust and By-Laws. The Committee shall
maintain minutes or other records of its meetings and activities and report to
the Board on any action it takes not later than the next following Board
meeting.
The Committee may delegate any portion of its authority, including the authority
to grant preapprovals of audit and permitted non-audit services, to a
subcommittee of one or more members. Any decisions of a subcommittee to grant
preapprovals shall be presented to the full Committee no later than its next
regularly scheduled meeting.
The Committee may meet privately and may admit non-members by invitation. The
Committee shall meet with management and the independent accountants
periodically in separate executive sessions, and may meet with internal legal
counsel and compliance personnel of the Trust's investment adviser (the
"Adviser") and with representatives of the Trust's service providers, to discuss
matters that relate to the areas for which the Committee has responsibility.
The affirmative vote of a majority of the members of the Committee participating
in any meeting of the Committee is necessary for the adoption of any resolution.
No resolution may be adopted unless at least 50% of the Committee members are
present at the meeting in person or by telephone.
The Committee shall have the resources and authority appropriate to discharge
its responsibilities, including authority to retain and compensate special
counsel and other experts or consultants at the expense of the Trust.
1
The Committee shall review and assess the adequacy of this Charter at least
annually and, where necessary, will recommend changes to the Board for its
approval. The Board may amend this Charter at any time in response to
recommendations from the Committee or on its own motion.
The Committee shall undertake and review with the Board an annual performance
evaluation of the Committee, which shall compare the performance of the
Committee with the requirements of this Charter and set forth goals and
objectives of the Committee for the upcoming year. The performance evaluation by
the Committee shall be conducted in such manner as the Committee deems
appropriate. The report to the Board may take the form of an oral report by the
Committee chair or any other member of the Committee designated by the Committee
to make this report.
Duties and Powers of the Committee
To carry out its purposes, the Committee shall:
Selection of Independent Accountants
Recommend the selection, retention or termination of the independent accountants
by the Independent Trustees of the Trust.
Review and evaluate matters potentially affecting the capabilities of the
independent accountants, and in that connection obtain an understanding of the
independent accountants' quality control procedures and results of review by
third parties.
Preapprove the engagement of the independent accountants to provide an annual
audit of and opinion on the Trust's financial statements.
Preapprove all other audit services provided by the independent accountants to
the Trust.
Preapprove all non-audit services provided by the independent accountants to the
Trust, the Adviser or any entity controlling, controlled by or under common
control with the Adviser (an "Adviser Affiliate") that provides ongoing services
to the Trust, if the engagement relates directly to the operations and financial
reporting of the Trust.
Develop, to the extent it deems appropriate, policies and procedures for
preapproval of the independent accountants to provide non-audit services.
Consider the controls applied by the independent accountants and any measures
taken by management in an effort to assure that all items requiring preapproval
by the Committee are timely identified and referred to the Committee.
Review the performance of the independent accountants.
Review and preapprove the fees proposed to be charged to the Trust by the
independent accountants for each audit and non-audit service.
Evaluation of Independence
Review and evaluate matters potentially affecting the independence and
capabilities of the independent accountants, and in that connection:
- Receive from the independent accountants a formal written statement
delineating the relationships between the independent accountants and
the Trust and its affiliates, consistent with Independence Standards
Board Standard Number 1.
- Consider whether the non-audit services provided by the Trust's
independent accountants to the Adviser or any Adviser Affiliate that
provides ongoing services to the Trust, which services were not
preapproved by the Committee, are compatible with maintaining the
independence of the independent accountants.
Recommend that the full Board take such action as the Committee deems
appropriate to insure the independence of the independent accountants.
Oversight of Audit Process
2
Review the arrangements for and scope of the annual audit and any special
audits.
Review with the fund accountants and the independent accountants:
- Significant current financial reporting issues and practices.
- Significant matters arising in the preparation of the annual and
interim financial statements, and assess whether the financial
statements reflect appropriate accounting policies.
- Their qualitative judgments about the appropriateness, not just the
acceptability, of accounting principles and financial disclosure
practices used or proposed to be adopted by the Trust and,
particularly, about the degree of preferability, neutrality and
objectivity of its accounting principles and underlying estimates.
Inquire of management and the independent accountants regarding:
- Significant risks to or exposure of the Trust and the steps management
has taken to minimize such risks or exposure.
- Significant tax accounting policies elected by the Trust (including
matters affecting qualification under Subchapter M and Subchapter L of
the Internal Revenue Code) and their effect on amounts distributed and
reported to shareholders for Federal tax purposes.
- Pricing and valuation matters generally, and specifically with respect
to:
- Procedures used to assess the securities valuations provided by
external pricing sources, particularly where such valuations are
not based on prices last quoted in organized markets.
- Procedures established by the Board to value securities at "fair
value" as determined in good faith, their conclusions as to the
reasonableness of the procedures, management's adherence to
established "fair value" procedures and adequacy of supporting
documentation.
- Audit adjustments recorded in the annual financial statements and
adjustments not recorded because their effects were considered
immaterial, both individually and in the aggregate, to the financial
statements taken as a whole, with a view to gaining an understanding
of management's and the independent accountants' concept of
materiality.
Receive from the independent accountants one or more reports on the matters
specified in Rule 2-07 of Regulation S-X, including:
- All critical accounting policies and practices to be used.
- All alternative treatments within generally accepted accounting
principles for policies and practices related to material items,
including ramifications of the use of alternative disclosures and
treatments and the treatment preferred by the independent accountants.
- Other material written communications between the independent
accountants and management, such as any management letter or schedule
of unadjusted differences.
- All non-audit services provided to the Adviser or an Adviser Affiliate
that were not preapproved by the Committee.
Review with management and the independent accountants the results of annual
audits and related comments, with particular focus on the following items:
- The independent accountants' audit of the Trust's annual financial
statements, including footnotes and its report thereon, and any
significant audit findings, including any adjustments to the financial
statements recommended by the independent accountants.
- The independent accountants' reasoning in accepting or questioning
significant estimates by management.
3
- The independent accountants' views as to the adequacy of disclosures
in the Trust's financial statements in relation to generally accepted
accounting principles.
- Any serious difficulties or disputes with management encountered
during the course of the audit.
- Any significant changes to the audit plan.
- Other matters related to the conduct of the audit which are to be
communicated to the Committee under generally accepted auditing
standards.
Review of Financial Statements
Recommend to the Board the selection, pursuant to Section 32(b) of the 1940 Act,
of the Trust's principal accounting officer who will participate in the
preparation of any financial statement of the Trust that is to be filed with the
SEC.
Review with counsel legal and regulatory matters that may have a material impact
on the Trust's financial statements, related compliance policies and programs
and reports received from regulators.
Review the Trust's financial statements and other financial reports to be
presented to the Board at Board meetings.
Recommend to the Board that the financial statements be included in the interim
and annual reports of the Trust.
Oversight of Internal Controls
Consider and review with management and the independent accountants:
- The adequacy of the internal controls, including computerized
information system controls and controls over the daily net asset
valuation process (including valuation of securities).
- The adequacy of internal controls at servicing agents employed on
behalf of the Trust, including significant comments contained in
service auditors' reports on those controls.
- Findings and recommendations of the independent accountants on
internal controls maintained both by the Trust and its service
providers, together with responses of the appropriate management,
including the status of previous audit recommendations.
- Any reports prepared by management dealing with internal controls.
Review with the Trust's principal executive officer and principal financial
officer in connection with required certifications on Form N-CSR any significant
deficiencies in the design or operation of internal control over financial
reporting or material weaknesses therein and any reported evidence of fraud
involving management or other employees who have a significant role in the
Trust's internal control over financial reporting.
Inquire, to the extent the Committee deems appropriate with respect to the
integrity of the Trust's financial statements, into the internal control over
financial reporting of third-party service providers such as custodians,
transfer agents and accounting and other recordkeeping service agents.
Meet periodically with representatives of internal audit to:
- Review the scope of the internal audit work as it relates to services
provided to each of the Trusts by their adviser and its affiliates.
- Review the results of internal audits performed.
Review of Other Matters
Review:
- The Trust's expense allocation reports to be presented to the Board.
- The amortized cost allocation reports for the Trust's money market
portfolio.
4
- Matters related to the declaration of dividends and distributions for
Trust portfolios.
- Matters related to the Trust's compliance with fidelity bond
requirements under Rule 17g-1 under the 1940 Act.
Complaints
The Audit Committee shall follow the procedures below for the receipt, retention
and treatment of complaints regarding accounting, internal accounting controls
or auditing matters ("Complaints"):
Complaints Received Directly by the Trust
Any Complaints received directly by the Trust from shareholders, contract owners
or any other person will be forwarded to the Secretary of the Trust who will
then forward the Complaint to the Committee chair.
Any reports from attorneys or the independent accountants of possible violations
of federal or state law or fiduciary duty shall be forwarded directly to the
Committee chair.
Anonymous Submission of Complaints by Employees
Employees of the Trust, the Adviser or any Adviser Affiliate ("Employees") may
anonymously submit Complaints to the Committee by forwarding the Complaint to
the Corporate Secretary of Manulife Financial Corporation ("MFC") in a sealed
envelope addressed to the Chair of the Audit Committee care of the Corporate
Secretary. The Corporate Secretary will then forward the sealed envelope to the
Chair of the MFC Audit Committee who will then forward it to the Chair of the
Committee.
The Committee will request the Adviser to provide appropriate notice (such as
posting on the company intranet site) to Employees of these procedures for
anonymous submission of complaints.
5
John Hancock Trust
John Hancock Funds II
John Hancock Funds III
(individually, the "Trust"
collectively, the "Trusts")
Compliance Committee Charter
Overall Role and Responsibility
The Compliance Committee (the "Committee") shall assist the Board of Trustees in
its oversight role with respect to Trust compliance matters.
Membership and Meetings
The Committee shall consist of at least three independent Trustees of the
Trust1. Interested Trustees i.e., persons who are "interested persons" of the
Trust as defined in the Investment Company Act of 1940 (the "1940 Act") may
serve on the Committee as ex-officio members. The Chairman of the Board shall
recommend Committee assignments and a Committee chair with such assignments and
chair being approved by the full Board of Trustees. Committee members shall
serve at the pleasure of the Board of Trustees for such term or terms as the
Board may determine.
Structure and Operations
The Committee shall meet as often as required, but at least four times a year.
The Committee shall report to the Board on its activities after each of its
meetings.
The affirmative vote of a majority of the members of the Committee participating
in any meeting of the Committee is necessary for the adoption of any resolution.
No resolution may be adopted unless at least 50% of the Committee members are
present at the meeting.
The Committee shall review and assess the adequacy of this Charter at least
annually and, where necessary, will recommend changes to the Board for its
approval.
The Committee shall undertake and review with the Board an annual performance
evaluation of the Committee, which shall compare the performance of the
Committee with the requirements of this Charter and set forth goals and
objectives of the Committee for the upcoming year. The performance evaluation by
the Committee shall be conducted in such manner as the Committee deems
appropriate. The report to the Board may take the form of an oral report by the
chairperson of the Committee or any other member of the Committee designated by
the Committee to make this report.
Specific Duties of the Committee
The specific duties of the Committee include the following duties as well as any
other duties the Committee and the Board may from time to time deem appropriate
for the Committee to assume.
Chief Compliance Officer and Trust Compliance Program
1. Meet at least quarterly with the Trust's Chief Compliance Officer (the
"CCO"). The CCO will meet annually with the full Board at its
March/April meeting to present the annual report regarding the
Compliance Program of the Trust(2) and the Compliance Programs of each
of its Service Providers(3) as required by Rule 38a-1 under the 1940
Act.
____________________
(1)Independent Trustees are defined as Trustees of the Trust who are not
"interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the John Hancock Trust (the "Trust"), John Hancock
Investment Management Services, LLC (the "Adviser"), John Hancock Distributors,
LLC or any of the subadvisers to the Trust portfolios.
(2)The policies and procedures of the Trust relating to compliance with federal
securities laws (as defined in Rule 38a-1 under the 1940 Act).
6
(3)The policies and procedures of the Trust's adviser, each of its subadvisers,
its principal underwriter, any administrator and any transfer agent for the
Trust relating to compliance with federal securities laws (as defined in Rule
38a-1 under the 1940 Act) and in the case of any adviser or subadviser relating
to compliance with Rule 206(4)-7 under the Investment Advisers Act of 1940.
7
2. Review matters relating to the Compliance Program of the Trust and the
Compliance Programs of its Service Providers and compliance matters
relating to the Trust and its Service Providers as may be presented to
the Committee by the CCO.
3. Make recommendations to the full Board regarding changes to the
Trust's Compliance Program, as may be necessary from time to time.
4. Review the Compliance Programs for proposed Trust Service Providers
with the CCO, including subadvisers and their code of ethics, and make
recommendations regarding approval of such Compliance Programs to the
full Board.
5. Review regulatory inquires and other matters relating to the Trust and
its Service Providers as may be presented to the Committee by the CCO.
6. Review the CCO's goals and objectives and make recommendations to the
full Board regarding the CCO's compensation, bonus and merit
increases.
7. Review the CCO's annual budget and make recommendations to the full
Board regarding the amount of such budget that should be an expense of
the Trust.
Code of Ethics
1. Review the Code of Ethics (and any amendments thereto) of the Trust,
the Trust's principal underwriter and the Trust's adviser and each of
its subadvisers and make recommendations to the full Board regarding
their approval of these codes and the approval of any material changes
to these codes.
2. Review the Code of Ethics certifications required by Rule 17j-1 under
the 1940 Act to be made to the Trust by the following Service
Providers at least annually and upon approval of, or any amendment to,
such Service Provider's Code of Ethics: (a) the Trust's adviser, (b)
each Trust subadviser and (c) the Trust's principal underwriter.
Affiliated Transactions
1. Review proposed changes to the following Trust procedures and make
recommendations to the full Board regarding the approval of such
changes, as may be necessary from time to time.
Rule 10f-3 procedures
Rule 17a-7 procedures
Rule 17e-1 procedures
2. Review reports relating to the following affiliated transactions on a
quarterly basis and make recommendations to the full Board regarding
the approval of such transactions:
Rule 10f-3 transactions
Rule 17a-7 transactions
Rule 17e-1 transactions
Money Market Funds
1. Annually review the Trust's Rule 2a-7 procedures relating to the Money
Market Trust and make recommendations to the full Board regarding the
approval of such procedures. Review any proposed changes to the
Trust's Rule 2a-7 procedures and make recommendations to the full
Board regarding the approval of such amendments.
2. Review the money market funds quarterly report on Rule 2a-7 Portfolio
Holdings and Ratings.
Proxy Voting
1. Annually review the Trust's Proxy Voting procedures and make
recommendations to the full Board for amendments thereto, as may be
necessary from time to time.
8
Liquidity Policies
1. Annually review the Trust's Rule 144A procedures and make
recommendations to the full Board regarding the approval of these
procedures. Review any proposed changes to the Trust's Rule 144A
procedures and make recommendations to the full Board regarding the
approval of such amendments.
Foreign Markets
1. Review proposed entry into new foreign markets and make
recommendations to the full Board for approval, as may be necessary
from time to time.
Portfolio Holdings Information
1. Review proposed amendments to the Trust's Portfolio Holdings
Disclosure Policy and make recommendations to the full Board regarding
the approval of such amendments.
2. Review and approve proposed additional persons/entities to receive
Trust portfolio holding information in accordance with the Trust's
Portfolio Holdings Disclosure Policy.
3. Review reports on additional entities approved to receive portfolio
holding information pursuant to procedures adopted on disclosure of
portfolio holdings.
Regulatory Environment
1. Review regulatory changes or initiatives, including rule proposals and
rule adoptions, relating to Trust compliance matters as may be
presented to the Committee from time to time.
Independent Experts
Each Subcommittee shall have the authority to retain such independent experts,
as it may deem necessary or advisable for its purposes. The expenses related to
such engagement shall be funded by the Trust.
9
John Hancock Funds II and John Hancock Funds III
(the "Trusts")
Investment Committee Charter
Overall Role and Responsibility
The Investment Committee (the "Committee") of each Trust shall assist the Board
of Trustees in its oversight role with respect to portfolios managed by the
adviser to such Trust (the "Adviser").
Membership and Meetings
The Committee of each Trust shall consist of all the independent Trustees of
such Trust. In addition, the two interested Trustees and the President of such
Trust shall serve on the Committee as ex-officio members. The Committee of each
Trust shall have three Subcommittees with the independent Trustees divided
equally among the three Subcommittees. Each Subcommittee shall have one
ex-officio member. The Chairman of the Board of each Trust shall recommend
Subcommittee assignments and a Subcommittee chair with such assignments and
chair being approved by the full Board of Trustees. Subcommittee members shall
serve at the pleasure of the relevant Board of Trustees for such term or terms
as the Board may determine. It is anticipated that Subcommittee assignments will
rotate on a periodic basis.
Structure and Operations
The subadvisers to the portfolios of each Trust (the "Subadvisers") shall be
divided equally among the Subcommittees. Due to the fact that the Lifestyle
Funds invest in other portfolios of John Hancock Funds II that are reviewed by
each of the Subcommittees, the Lifestyle Funds will continued to be reviewed by
the full Boards and not by a particular Subcommittee of a Board.
Each Subcommittee shall meet as often as required but at least four times a
year. Each Subcommittee shall report to the relevant Board on its activities
after each of its meetings.
The affirmative vote of a majority of the members of a Subcommittee
participating in any meeting of the Subcommittee is necessary for the adoption
of any resolution. No resolution may be adopted unless at least 50% of the
Subcommittee members are present at the meeting.
The Committee of each Trust shall review and assess the adequacy of this Charter
at least annually and, where necessary, will recommend changes to the relevant
Board for its approval.
Each Subcommittee shall undertake and review with the relevant Board an annual
performance evaluation of the Subcommittee, which shall compare the performance
of the Subcommittee with the requirements of this Charter and set forth goals
and objectives of the Committee for the upcoming year. The performance
evaluation by the Committee of each Trust shall be conducted in such manner as
its Subcommittee deems appropriate. The report to each Board may take the form
of an oral report by the chairperson of the subcommittee or any other member of
the subcommittee designated by the Subcommittee to make this report.
Specific Duties of Each Subcommittee
o Review investment performance (including performance reports and
presentations) of the portfolios managed by the Subcommittee
Subadvisers.
o Meet at least four times a year with the Adviser and its investment
and compliance personnel regarding the Subcommittee Subadvisers.
o As needed, meet with specific Subcommittee Subadvisers.
o Review compliance with the investment objectives and policies of the
portfolios managed by the subadvisers overseen by the Subcommittee
(the "Subcommittee Subadvisers").
o Review due diligence reports prepared by the investment and compliance
personnel of the Adviser regarding the Subcommittee Subadvisers.
o Review the Proxy Voting Policies (and any amendments thereto) of the
Subcommittee Subadvisers.
10
o Review and recommend any required action to each Board for the
portfolios managed by a Subcommittee Subadviser, including changes in
fundamental and nonfundamental investment policies and restrictions,
partial or full closings to new investors and portfolio name changes.
Appendix A to the Investment Committee Charter sets forth various criteria the
Subcommittee may consider in reviewing each portfolio and Subcommittee
Subadviser.
Independent Experts
Each Subcommittee shall have the authority to retain such independent experts as
it may deem necessary or advisable for its purposes. The expenses related to
such engagement shall be funded by the appropriate Trust.
11
APPENDIX A
In reviewing each portfolio and its Subadviser, the Subcommittee may consider
the following matters. A Subcommittee is not required to review each of these
criteria and may review other criteria in addition to those listed below.
Review of Portfolio Compliance
o Review of a portfolio's compliance with its investment objective and
policies as stated in the prospectus/SAI.
o Review of whether any "style drift" as occurred.
o Review of portfolio turnover.
o Review of the portfolio's risk profile
Review of Portfolio Performance
o Review of the risk/return relative to the portfolio's benchmark.
o Review of the returns relative to those of competitor funds.
o Review of the components of performance (security selection,
allocation choices and trading)
Review of the Subadviser Organization
o Review the Subadviser organization and its management style.
o Review any recent changes to the Subadviser organization (such as
recent changes in ownership and management)
o Review the portfolio management process (oversight, systems, research
and buy/sell discipline).
o Review of the Subadviser's rankings as to comparable firms in terms of
organization, resources, processes and results.
o Review of the relationship of the methodology for portfolio manager
compensation.
Review of Other Matters that May Affect a Portfolio/Subadviser
o Review of market events (severe downturns etc.).
o Review of changes in regulations that may affect the portfolio or the
Subadviser.
o Review of industry changes (consolidations of investment advisory
firms etc.) that may affect the portfolio or the Subadviser.
A-1
FORM OF PROXY CARD
JOHN HANCOCK FUNDS III
Growth Fund
Growth Opportunities Fund
International Core Fund
International Growth Fund
Intrinsic Value Fund
U.S. Core Fund
Value Opportunities Fund
The undersigned shareholder(s) of the above referenced fund(s) (the "Fund"),
hereby appoint(s) Thomas Kinzler and Betsy Seel, and each of them, the attorneys
and proxies of the undersigned, with full power of substitution, to vote, as
indicated herein, all of the shares of the Fund standing in the name of the
undersigned at the close of business on November 30, 2006, at a Special Meeting
of Shareholders to be held at John Hancock Funds, 601 Congress Street, Boston,
Massachusetts 02210 at 10:00 a.m., on December 21, 2006, and at any and all
adjournments thereof, with all of the powers the undersigned would possess if
then and there personally present and especially (but without limiting the
general authorization and power hereby given) to vote as indicated on the
proposal, as more fully described in the Proxy Statement for the meeting.
Please mark boxes in blue or black ink.
1. Election of Trustees:
For all Nominees /_/ Withhold Authority /_/ Withhold Authority /_/
only for those Nominee(s) for all Nominees
whose name(s) I have
written Below
Nominees for Election are: James F. Carlin, Richard P. Chapman, Jr., Ronald R.
Dion, John A. Moore, Patti McGill Peterson, Steven R. Pruchansky, William H.
Cunningham, Charles L. Ladner and James R. Boyle.
________________________________________________________________________________
2. In their discretion, to vote on such other matters as may properly come
before the meeting and any adjournment(s) thereof.
TWO EASY WAYS TO VOTE YOUR PROXY
1. Call Toll-Free 1-888-221-0697, enter the control number listed below and
follow the recorded instructions; or
2. Return this Proxy Card, signed and dated, in the enclosed postage-paid
envelope.
***CONTROL NUMBER:
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSAL UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or names appearing on this
proxy. If shares are held jointly, each shareholder is requested to
sign, but only one signature is required. If signing is by attorney,
executor, administrator, trustee or guardian, please give full title.
By signing this proxy card, receipt of the accompanying Notice of
Special Meeting of Shareholders and Proxy Statement is acknowledged.
Dated: _____________________________, 2006
------------------------------------------
Signature(s)
------------------------------------------
Signature(s)
If you are NOT voting by Telephone, Please Sign,
Date and Return the Proxy Card Promptly Using
the Enclosed Envelope
==============
Thank
You
for mailing
your proxy
card promptly!
==============
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John Hancock Funds, LLC
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601 Congress Street
Boston, MA 02210-2805
1-800-225-5291
1-800-554-6713 TDD
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www.jhfunds.com
JHF3PX 12/06