HANCOCK JOHN TAX EXEMPT INCOME FUND
497, 1995-03-15
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<PAGE>
                John Hancock Sovereign Bond Fund, May 1, 1994
                     John Hancock Growth Fund, May 1, 1994
                 John Hancock Special Value Fund, April 1, 1994
              John Hancock Sovereign Investors Fund, May 1, 1994
              John Hancock Sovereign Balanced Fund, May 1, 1994
            John Hancock Limited Term Government Fund, May 1, 1994
               John Hancock Global Technology Fund, May 1, 1994
        John Hancock National Aviation & Technology Fund, May 1, 1994
               John Hancock Tax-Exempt Income Fund, May 1, 1994

                 Supplement to Class A and Class B Prospectus


The  "Qualifying  for a Reduced  Sales  Charge"  section  under  SHARE  PRICE is
supplemented as follows:

    Effective   March  15, 1995,   participant   directed  defined  contribution
    plans with at least 100  eligible  employees  at the  inception  of the Fund
    account may  purchase  Class A shares of the Fund  without an initial  sales
    charge but if the shares are redeemed  within 12 months after the end of the
    calendar  year in which the purchase was made, a contingent  deferred  sales
    charge  will be  imposed  at the rate for  Class A shares  described  in the
    prospectus.


March 15, 1995
<PAGE>
JOHN HANCOCK
TAX-EXEMPT
INCOME FUND
CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 1, 1994

- --------------------------------------------------------------------------------
TABLE OF CONTENTS                                                           Page

Expense Information .......................................................    2
The Fund's Financial Highlights ...........................................    3
Investment Objective and Policies .........................................    4
Organization and Management of the Fund ...................................    7
Alternative Purchase Arrangements .........................................    8
The Fund's Expenses .......................................................    9
Dividends and Taxes .......................................................   10
Performance ...............................................................   11
How to Buy Shares .........................................................   12
Share Price ...............................................................   13
How to Redeem Shares ......................................................   17
Additional Services and Programs ..........................................   20

    This Prospectus sets forth information about John Hancock  Tax-Exempt Income
Fund (the"Fund") that you should know before  investing.  Please read and retain
it for future reference.

    Additional information about the Fund has been filed with the Securities and
Exchange  Commission (the "SEC").  You can obtain a copy of the Fund's Statement
of Additional Information, dated May 1, 1994, which is incorporated by reference
into this  Prospectus,  free of charge by writing or  telephoning:  John Hancock
Fund  Services,  Inc.,  P.O.   Box  9116,  Boston,   Massachusetts   02205-9116,
1-800-225-5291, (1-800-554-6713 TDD).

    SHARES OF THE FUND ARE NOT  DEPOSITS OR  OBLIGATIONS  OF, OR  GUARANTEED  OR
ENDORSED BY, ANY BANK,  AND THE SHARES ARE NOT FEDERALLY  INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>
EXPENSE INFORMATION
    The  purpose of the  following  information  is to help you  understand  the
various fees and expenses that you will bear,  directly or  indirectly  when you
purchase  shares of the Fund. The operating  expenses  included in the table and
hypothetical example below are based on fees and expenses for the Class A shares
of the Fund for the fiscal year ended  December  31,  1993,  adjusted to reflect
current fees and expenses.  No Class B shares were actually  outstanding  during
that  period.  Actual fees and expenses of Class A shares and Class B shares may
be greater or less than those indicated.



<TABLE>
<CAPTION>

                                                                                 CLASS A      CLASS B
                                                                                 SHARES<F2>   SHARES<F2>
                                                                                 -------      -------
<S>                                                                              <C>          <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as
  a percentage of offering price) ..............................................   4.50%<F1>  None
Maximum sales charge imposed on reinvested dividends ...........................   None       None
Maximum deferred sales charge ..................................................   None<F1>   5.00%
Redemption fee<F4> .............................................................   None       None
Exchange fee ...................................................................   None       None

ANNUAL FUND OPERATING EXPENSES
  (as a percentage of average net assets)
Management fee .................................................................   0.55%      0.55%
12b-1 fee<F3> ..................................................................   0.30%      1.00%
Other expenses .................................................................   0.27%      0.29%
Total Fund operating expenses ..................................................   1.12%      1.84%

<FN>
<F1> No sales charge is payable at the time of purchase on  investments in Class
     A shares of $1  million or more,  but for these  investments  a  contingent
     deferred sales charge may be imposed, as described under the caption "Share
     Price," in the event of certain redemption  transactions within one year of
     purchase.
<F2> The  information set forth in the foregoing table relates only to the Class
     A  shares  and  Class B  shares.  The Fund has  been  operating  since  its
     organization  primarily  with only one class of shares (now  designated  as
     Class A shares).  As of the date of this Prospectus,  the Board of Trustees
     has  authorized  the  issuance  of two  classes  of  shares  of  the  Fund,
     designated  Class A and Class B. See  "Organization  and  Management of the
     Fund."
<F3> The amount of the 12b-1 fee used to cover  service  expenses  will be up to
     0.25% of the Fund's average net assets,  and the remaining  portion will be
     used to cover distribution expenses. See "The Fund's Expenses."
<F4> Redemption by wire fee (currently $4.00) not included.

</TABLE>


<TABLE>
<CAPTION>

                                    EXAMPLE:                                    1 YEAR  3 YEARS  5 YEARS  10 YEARS
<S>                                                                             <C>     <C>      <C>      <C>
You would pay the following  expenses for the indicated  period of years on a
 hypothetical $1,000 investment, assuming a 5% annual return: ...............    $ 56    $ 79      $104     $175
Class A shares
Class B shares
  --Assuming complete redemption at end of period ...........................    $ 69    $ 88      $120     $197
  --Assuming no redemption ..................................................    $ 19    $ 58      $100     $197
</TABLE>

(This  example  should  not be  considered  a  representation  of past or future
expenses. Actual expenses may be greater or less than those shown.)

    The  Fund's  payment  of a  distribution  fee  may  result  in  a  long-term
shareholder  indirectly paying more than the economic  equivalent of the maximum
front-end sales charge  permitted  under the National  Association of Securities
Dealers Rules of Fair Practice.

    The management and 12b-1 fees referred to above are more fully  explained in
this Prospectus  under the caption "The Fund's Expenses" and in the Statement of
Additional  Information  under  the  captions  "Investment  Advisory  and  Other
Services" and "Distribution Contract."

<PAGE>

THE FUND'S FINANCIAL HIGHLIGHTS
    The  following  table of  Financial  Highlights  for Class A Shares has been
audited  by Ernst & Young,  the  Fund's  independent  auditors.  Ernst & Young's
report on the Fund's financial  statements and financial  highlights is included
in the  Statement of Additional  Information.  Class B shares are a new class of
shares of the Fund.  Accordingly,  no historical  financial highlights exist for
Class B shares.

    Selected data for each class of shares  outstanding  throughout  each period
indicated are as follows:

<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                         -------------------------------------------------------------------------------------
                                         1993     1992     1991     1990     1989     1988     1987     1986     1985     1984
                                         ----     ----     ----     ----     ----     ----     ----     ----     ----     ----
<S>                                     <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>   
Net Asset Value, Beginning of Period... $10.96   $11.01   $10.59   $10.68   $10.49   $10.07   $11.10   $10.35   $ 9.32   $ 9.26
                                        ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
Net Investment Income..................   0.58     0.63     0.68     0.68     0.72     0.72     0.71     0.77     0.81     0.78
Net Realized and Unrealized Gain (Loss)
 on Investments and Financial Futures
 Contracts.............................   0.66     0.26     0.57    (0.05)    0.20     0.40    (0.67)    1.23     1.10     0.03
                                        ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
    Total from Investment Operations...   1.24     0.89     1.25     0.63     0.92     1.12     0.04     2.00     1.91     0.81
                                        ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
Less Distributions:
  Dividends from Net Investment Income   (0.58)   (0.63)   (0.68)   (0.68)   (0.73)   (0.70)   (0.77)   (0.75)   (0.88)   (0.75)
  Distributions from Net Realized Gain
   on Investments Sold and Financial
   Futures Contracts...................  (0.41)   (0.31)   (0.15)   (0.04)     --       --     (0.30)   (0.50)     --       --
                                        ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
    Total Distributions................  (0.99)   (0.94)   (0.83)   (0.72)   (0.73)   (0.70)   (1.07)   (1.25)   (0.88)   (0.75)
                                        ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
Net Asset Value, End of Period......... $11.21   $10.96   $11.01   $10.59   $10.68   $10.49   $10.07   $11.10   $10.35   $ 9.32
                                        ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
Total Investment Return at Net Asset
   Value<F1>...........................  11.53%    8.35%   12.18%    6.15%    9.06%   11.38%    0.47%   20.42%   21.51%    9.17%
                                        ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
Ratios and Supplemental Data
Net Assets, End of Period
   (000's omitted).....................$541,281 $481,730 $422,311 $377,738 $382,421 $361,011 $357,624 $341,670 $238,558 $186,777
Ratio of Expenses to Average Net Assets   1.27%    1.28%    1.21%    1.23%    0.94%    0.84%    0.78%    0.71%    0.72%    0.72%
Ratio of Net Investment Income to
   Average Net Assets..................   5.06%    5.71%    6.23%    6.43%    6.76%    6.95%    6.96%    7.17%    8.30%    8.65%
Portfolio Turnover Rate................     81%      93%      56%      59%      44%      94%     129%     114%     131%      63%

<FN>
- ----------
<F1> Does not reflect sales load.
</TABLE>
<PAGE>
THE  INVESTMENT  OBJECTIVE  OF THE FUND IS TO SEEK AS HIGH A LEVEL  OF  DIVIDEND
INCOME EXEMPT FROM FEDERAL  INCOME TAX AS IS  CONSISTENT  WITH  PRESERVATION  OF
CAPITAL.

INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is to provide its shareholders with as high
a level of dividend  income exempt from Federal income tax as is consistent with
preservation  of capital and the Fund's  requirements  for  liquidity.  The Fund
seeks to achieve its  objective  by  investing  in a  diversified  portfolio  of
municipal bonds and other securities  (including certain industrial  development
or private  activity  bonds),  the  interest  on which is, at the time of issue,
excludable  from gross income for Federal  income tax purposes in the opinion of
bond  counsel  to the issuer  (all of which are  commonly  known as  "Tax-Exempt
Bonds").  There is no  assurance  that  the Fund  will  achieve  its  investment
objective.

The Fund's assets may consist of Tax-Exempt  Bonds,  short-term  municipal  debt
instruments  (Tax-Exempt  Bonds  issued for terms of less than one year),  cash,
receivables, and short-term taxable investments which include securities such as
(1) U.S. Treasury obligations; (2) obligations of agencies and instrumentalities
of the United  States  government;  and (3) money  market  instruments,  such as
domestic bank certificates of deposit,  repurchase  agreements,  finance company
and  other  corporate  commercial  paper  and  bankers'  acceptances.  It is not
expected  that the portion of the Fund's total assets  consisting  of short-term
taxable investments will exceed 15%.

It is expected  that at least 85% of the Fund's  total  assets  will  consist of
Tax-Exempt  Bonds the interest on which is not treated as a tax preference  item
under the Federal  alternative  minimum tax, and that at least 65% of the Fund's
investments in Tax-Exempt Bonds will consist of bonds falling into either of two
categories:

1. Tax-Exempt  Bonds that, at the time of  investment,  have a rating within the
   three  highest  ratings  determined  by  Moody's  Investors   Service,   Inc.
   ("Moody's") (Aaa, Aa, and A), by Standard and Poor's Corporation ("Standard &
   Poor's") (AAA, AA, and A) or by Fitch Investor Services, Inc. ("Fitch") (AAA,
   AA, A), and

2. Tax-Exempt Bonds issued for terms of less than one year (short-term municipal
   debt  instruments) that (a) have a rating within the three highest ratings as
   determined  by  Moody's  (MIG 1,  MIG 2,  or MIG 3),  by  Standard  &  Poor's
   (SP-1,SP-2,  SP-3) or by Fitch (F-1, F-2, F-3) or (b) bear no rating but are,
   in the judgment of John Hancock Advisers, Inc. ("the Adviser"), of equivalent
   quality  to aMIG 3, SP-3 or F-3  rating or  better.  Not more than 25% of the
   value of the Fund's  total  assets  shall  consist of  short-term  Tax-Exempt
   instruments.

The portion of the Fund's  investment  in  Tax-Exempt  Bonds not falling  within
either of the two foregoing  categories may consist of Tax-Exempt Bonds that, at
the time of  investment,  are rated within the next three highest  ratings (Baa,
Ba, B or BBB,  BB or B) or their  equivalent,  and unrated  Tax-Exempt  Bonds of
comparable  quality as  determined  by the  Adviser.  The Fund's  investment  in
long-term  Tax-Exempt Bonds that are not rated will not, however,  exceed 20% of
the Fund's  investments in Tax-Exempt  Bonds. It will be limited to those which,
in the judgment of the Adviser, are of equivalent quality to Tax-Exempt Bonds in
the rating  categories  noted above.  Bonds which have a rating of BBB or lower,
Baa or lower or an equivalent rating and unrated bonds of comparable quality are
considered  speculative  and,  while  generally  providing  greater  income than
investments  in  higher  quality  securities,  involve  greater  risk of loss of
principal and income, including the possibility of default. These bonds may have
greater price volatility,  especially during periods of economic  uncertainty or
change.  Bonds rated B are  currently  meeting  debt  service  requirements  but
provide a limited margin of safety and are vulnerable to default in the event of
adverse  business,  financial or economic  conditions.  The bonds are considered
highly  speculative.  In addition,  the market for bonds rated BBB, Baa or lower
may be less liquid than the market for higher rated securities.  Therefore,  the
Adviser's  judgment  may at times  play a greater  role in the  performance  and
valuation of the Fund's investments in these bonds.

The two principal  classifications of municipal securities in which the Fund may
invest are "general  obligation" and "revenue" bonds.  General  obligation bonds
are secured by the issuer's pledge of its full faith and credit and taxing power
for the payment of principal and  interest.  Revenue bonds are payable only from
the  revenues  derived from a particular  facility or class of  facilities  or a
specific  revenue  source,  and  generally  are not payable  from the  unlimited
revenues of the  issuer.  The Fund may also invest up to 5% of its net assets in
certificates of participation in municipal lease obligations.

The Fund's  investments  in Tax-Exempt  Bonds entail  certain  risks,  including
adverse  income  and  principal  value  fluctuation   associated  with  economic
conditions   affecting  the  market  for  Tax-Exempt   Bonds  in  general,   the
creditworthiness of issuers and guarantors of such securities and the facilities
financed by such securities and adverse interest rate changes.  The value of the
Fund's  investments  in  Tax-Exempt  Bonds,  and thus the net asset value of the
Fund's  shares can  generally  be expected  to vary  inversely  with  changes in
interest rates.

It is  expected  that,  under  normal  market  conditions,  the  Fund's  average
portfolio  maturity will range from 20 to 25 years.  Portfolio  securities  with
longer  maturities  generally  are more  susceptible  to adverse  interest  rate
changes than securities with shorter maturities.

THE FUND MAY EMPLOY  CERTAIN  INVESTMENT  STRATEGIES  TO ACHIEVE ITS  INVESTMENT
OBJECTIVE.

RESTRICTED SECURITIES.  The Fund may purchase restricted  securities,  including
those eligible for resale to "qualified  institutional  buyers" pursuant to Rule
144A under the  Securities  Act of 1933 (the  "Securities  Act"),  subject to an
investment  restriction limiting the Fund's illiquid securities to not more than
15% of its net  assets.  Since it is not  possible  to  predict  with  assurance
exactly how this market for  restricted  securities  will develop,  the Trustees
will carefully monitor the Fund's  investments in these securities,  focusing on
certain factors, including valuation, liquidity and availability of information.
This  investment  practice  could  have the  effect  of  reducing  the  level of
liquidity  in the  Fund if  qualified  institutional  buyers  become  for a time
uninterested in purchasing these securities for a time.

REPURCHASE  AGREEMENTS.  The Fund may enter  into  repurchase  agreements.  In a
repurchase  agreement,  the  Fund  buys a  security  subject  to the  right  and
obligation to sell it back at a higher price.  These  transactions must be fully
collateralized  at all times,  but  involve  some credit risk to the Fund if the
other party defaults on its obligation and the Fund is delayed or prevented from
liquidating the collateral.

FINANCIAL  FUTURES  CONTRACTS.  The Fund may buy and sell stock  index and other
financial  futures  contracts and options on futures  contracts to hedge against
changes in securities prices,  interest rates or for speculative  purposes.  The
futures contracts may be based upon various securities,  securities indices, and
other  financial  instruments  and  indices.  The Fund will  engage  in  futures
transactions  and related options only to the extent  permitted by the Commodity
Futures  Trading  Commission.  Consequently,  the Fund may not  purchase or sell
futures  contracts  or related  options  for  speculative  purposes,  except for
closing purchase and sale transactions, if immediately thereafter the sum of the
amount  of  initial  margin  deposits  on  the  Fund's  outstanding  speculative
positions  in futures  and related  options and the amount of premiums  paid for
outstanding  options on  futures  exceeds  5% of the  market  value,  except for
closing purchase and sale transactions,  of the Fund's net assets. The potential
loss from writing options on futures  transactions is potentially  unlimited and
may exceed the amount of the premium received.

VARIABLE AND FLOATING-RATE OBLIGATIONS. The Fund may invest in variable rate and
floating rate  obligations on which the interest may fluctuate  based on changes
in market rates.  The interest  rates payable on variable rate  obligations  are
adjusted  at  designated  periodic  intervals.  The  interest  rates  payable on
floating rate obligations are adjusted  whenever there is a change in the market
rate of interest on which the interest payable is based.

WHEN-ISSUED  BONDS.  Purchasing  Tax-Exempt  Bonds on a  when-issued  basis  may
increase the Fund's overall investment exposure,  and involves a risk of loss if
the value of the securities declines prior to the settlement date.

SHORT-TERM TRADING. Short-term trading means the purchase and subsequent sale of
a security  after it has been held for a relatively  brief  period of time.  The
Fund engages in short-term  trading in response to changes in interest  rates or
other  economic  trends  and  developments,   or  to  take  advantage  of  yield
disparities between various fixed-income  securities in order to realize capital
gains or improve income.  Portfolio  turnover rates of the Fund for recent years
are shown in the section "The Fund's Financial Highlights."

CERTAIN INVESTMENTS MAY BE SUBJECT TO THE ALTERNATIVE MINIMUM TAX.

The Fund may invest in certain types of  Tax-Exempt  Bonds on which the interest
income is treated  as an item of tax  preference  for  purposes  of the  Federal
alternative  minimum  tax.  To the extent the Fund  invests in these  Tax-Exempt
Bonds as described above,  shareholders  will be required to treat as an item of
tax  preference  for  Federal  income  tax  purposes  that  part  of the  Fund's
distributions  which  is  derived  from  interest  on  these  Tax-Exempt  Bonds.
Dividends derived from interest income from all Tax-Exempt Bonds are included in
corporate  "adjusted current earnings" for purposes of computing the alternative
minimum taxable income of corporate shareholders of the Fund.

THE FUND FOLLOWS CERTAIN POLICIES, WHICH MAY HELP REDUCE INVESTMENT RISK.

The Fund has adopted certain  investment  restrictions which are detailed in the
Statement of Additional Information, where they are classified as fundamental or
non-fundamental.  The  Fund's  fundamental  investment  restrictions  may not be
changed  without  shareholder  approval.  All  other  restrictions,   investment
objective and  investment  policies are  nonfundamental  and can be changed by a
vote of the Trustees without shareholder  approval.  If there is a change in the
Fund's  investment  objective,  shareholders  should  consider  whether the Fund
remains an appropriate  investment in light of their current financial  position
and needs.

BROKERS ARE CHOSEN ON BEST PRICE AND EXECUTION.

When choosing brokerage firms to carry out the Fund's transactions,  the primary
consideration is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service.  Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the  Trustees,  the  Adviser  may place  securities  transactions  with  brokers
affiliated with the Adviser.  These brokers include Tucker Anthony  Incorporated
and Sutro & Company,  Inc. They are indirectly owned by John Hancock Mutual Life
Insurance Company, which in turn indirectly owns the Adviser.

ORGANIZATION AND MANAGEMENT OF THE FUND

THE TRUSTEES ELECT OFFICERS AND RETAIN THE INVESTMENT ADVISER WHO IS RESPONSIBLE
FOR THE DAY-TO-DAY OPERATIONS OF THE FUND, SUBJECT TO THE TRUSTEES' POLICIES AND
SUPERVISION.

The Fund is a diversified open-end management  investment company organized as a
Massachusetts  business  trust in 1976.  The Fund  has an  unlimited  number  of
authorized  shares of  beneficial  interest.  The  Fund's  Declaration  of Trust
permits the Trustees without shareholder approval, to create and classify shares
of beneficial  interest into separate series of the Fund. As of the date of this
Prospectus,  the Trustees have not  authorized the creation of any new series of
the Fund.  Although  additional series may be added in the future,  the Trustees
have no current intention of creating additional series of the Fund. The Trust's
Declaration  of Trust also permits the Trustees to classify and  reclassify  any
series  or  portfolio  of  shares  into one or more  classes.  Accordingly,  the
Trustees  have  authorized  the issuance of two classes of the Fund,  designated
Class A and Class B. The shares of each class  represent an interest in the same
portfolio of investments of the Fund.  Each class has equal rights as to voting,
redemption,  dividends  and  liquidation.  However,  each class bears  different
distribution and transfer agent fees and other expenses. Also, Class A and Class
B shareholders  have exclusive voting rights with respect to their  distribution
plans.

Shareholders  have certain rights to remove  Trustees.  The Fund is not required
and does not  intend  to hold  annual  shareholder  meetings,  although  special
meetings  may be held  for such  purposes  as  electing  or  removing  Trustees,
changing  fundamental  restrictions  and  policies  or  approving  a  management
contract.  The Fund,  under certain  circumstances,  will assist in  shareholder
communications with other shareholders.

JOHN HANCOCK ADVISERS,  INC. ADVISES INVESTMENT COMPANIES HAVING TOTAL ASSETS OF
APPROXIMATELY $10 BILLION.

John Hancock  Advisers,  Inc., (the  "Adviser"),  was organized in 1968 and is a
wholly-owned  indirect  subsidiary  of the John  Hancock  Mutual Life  Insurance
Company,  a  financial  services  company.  The Adviser  manages the  investment
operations of the Fund and provides the Fund, and other investment  companies in
the  John  Hancock  group of  funds,  with  investment  research  and  portfolio
management services.

John Hancock Broker Distribution Services,  Inc. ("Broker Services") distributes
shares for all of the John Hancock mutual funds through selected  broker-dealers
("Selling Brokers").  Certain Fund officers are also officers of the Adviser and
Broker Services.

Frank A.  Lucibella is Second Vice  President and portfolio  manager of the Fund
and of  John  Hancock  Managed-Tax  Exempt  Fund.  He is  assisted  by a team of
analysts in the day to day management of the Fund. He joined the Adviser in 1988
after six years of  investment  experience  with Eaton  Vance and The  Travelers
Corporation.

ALTERNATIVE PURCHASE ARRANGEMENTS
You can  purchase  shares of the Fund at a price  equal to their net asset value
per share,  plus a sales charge.  At your  election,  this charge may be imposed
either at the time of the purchase  (see  "Initial  Sales  Charge  Alternative--
Class A Shares") or on a contingent  deferred  basis (see  "Contingent  Deferred
Sales  Charge  Alternative--Class  B  Shares").  If you do not  specify  on your
account application which class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.

INVESTMENTS  IN CLASS A  SHARES  OF THE FUND ARE  SUBJECT  TO AN  INITIAL  SALES
CHARGE.

CLASS A SHARES.  If you elect to  purchase  Class A  shares,  you will  incur an
initial sales charge unless your purchase is $1 million or more. If you purchase
$1  million  or more of Class A shares,  you will not be  subject  to an initial
sales charge, but you will incur a sales charge if you redeem your shares within
one year of  purchase.  Class A shares are subject to ongoing  distribution  and
service  fees at a combined  annual  rate of up to 0.30% of the  Fund's  average
daily net assets attributable to the Class A shares.  Certain purchases of Class
A shares  qualify  for  reduced  initial  sales  charges.  See  "Share  Price --
Qualifying for a Reduced Sales Charge."

INVESTMENTS IN CLASS B SHARES ARE SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE.

CLASS B SHARES.  You will not incur a sales  charge  when you  purchase  Class B
shares,  but the shares are subject to a sales  charge if you redeem them within
six years of purchase  (the"contingent  deferred  sales  charge" or the "CDSC").
Class B shares  are  subject  to  ongoing  distribution  and  service  fees at a
combined  annual  rate of up to 1.00% of the  Fund's  average  daily net  assets
attributable  to the Class B shares.  Investing in Class B shares permits all of
your  dollars  to work from the time you make your  investment,  but the  higher
ongoing  distribution fee will cause these shares to have a higher expense ratio
than that of Class A shares.  To the extent that any  dividends  are paid by the
Fund,  these higher  expenses will result in lower  dividends than those paid on
Class A shares.

YOU SHOULD CONSIDER WHICH CLASS OF SHARES WILL BE A MORE  BENEFICIAL  INVESTMENT
FOR YOU.

FACTORS  TO  CONSIDER  IN  CHOOSING  AN  ALTERNATIVE
The alternative  purchase  arrangement  allows you to choose the most beneficial
way to buy  shares,  given the amount of your  purchase,  the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated  life of your Fund  investment,  the accumulated  fees on
Class B shares would be less than the initial sales charge and accumulated  fees
on  Class  A  shares  purchased  at the  same  time,  and to  what  extent  this
differential would be offset by the Class A shares' lower expenses.  To help you
make this  determination,  the table under the caption "Expense  Information" on
page 2 of this Prospectus gives examples of the charges applicable to each class
of shares.  Class A shares will normally be more beneficial if you qualify for a
reduced sales charge. See "Share Price-- Qualifying for a Reduced Sales Charge."

Class A  shares  are  subject  to  lower  distribution  and  service  fees  and,
accordingly,  pay correspondingly higher dividends per share, to the extent that
any dividends are paid.  However,  because initial sales charges are deducted at
the time of purchase,  you would not have all of your funds  invested  initially
and,  therefore,  would  initially own fewer  shares.  If you do not qualify for
reduced  initial  sales charges and expect to maintain  your  investment  for an
extended  period of time, you might consider  purchasing  Class A shares because
the  accumulated  distribution  and service charges on Class B shares may exceed
the initial sales charge and  accumulated  distribution  and service  charges on
Class A shares during the life of your investment.

Alternatively,  you  might  determine  that it  would  be more  advantageous  to
purchase  Class B shares  in order to have all your  funds  invested  initially,
although  remaining  subject  to higher  distribution  fees and,  for a six-year
period, a CDSC.

In the case of Class A shares, distribution expenses that Broker Services incurs
in  connection  with the sale of shares  will be paid from the  proceeds  of the
initial sales charge and the ongoing  distribution and service fees. In the case
of Class B  shares,  expenses  will be paid  from the  proceeds  of the  ongoing
distribution  and service fees,  as well as the CDSC  incurred  upon  redemption
within six years of  purchase.  The purpose and  function of the Class B shares'
CDSC and  ongoing  distribution  and  service  fees are the same as those of the
Class A shares' initial sales charge and ongoing  distribution and service fees.
Sales   personnel   distributing   the  Fund's  shares  may  receive   different
compensation for selling each class of shares.

Dividends,  if any, on Class A and Class B shares will be calculated in the same
manner,  at the same  time  and on the same day and will be in the same  amount.
However,  each  class  will bear only its own  distribution  and  service  fees,
shareholder  meeting  expenses and any incremental  transfer  agency costs.  See
"Dividends and Taxes."


THE FUND'S EXPENSES
For managing its  investment  and business  affairs,  the Fund pays a fee to the
Adviser  which for the 1993 fiscal year,  was 0.47% of the Fund's  average daily
net asset value.

THE FUND PAYS  DISTRIBUTION  AND SERVICE FEES FOR  MARKETING  AND  SALES-RELATED
SHAREHOLDER SERVICING.

The Class A and Class B  shareholders  have adopted  distribution  plans (each a
"Plan")  pursuant to Rule 12b-1 under the Investment  Company Act of 1940. Under
these  Plans,  the Fund will pay  distribution  and service fees at an aggregate
annual  rate of 0.30% of the Class A shares'  average  daily net  assets  and an
aggregate  annual rate of 1.00% of the Class B shares' average daily net assets.
In each case, up to 0.25% is for service  expenses and the  remaining  amount is
for  distribution  expenses.  The  distribution  fees will be used to  reimburse
Broker Services for its distribution  expenses including but not limited to: (i)
initial and ongoing sales  compensation to Selling Brokers and others (including
affiliates  of  Broker  Services)  engaged  in the  sale  of Fund  shares;  (ii)
marketing,  promotional  and overhead  expenses  incurred in connection with the
distribution  of Fund  shares;  and (iii) with  respect to Class B shares  only,
interest expenses on unreimbursed  distribution  expenses. The service fees will
be used to  compensate  Selling  Brokers  for  providing  personal  and  account
maintenance services to shareholders.  In the event Broker Services is not fully
reimbursed for payments made or expenses  incurred by it under the Class A Plan,
these  expenses will not be carried beyond twelve months from the date they were
incurred.  Unreimbursed  expenses under the Class B Plan will be carried forward
together with interest on the balance of these unreimbursed expenses.

The Fund's total  expenses for the year ended  December 31, 1993,  were 1.27% of
average daily net asset value.


DIVIDENDS  AND  TAXES
Dividends from the Fund's net investment income are generally declared daily and
distributed monthly.  Capital gains, if any, are generally distributed annually.
Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service  cannot  deliver your  checks,  your  election  will be converted to the
reinvestment  option.  Because of the higher  expenses  associated  with Class B
shares,  any  dividend  on Class B shares  will be  lower  than  that on Class A
shares. See "Share Price."

IN 1991, 1992 AND 1993, 99.78%, 99.80% AND 99.78%,  RESPECTIVELY,  OF THE FUND'S
INCOME DIVIDENDS WERE EXEMPT FROM FEDERAL INCOME TAX.

TAXATION.  The Fund  intends  to satisfy  applicable  tax  requirements  so that
interest  earned by the Fund from  Tax-Exempt  Bonds will be federally  tax-free
when paid to you as income  distributions.  Dividends  derived from  interest on
certain  Tax-Exempt  Bonds  that are  "private  activity  bonds"  may,  however,
increase the Federal  alternative minimum tax liability of shareholders that are
subject to the individual  alternative minimum tax, and all tax-exempt dividends
may  increase a  corporate  shareholder's  liability,  if any,  for the  federal
alternative minimum tax.


Shareholders  receiving social security benefits and certain railroad retirement
benefits  may be  subject  to  federal  income  tax on up to 85  percent of such
benefits as a result of receiving investment income, including tax-exempt income
(such as exempt-interest) and other dividends paid by the Fund. The Fund may not
be an  appropriate  investment  for  persons  who  are  "substantial  users"  of
facilities  financed by  industrial  development  or private  activity  bonds or
persons related to substantial users. Consult your tax adviser if you think this
may apply to you.

Dividends from any net  short-term  capital gains or any taxable income the Fund
earns,  including  accrued market discount income are taxable to you as ordinary
income and dividends from the Fund's net long-term  capital gains are taxable as
long-term capital gains.  These dividends are taxable,  whether you take them in
cash or reinvest in additional shares. Certain dividends may be paid by the Fund
in  January of a given  year,  but they may be  taxable  to  shareholders  as if
received  the prior  December.  The Fund will send you a statement by January 31
showing the tax status of the dividends you received for the prior year.

The Fund has  qualified  and  intends to  continue  to  qualify  as a  regulated
investment  company under  Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated  investment  company,  the Fund will not be
subject to Federal  income taxes on any net  investment  income and net realized
capital gains that are distributed to its shareholders at least annually.

When you redeem (sell) or exchange shares, you may realize a gain or loss.

On the account  application,  you must certify that the social security or other
taxpayer  identification  number you  provide  is  correct  and that you are not
subject  to  Federal  backup  withholding  tax.  If  you  do  not  provide  this
information  or are  otherwise  subject  to such  withholding,  the  Fund may be
required to withhold 31% of your taxable dividends, redemptions and exchanges.


In  addition  to Federal  taxes with  respect to certain  dividends,  you may be
subject to state,  local or foreign  taxes,  depending on your  residence.  Some
states  and  localities  exempt  Fund  distributions  of  interest  on their own
municipal  obligations.  You will receive tax information  each year showing the
percentage of the Fund's  dividends  attributable  to obligations of each state.
You should consult your tax adviser for specific advice.

PERFORMANCE

THE FUND MAY ADVERTISE ITS YIELD AND TOTAL RETURN.

Yield  reflects  the  Fund's  rate  of  income  on  portfolio  investments  as a
percentage of its share price.  Yield is computed by  annualizing  the result of
dividing the net investment income per share over a 30 day period by the maximum
offering  price per share on the last day of that  period.  Yield is  calculated
according to  accounting  methods that are  standardized  for all stock and bond
funds.  Because yield accounting  methods differ from the methods used for other
accounting  purposes,  the Fund's  yield may not equal the  income  paid on your
shares or the income reported in the Fund's financial  statements.  The Fund may
also quote a tax-equivalent  yield, which shows the taxable yield you would have
to earn before taxes to equal the Fund's tax-free yield. A tax- equivalent yield
is  calculated by dividing the Fund's  tax-free  yield by one minus a stated tax
rate.


TOTAL  RETURN  IS  BASED  ON THE  OVERALL  CHANGE  IN  VALUE  OF A  HYPOTHETICAL
INVESTMENT IN THE FUND.

The Fund's total return shows its overall dollar or percentage  change in value,
assuming the  reinvestment of all dividends.  Cumulative  total return shows the
Fund's  performance over a period of time. Average annual total return shows the
cumulative  return  divided  over the number of years  included  in the  period.
Because   average  annual  total  return  tends  to  smooth  out  variations  in
performance, you should recognize that it is not the same as actual year-to-year
results.

Both total return and yield  calculations for Class A shares  generally  include
the effect of paying the maximum  sales  charge  (except as shown in "The Fund's
Financial  Highlights").  Investments  at lower sales  charges  would  result in
higher  performance  figures.  Yield  and  total  return  for the Class B shares
reflect the deduction of the  applicable  CDSC imposed on a redemption of shares
held for the applicable period.  All calculations  assume that all dividends are
reinvested  at net asset value on the  reinvestment  dates  during the  periods.
Yield  and  total  return  of  Class A and  Class B  shares  will be  calculated
separately,  and, because each class is subject to different expenses, the yield
or total return with  respect to that class for the same period may differ.  The
relative  performance  of the Class A and Class B shares  will be  affected by a
variety of factors,  including the higher operating expenses attributable to the
Class B shares,  whether  the  Fund's  investment  performance  is better in the
earlier or later portions of the period  measured and the level of net assets of
the Classes  during the period.  The Fund will  include the total return of both
classes in any  advertisement  or  promotional  materials  including  the Fund's
performance data. The value of Fund shares,  when redeemed,  may be more or less
than  their  original   cost.   Both  yield  and  total  return  are  historical
calculations,  and are not  indications of future  performance.  See "Factors to
Consider in Choosing an Alternative."  Further information about the performance
of the Fund is contained in the Fund's Annual Report to  Shareholders  which may
be obtained free of charge by writing or telephoning John Hancock Fund Services,
Inc.  at the  address  or  telephone  number  listed on the  front  page of this
Prospectus.


HOW TO BUY SHARES
- --------------------------------------------------------------------------------
OPENING AN ACCOUNT

The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
group investments).Complete the Account Application attached to this Prospectus.
Indicate  whether you are  purchasing  Class A or Class B shares.  If you do not
specify which class of shares you are purchasing,  Fund Services will assume you
are investing in Class A shares.
- --------------------------------------------------------------------------------
BY CHECK       1. Make  your check  payable to  John Hancock Fund Services, Inc.
                  ("Fund Services").
               2. Deliver the completed application and check to your registered
                  representative  or Selling Broker, or mail it directly to Fund
                  Services.
- --------------------------------------------------------------------------------
BY WIRE        1. Obtain  an  account  number  by  contacting  your   registered
                  representative    or   Selling    Broker,    or   by   calling
                  1-800-225-5291.
               2. Instruct  your bank to wire funds to:
                    First  Signature  Bank &  Trust
                    John Hancock Deposit  Account No.  900000260 
                    ABA Routing  No. 211475000 
                    For credit to: John Hancock Tax-Exempt Income Fund  
                    (Class A or Class B shares)
                    Your account number
                    Name(s) under which account is registered
               3. Deliver  the   completed   application   to  your   registered
                  representative  or Selling Broker, or mail it directly to Fund
                  Services.
- --------------------------------------------------------------------------------
BUYING ADDITIONAL SHARES

MONTHLY 
AUTOMATIC      1. Complete  the   "Automatic Investing" and  "Bank  Accumulation
ACCUMULATION      Information"  sections  on the Account  Privileges Application
PROGRAM (MAAP)    designating a bank account from which funds may be drawn.

               2. The amount you elect to invest will be automatically withdrawn
                  from your bank or credit union account.
- --------------------------------------------------------------------------------
BY TELEPHONE   1. Complete the "Invest-By-Phone" and "Bank Information" sections
                  on  the  Account  Privileges  Application  designating  a bank
                  account from which funds may be drawn.   Note that in order to
                  invest  by  phone,  your account  must  be in a bank or credit
                  union  that is a member of the Automated Clearing House system
                  (ACH).
               2. After  your  authorization  form has been  processed,  you may
                  purchase  Class A or Class B shares by calling  Fund  Services
                  toll-free at 1-800-225-5291.
               3. Give the Fund  Services  representative  the  name(s) in which
                  your account is registered, the Fund name, the class of shares
                  you  own,  your  account  number  and the  amount  you wish to
                  invest.
               4. Your investment  normally will be credited to your account the
                  business day following your phone request.
- --------------------------------------------------------------------------------
BY CHECK       1. Either  complete the detachable  stub included on your account
                  statement or include a note with your  investment  listing the
                  name  of  the Fund, the class of shares you own,  your account
                  number and the name(s) in which the account is registered.
               2. Make your check payable to John Hancock Fund Services, Inc.
               3. Mail the account information and check to:
                    John Hancock Fund Services, Inc.
                    P.O. Box 9115
                    Boston,MA 02205-9115
                  or  deliver  it  to  your registered representative or Selling
                  Broker.
- --------------------------------------------------------------------------------
BY WIRE          Instruct your bank to wire funds to:
                   First Signature Bank & Trust
                   John Hancock Deposit Account No. 900000260
                   ABA Routing No. 211475000
                   For Credit To: John Hancock Tax-Exempt Income Fund
                   (Class A or Class B shares)
                   Your account number
                   Name(s) under which account is registered
- --------------------------------------------------------------------------------
Other Requirements:  All purchases must be made in U.S. dollars.  Checks written
on foreign  banks will delay  purchases  until U.S.  funds are  received,  and a
collection charge may be imposed.  Shares of the Fund are priced at the offering
price based on the net asset  value  computed  after  Broker  Services  receives
notification  of the dollar  equivalent  from the Fund's  custodian  bank.  Wire
purchases  normally  take two or more hours to complete  and, to be accepted the
same day,  must be received by 4:00 p.m.  New York time.  Your bank may charge a
fee to wire funds.  Telephone  transactions are recorded to verify  information.
Certificates  are not  issued  unless  a  request  is made  in  writing  to Fund
Services.
- --------------------------------------------------------------------------------

YOU WILL RECEIVE STATEMENTS REGARDING YOUR ACCOUNT WHICH YOU SHOULD KEEP TO HELP
WITH YOUR PERSONAL RECORDKEEPING.

You will receive a statement of your account after any transaction  that affects
your share  balance or  registration  (statements  related  to  reinvestment  of
dividends  and  automatic  investment/withdrawal  plans  will  be  sent  to  you
quarterly).  A tax information  statement will be mailed to you by January 31 of
each year.

THE OFFERING  PRICE OF SHARES IS THEIR NET ASSET VALUE PLUS A SALES  CHARGE,  IF
APPLICABLE, WHICH WILL VARY WITH THE PURCHASE ALTERNATIVE YOU CHOOSE.

SHARE PRICE
The net asset  value  ("NAV")  is the value of one  share.  The NAV per share is
calculated  by  dividing  the net  assets of each  class by the number of shares
outstanding  of that  class.  The NAV will be  different  for each  class to the
extent that different  amounts of undistributed  income are accrued on shares of
each class between dividend declarations. Securities in the Fund's portfolio are
generally  valued  by  a  pricing  service  which  utilizes  electronic  pricing
techniques based on general institutional trading. Some securities are valued at
fair value based on  procedures  approved by the Trustees and, for certain other
securities,  the amortized cost method is used if the Trustees determine in good
faith that this approximates fair value as described more fully in the Statement
of Additional  Information.  The NAV is calculated once daily as of the close of
regular trading on the New York Stock Exchange (generally at 4:00 p.m., New York
time) on each day that the Exchange is open.

Shares  of the Fund are sold at the  offering  price  based on the NAV  computed
after your investment  request is received in good order by Broker Services.  If
you buy shares of the Fund  through a Selling  Broker,  the Selling  Broker must
receive  your  investment  before the close of  regular  trading on the New York
Stock Exchange and transmit it to Broker  Services  before its close of business
to receive that day's offering  price.

The Fund offers two classes of shares in this Prospectus:  Class A shares, which
are subject to an initial sales charge and Class B shares,  which are subject to
a contingent  deferred sales charge. If you do not specify a particular class of
shares, it will be assumed that you are purchasing Class A shares and an initial
sales  charge will be assessed.

INITIAL SALES CHARGE  ALTERNATIVE -- CLASS A SHARES.  The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:

<TABLE>
<CAPTION>

                                                                        COMBINED
                                 SALES CHARGE       SALES CHARGE       REALLOWANCE            REALLOWANCE TO
                                AS A PERCENTAGE    AS A PERCENTAGE    AND SERVICE FEE       SELLING BROKER AS
    AMOUNT INVESTED                 OF THE             OF THE         AS A PERCENTAGE        A PERCENTAGE OF
(INCLUDING SALES CHARGE)        OFFERING PRICE     AMOUNT INVESTED   OF OFFERING PRICE<F4>   OFFERING PRICE<F1>
- ------------------------        ---------------    ---------------   -----------------     ------------------
<S>                                <C>                <C>                 <C>                   <C>  
Less than $100,000                 4.50%              4.71%               4.00%                 3.76%
$100,000 to $249,999               3.75%              3.90%               3.25%                 3.01%
$250,000 to $499,999               3.00%              3.09%               2.50%                 2.26%
$500,000 to $999,999               2.00%              2.04%               1.75%                 1.51%
$1,000,000 and over                0.00%<F2>          0.00%<F2>            <F3>                 0.00%<F3>

<FN>
<F1>Upon notice to Selling  Brokers  with whom it has sales  agreements,  Broker
    Services may reallow an amount up to the full  applicable  sales  charge.  A
    Selling Broker to whom substantially the entire sales charge is reallowed or
    who receives these  incentives may be deemed to be an underwriter  under the
    Securities Act of 1933.

<F2>No sales  charge is payable at the time of  purchase of Class A shares of $1
    million or more,  but a contingent  deferred  sales charge may be imposed in
    the event of certain redemption transactions within one year of purchase.

<F3>Broker  Services  may pay a  commission  and first  year's  service  fee (as
    described in (+ ) below) to Selling Brokers who initiate and are responsible
    for purchases of $1 million or more of shares in aggregate as follows: 1% on
    sales to  $4,999,999,  plus  0.50% on the next $5  million  and 0.25% on $10
    million and over.

<F4>At the time of sale,  Broker  Services  pays to  Selling  Brokers  the first
    year's service fee in advance, in an amount equal to 0.25% of the net assets
    invested in the Fund.  Thereafter  it pays the service fee  periodically  in
    arrears in an amount up to 0.25% of the Fund's  average  annual net  assets.
    Selling Brokers receive the fee as compensation  for providing  personal and
    account maintenance services to shareholders.
</TABLE>

Sales  charges  ARE  NOT  APPLIED  to any  dividends  which  are  reinvested  in
additional shares of the Fund.

Broker Services will pay certain affiliated Selling Brokers at an annual rate of
up to 0.05% of the  daily  net  assets  of the  accounts  attributable  to these
brokers.

In addition to the reallowance  allowed to all Selling Brokers,  Broker Services
will pay the  following:  Round trip airfare to a luxury resort will be given to
each registered  representative of a Selling Broker who sells certain amounts of
shares of John Hancock funds. Broker Services will make these incentive payments
out of its own resources.  Other than distribution  fees, the Fund does not bear
distribution expenses.

Under certain circumstances  described below, investors in Class A shares may be
entitled to pay reduced  sales  charges.  See  "Qualifying  For a Reduced  Sales
Charge" below.


CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES.  Purchases  of $1 million or more of Class A shares  will be made at net
asset value with no initial sales charge,  but if the shares are redeemed within
12 months  after the end of the  calendar  month in which the  purchase was made
(the  contingent  deferred  sales charge  period),  a contingent  deferred sales
charge ("CDSC") will be imposed.  The rate of the CDSC will depend on the amount
invested as follows:

      AMOUNT INVESTED                           CDSC RATE
      ---------------                           ---------
$1 million to $4,999,999                          1.00%
Next $5 million to $9,999,999                     0.50%
Amounts of $10 million and over                   0.25%

The charge  will be  assessed  on an amount  equal to the lesser of the  current
market  value or the  original  purchase  cost of the  Class A shares  redeemed.
Accordingly,  no CDSC will be imposed on  increases  in account  value above the
initial  purchase  price,  including any dividends which have been reinvested in
additional  Class  A  shares.

In determining  whether a CDSC applies to a redemption,  the calculation will be
determined in a manner that results in the lowest  possible rate being  charged.
Therefore,  it will be assumed that the redemption is first made from any shares
in your  account  that  are not  subject  to the  CDSC.  The CDSC is  waived  on
redemption in certain  circumstances.  See "Waiver of Contingent  Deferred Sales
Charges" below.

YOU MAY  QUALIFY  FOR A  REDUCED  SALES  CHARGE ON YOUR  INVESTMENTS  IN CLASS A
SHARES.

QUALIFYING FOR A REDUCED SALES CHARGE.  If you invest more than $50,000 in Class
A shares of the Fund or a  combination  of funds in the John  Hancock  family of
funds (except money market funds), you may qualify for a reduced sales charge on
your  investments  through a LETTER OF  INTENTION  or  through  the  COMBINATION
PRIVILEGE.  You may  also be able  to use  the  ACCUMULATION  PRIVILEGE  to take
advantage  of the value of your  previous  investments  in Class A shares of the
John Hancock funds when meeting the breakpoints for a reduced sales charge.

Class A shares of the Fund may be  purchased  without  paying an  initial  sales
charge by the following:

FUND EMPLOYEES AND AFFILIATES

* A Trustee/Director  or officer of the Trust/Company;  a Director or officer of
  the  Adviser  and its  affiliates  or  Selling  Brokers;  employees  or  sales
  representatives  of any of  the  foregoing;  retired  officers,  employees  or
  Directors of any of the foregoing;  a member of the immediate family of any of
  the foregoing;  or any Fund, pension, profit sharing or other benefit plan for
  the individuals described above.

SPECIAL TRANSACTIONS

* Any state,  county,  city or any  instrumentality,  department,  authority  or
  agency of these  entities  (an  "eligible  governmental  authority")  which is
  prohibited  by  applicable  investment  laws  from  paying a sales  charge  or
  commission when it purchases  shares of any registered  investment  management
  company.

* A bank,  trust  company,  credit union,  savings  institution or other type of
  depository  institution,  its  trust  departments  or common  trust  funds (an
  "eligible depository  institution") if it is purchasing $1 million or more for
  non-discretionary customers or accounts.

* A broker,  dealer or  registered  investment  adviser that has entered into an
  agreement  with Broker  Services  providing  specifically  for the use of Fund
  shares in fee-based investment products made available to their clients.

* A former  participant  in an employee  benefit plan with John  Hancock  Mutual
  Funds,  when s/he  withdraws  from  his/her plan and  transfers  any or all of
  his/her plan distributions to the Fund.

* Class A shares of the Fund may also be  purchased  without  an  initial  sales
  charge  in  connection  with  certain   liquidation,   merger  or  acquisition
  transactions   involving  other  investment   companies  or  personal  holding
  companies.

CONTINGENT  DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES.  Class B shares
are offered at net asset value per share  without a sales  charge,  so that your
entire  initial  investment  will go to work at the time of  purchase.  However,
Class B shares  redeemed  within  six years of  purchase  will be  subject  to a
Contingent  Deferred  Sales Charge  ("CDSC") at the rates set forth below.  This
charge will be assessed on an amount  equal to the lesser of the current  market
value or the original  purchase cost of the shares being redeemed.  Accordingly,
you will not be assessed a CDSC on increases in account  value above the initial
purchase  price,  including  shares  derived  from  dividend  reinvestments.  In
determining  whether a CDSC applies to a  redemption,  the  calculation  will be
determined in a manner that results in the lowest  possible rate being  charged.
It will be assumed  that your  redemption  comes first from shares you have held
beyond  the  six-year  CDSC  redemption  period  or those you  acquired  through
dividend reinvestment, and next from the shares you have held the longest during
the six-year period.

EXAMPLE:
You have  purchased  100  shares at $10 per share.  The  second  year after your
purchase,  your  investment's  net asset value per share has  increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment.  If
you redeem 50 shares at this time, your CDSC will be calculated as follows:

* Proceeds of 50 shares redeemed at $12 per share                          $ 600
* Minus proceeds of 10 shares not subject to CDSC
  because they were acquired through dividend reinvestment
  (10 x $12)                                                                -120
* Minus appreciation on remaining shares, also not subject
  to CDSC (40  x $2)                                                        - 80
* Amount subject to CDSC                                                   $ 400

Proceeds from the CDSC are paid to Broker Services. Broker services uses them in
whole or in part to defray  its  expenses  related  to  providing  the Fund with
distribution services in connection with the sale of the Class B shares, such as
compensating  Selling  Brokers for selling these shares.  The combination of the
CDSC and the  distribution  and service  fees makes it possible  for the Fund to
sell  Class B  shares  without  deducting  a  sales  charge  at the  time of the
purchase.

The amount of the CDSC, if any, will vary  depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for purposes of determining the holding period, any payments you make during the
month  will be  aggregated  and  deemed to have been made on the last day of the
month.

 YEAR IN WHICH CLASS B             CONTINGENT DEFERRED SALES
 SHARES REDEEMED                   CHARGE AS A PERCENTAGE OF
 FOLLOWING PURCHASE               DOLLAR AMOUNT SUBJECT TO CDSC
- -------------------               -----------------------------
First                                        5.0%
Second                                       4.0%
Third                                        3.0%
Fourth                                       3.0%
Fifth                                        2.0%
Sixth                                        1.0%
Seventh and thereafter                       None

A commission  equal to 3.75% of the amount  invested and a first year's  service
fee equal to 0.25% of the  amount  invested  are paid to  Selling  Brokers.  The
initial  service  fee is paid in  advance at the time of sale for  personal  and
account  maintenance  services provided to shareholders during the twelve months
following the sale. Thereafter the service fee is paid in arrears.

CONVERSION OF CLASS B SHARES.  Your Class B shares and an appropriate portion of
reinvested  dividends  on those  shares  will be  converted  into Class A shares
automatically  no later than the month  following  eight  years after the shares
were purchased,  resulting in lower annual  distribution  fees. If you exchanged
Class B shares into the Fund from  another John Hancock  fund,  the  calculation
will be based on the time the shares in the original fund were purchased.

WAIVER OF CONTINGENT DEFERRED SALES CHARGE. The CDSC is waived on redemptions of
Class B  shares  (and  Class A shares  subject  to the  CDSC)  in the  following
circumstances:   (1)  redemptions  involving  certain  liquidation,   merger  or
acquisition  transactions  involving  other  investment  companies  or  personal
holding  companies;  (2)  redemptions  due  to  death  or  disability;  and  (3)
redemptions made pursuant to the Reinvestment Privilege, as described below.
  
If you are  entitled  to a waiver of the CDSC,  you must  notify  Fund  Services
either  directly  or  through  your  Selling  Broker  at the time you make  your
redemption.  This  waiver  will  be  granted  subject  to  confirmation  of your
entitlement to the waiver.


HOW TO  REDEEM  SHARES
You may redeem all or a portion of your shares on any business  day. Your shares
will be redeemed at the next NAV  calculated  after your  redemption  request is
received in good order by Fund Services,  less any applicable CDSC. The Fund may
hold payment until  reasonably  satisfied that  investments  which were recently
made by check or  Invest-by-Phone  have been collected  (which may take up to 10
calendar days).

Once your shares are redeemed,  the Fund generally sends you payment on the next
business day. When you redeem your shares,  you will generally realize a gain or
loss  depending  on the  difference  between what you paid for them and what you
receive for them, subject to certain tax rules. Under unusual circumstances, the
Fund may suspend redemptions or postpone payment for up to seven days or longer,
as permitted by Federal securities laws.

TO ASSURE ACCEPTANCE OF YOUR REDEMPTION REQUEST, PLEASE FOLLOW THESE PROCEDURES.

- --------------------------------------------------------------------------------
BY TELEPHONE All  Fund   shareholders  are  automatically   eligible   for   the
             telephone redemptionprivilege.  Call 1-800-225-5291, from 8:00 A.M.
             to 4:00 P.M.(New York time), Monday through Friday,  excluding days
             on which the New York  Stock  Exchange  is  closed.  Fund  Services
             employs  the  following  procedures  to confirm  that  instructions
             received by telephone are genuine.  Your name, the account  number,
             taxpayer  identification number applicable to the account and other
             relevant  information  may be  requested.  In  addition,  telephone
             instructions are recorded.
             You may redeem up to $100,000 by telephone,  but the address on the
             account must not have changed for the last 30 days. A check will be
             mailed to the exact name(s) and address shown on the account.
             If reasonable  procedures,  such as those described  above, are not
             followed,  the Fund may be liable for any loss due to  unauthorized
             or fraudulent telephone  instructions.  In all other cases, neither
             the Fund nor Fund  Services  will be liable for any loss or expense
             for acting upon telephone  instructions made in accordance with the
             telephone transaction procedures mentioned above.
             Telephone  redemption  is not available for shares of the Fund that
             are in certificate form.
             During periods of extreme  economic  conditions or market  changes,
             telephone  requests may be  difficult  to implement  due to a large
             volume of calls.  During  these times you should  consider  placing
             redemption  requests in writing or using EASI-Line.  EASI-Line is a
             telephone number which is listed on account statements.
- --------------------------------------------------------------------------------
BY WIRE     If you  have a  telephone  redemption  form on file  with the  Fund,
             redemption  proceeds  of  $1,000  or more  can be wired on the next
             business day to your designated bank account,  and a fee (currently
             $4.00) will be deducted. You may also use electronic funds transfer
             to  your  assigned   bank  account,   and  the  funds  are  usually
             collectable  after  two  business  days.  Your  bank may or may not
             charge for this  service.  Redemptions  of less than $1,000 will be
             sent by check or electronic funds transfer.
             This  feature  may  be  elected  by   completing   the   "Telephone
             Redemption" section on the Account Privileges  Application attached
             to this Prospectus.
- --------------------------------------------------------------------------------
IN WRITING   Send a stock  power or letter of instruction specifying the name of
             the Fund, the dollar amount or the number of shares to be redeemed,
             your name, class of shares, your account number, and the additional
             requirements listed below that apply to your particular account.
- --------------------------------------------------------------------------------
TYPE OF REGISTRATION                REQUIREMENTS
- --------------------                ------------
Individual, Joint Tenants, Sole       A letter of instruction signed (with
  Proprietorship,   Custodial         titles, where applicable) by all persons
  (Uniform  Gifts  or Transfer to     authorized to sign for the account,
  Minors Act),  General Partners.     exactly as it is registered, with the
                                      signature(s) guaranteed.
Corporation, Association              A letter of instruction and a corporate
                                      resolution, signed by person(s) authorized
                                      to act on the account, with the
                                      signature(s) guaranteed.
Trusts                                A letter of instruction signed by the
                                      Trustee(s), with the signature(s)
                                      guaranteed. (If the Trustee's name is not
                                      registered on your account, also provide a
                                      copy of the trust document, certified
                                      within the last 60 days.)
If  you  do  not fall into any of these  registration  categories,  please  call
1-800-225-5291 for further instructions.
- --------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE

A signature  guarantee  is a widely  accepted way to protect you and the Fund by
verifying  the  signatureon  your  request.  It may not be  provided by a notary
public.  If the net asset  value of the shares  redeemed  is  $100,000  or less,
Broker  Services may guarantee the  signature.  The following  institutions  may
provide you with a signature  guarantee,  provided  that the  institution  meets
credit  standards  established by Fund Services:  (i) a bank;  (ii) a securities
broker or dealer,  including a  government  or  municipal  securities  broker or
dealer, that is a member of a clearing  corporation or meets certain net capital
requirements;   (iii)  a  credit  union  having  authority  to  issue  signature
guarantees;   (iv)  a  savings  and  loan  association,   a  building  and  loan
association, a cooperative bank, a federal savings bank or association; or (v) a
national  securities  exchange,  a registered  securities exchange or a clearing
agency.
- --------------------------------------------------------------------------------
THROUGH YOUR BROKER  Your  broker  may be  able  to  initiate  the   redemption.
                     Contact your broker for instructions.
- --------------------------------------------------------------------------------
If you have  certificates for your shares,  you must submit them with your stock
power or a letter of  instruction.  Unless  you  specify  to the  contrary,  any
outstanding  Class A shares will be redeemed before Class B shares.  You may not
redeem certificated shares by telephone.
- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT REDEMPTIONS

Due to the proportionately  high cost of maintaining smaller accounts,  the Fund
reserves  the right  toredeem at net asset value all shares in an account  which
holds fewer than 50 shares (except accounts under retirement  plans) and to mail
the proceeds to the shareholder,  or the transfer agent may impose an annual fee
of $10.00. No account will be involuntarily  redeemed or additional fee imposed,
if  the  value  of the  account  is in  excess  of the  Fund's  minimum  initial
investment. No CDSC will be imposed on involuntary redemptions of shares.

Shareholders  will be notified  before these  redemptions are to be made or this
fee is  imposed  and will have 30 days to  purchase  additional  shares to bring
their account up to the required  minimum.  Unless the number of shares acquired
by further purchases and dividend  reinvestments,  if any, exceeds the number of
shares  redeemed,  repeated  redemptions  from a small  account  may  eventually
trigger this policy.
- --------------------------------------------------------------------------------
ADDITIONAL SERVICES AND PROGRAMS
EXCHANGE PRIVILEGE

YOU MAY EXCHANGE SHARES OF THE FUND FOR SHARES OF THE SAME CLASS IN ANOTHER JOHN
HANCOCK MUTUAL FUND.

If  your  investment  objective  changes,  or if you  wish  to  achieve  further
diversification, John Hancock offers other funds with a wide range of investment
goals.  Contact your registered  representative  or Selling Broker and request a
prospectus  for the John Hancock funds that  interest  you. Read the  prospectus
carefully before  exchanging your shares.  You can exchange shares of each class
of the Fund only for shares of the same class of another John Hancock Fund.  For
this  purpose,  John Hancock funds with only one class of shares will be treated
as Class A whether or not they have been so designated.

Exchanges  between  funds  which  are not  subject  to a CDSC are based on their
respective net asset values.  No sales charge or transaction  charge is imposed.
Class B shares of the Fund  which are  subject  to a CDSC may be  exchanged  for
Class B shares of another John Hancock fund without incurring the CDSC;  however
these shares will be subject to the CDSC schedule of the shares acquired (except
that  exchanges  into John  Hancock  Short-Term  Strategic  Income Fund and John
Hancock  Limited  Term  Government  Fund will be subject to the  initial  Fund's
CDSC).  For purposes of computing  the CDSC  payable upon  redemption  of shares
acquired in an exchange,  the holding period of the original  shares is added to
the holding period of the shares acquired in an exchange.

You may  exchange  Class B shares of any John  Hancock  Fund into shares of John
Hancock  Cash  Management  Fund at net  asset  value.  Shares so  acquired  will
continue to be subject to a CDSC upon  redemption.  The rate of the CDSC will be
the rate in effect on the original fund at the time of the exchange.

If you exchange Class B shares  purchased  prior to January 1, 1994 (except John
Hancock  Short-Term  Strategic Income Fund) for Class B shares of any other John
Hancock  fund,  you will continue to be subject to the CDSC schedule that was in
effect  when  they  were  purchased.   See  "Contingent  Deferred  Sales  Charge
Alternative -- Class B shares."

The Fund reserves the right to require you to keep previously  exchanged  shares
(and  reinvested  dividends)  in the Fund for 90 days before you are permitted a
new exchange.

Under exchange  agreements with Broker Services,  certain  dealers,  brokers and
investment  advisers may exchange  their  clients'  Fund shares,  subject to the
terms of those  agreements and Broker Services' right to reject or suspend those
exchanges at any time.  Because of the  restrictions  and procedures under those
agreements,  the  exchanges  may be  subject  to  timing  limitations  and other
restrictions that do not apply to exchanges requested by shareholders  directly,
as described above.


Because Fund performance and shareholders can be hurt by excessive trading,  the
Fund  reserves the right to terminate  the exchange  privilege for any person or
group that, in Broker Services' judgment,  is involved in a pattern of exchanges
that  coincide  with a "market  timing"  strategy  that may  disrupt  the Fund's
ability  to  invest  effectively  according  to  its  investment  objective  and
policies, or might otherwise affect the Fund and its shareholders adversely. The
Fund may also  temporarily or permanently  terminate the exchange  privilege for
any person who makes seven or more  exchanges out of the Fund per calendar year.
Accounts  under common control or ownership will be aggregated for this purpose.
Although  the  Fund  will  attempt  to give  you  prior  notice  whenever  it is
reasonably able to do so, it may impose these restrictions at any time.

The Fund may also terminate or alter the terms of the exchange  privilege,  upon
60 days notice to shareholders.

An exchange of shares is treated as a  redemption  of shares of one fund and the
purchase of shares in another for Federal  income tax purposes.  An exchange may
result in a gain or loss.

When you make an exchange,  your account  registration must be identical in both
the existing and new account. The exchange privilege is available only in states
where the exchange can be made legally.

BY TELEPHONE
1. When you fill out the  application  for your  purchase  of Fund  shares,  you
   automatically  authorize  exchanges  by  telephone  unless  you check the box
   indicating that you do not wish to have the telephone exchange privilege.

2. Call  1-800-225-5291.  Have the account  number of your  current fund and the
   exact  name in  which it is  registered  available  to give to the  telephone
   representative.

IN WRITING
1. In a letter, request an exchange and list the following:

   -- the name and class of the fund whose shares you currently own

   -- your account number

   -- the name(s) in which the account is registered

   -- the name of the fund in which you wish your exchange to be invested

   -- the number of shares, all shares or the dollar amount you wish to exchange

Sign your request exactly as the account is registered.

2. Mail the request and  information  to:
   John Hancock Fund Services,  Inc.
   P.O. Box 9116
   Boston, Massachusetts 02205-9116

IF YOU REDEEM  SHARES OF THE FUND,  YOU MAY BE ABLE TO REINVEST  THE PROCEEDS IN
THIS FUND OR ANOTHER  JOHN  HANCOCK  FUND  WITHOUT  PAYING AN  ADDITIONAL  SALES
CHARGE.

REINVESTMENT PRIVILEGE
1. No sales charge will apply to shares that are  reinvested in any of the other
   John Hancock funds which are  otherwise  subject to a sales charge as long as
   you reinvest within 120 days of the redemption  date. If you paid a CDSC upon
   a redemption, you may reinvest at net asset value in the same class of shares
   from which you redeemed  within 120 days.  Your account will be credited with
   the amount of the CDSC  previously  charged,  and the reinvested  shares will
   continue to be subject to a CDSC.  For purposes of computing the CDSC payable
   upon a  subsequent  redemption,  the  holding  period of the shares  acquired
   through reinvestment will include the holding period of the redeemed shares.

2. Any portion of your  redemption  may be  reinvested  in the Fund shares or in
   shares  of any of the  other  John  Hancock  funds,  subject  to the  minimum
   investment limit of that fund.

3. To reinvest in shares of the Fund,  you must notify Fund Services in writing.
   Include the account  number and class from which your shares were  originally
   redeemed.

YOU CAN PAY ROUTINE BILLS OR MAKE PERIODIC DISBURSEMENTS FROM YOUR ACCOUNT.

SYSTEMATIC WITHDRAWAL PLAN
1. You may elect the  Systematic  Withdrawal  Plan at any time by completing the
   Account Privileges application which is attached to this Prospectus.  You can
   also  obtain  this  application  from your  registered  representative  or by
   calling 1-800-225-5291.

2. To be eligible, you must have at least $5,000 in your account.

3. Payments from your account can be made monthly,  quarterly,  semi-annually or
   annually or on a selected  monthly basis to yourself or any other  designated
   payee.

4. There is no limit on the number of payees you may authorize, but all payments
   must be made at the same time or intervals.

5. It is not advantageous to maintain a systematic  withdrawal plan concurrently
   with  purchases of  additional  Class A or Class B shares  because you may be
   subject to an initial sales charge on your  purchases of Class A shares or to
   a CDSC on your redemptions of Class B shares.  In addition,  your redemptions
   are taxable events.

6. If the U.S.  Postal Service  cannot deliver your checks,  or if deposits to a
   bank  account  are  returned  for  any  reason,   your  redemptions  will  be
   discontinued.

YOU CAN MAKE AUTOMATIC INVESTMENTS AND SIMPLIFY YOUR INVESTING.

MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)
1. You may  authorize an investment  to be drawn  automatically  each month from
   your bank for investment in Fund shares, under the "Automatic  Investing" and
   "Bank Information" sections of the Account Privileges Application.

2. You may also  authorize  automatic  investing  through  payroll  deduction by
   completing the "Direct Deposit  Investing"  section of the Account Privileges
   Application.

3. You may terminate your Monthly Automatic Accumulation Program at any time.

4. There is no charge to you for this program, and there is no cost to the Fund.

5. If you have payments being  withdrawn from a bank account and we are notified
   that the account has been closed, your withdrawals will be discontinued.

ORGANIZED GROUPS OF AT LEAST FOUR PERSONS MAY ESTABLISH ACCOUNTS.

GROUP INVESTMENT PROGRAM
1. An  individual  account will be  established  for each  participant,  but the
   initial sales charge for Class A shares will be based on the aggregate dollar
   amount of all participants' investments. To determine how to qualify for this
   program, contact your registered representative or call 1-800-225-5291.

2. The initial aggregate  investment of all participants in the group must be at
   least $250.

3. No  additional  charge is made in connection  with this program.  There is no
   obligation to make investments beyond the minimum,  and you may terminate the
   program at any time.


<PAGE>
 APPENDIX
QUALITY DISTRIBUTION
The average weighted quality distribution of the securities in the portfolio for
the year ended December 31, 1993:
<TABLE>
<CAPTION> 
                                                  RATING                  RATING
                      AVERAGE         % OF       ASSIGNED      % OF      ASSIGNED       % OF
SECURITY RATINGS       VALUE        PORTFOLIO   BY ADVISER   PORTFOLIO   BY SERVICE   PORTFOLIO
- ----------------      -------       ---------   ----------   ---------   ----------   ---------
<S>                   <C>             <C>       <C>            <C>      <C>             <C>  
AAA                   $136,561,416    26.4%       91,783       0.0%     $136,469,633    26.4%
AA                     137,642,490    26.7%            0       0.0%      137,642,490    26.7%
A                      160,977,351    31.2%            0       0.0%      160,977,351    31.2%
BAA                     70,896,442    13.7%    1,097,511       0.2%       69,798,931    13.5%
BA                               0     0.0%            0       0.0%                0     0.0%
B                                0     0.0%            0       0.0%                0     0.0%
CAA and below                    0     0.0%            0       0.0%                0     0.0%
                      ------------   ------    ---------       ----     ------------    -----
Debt Securities        506,077,699    98.0%    1,189,294       0.2%     $504,888,405    97.8%
Equity Securities                0     0.0%
Short-Term Securities   10,267,539     2.0%
                      ------------   ------
Total Portfolio       $516,345,238   100.0%
                      ------------   ------
Other Assets -- Net   $  3,451,959
                      ------------
Net Assets            $519,797,197
                      ============

The ratings are described in the Statement of Additional Information.
<PAGE>



JOHN HANCOCK TAX-EXEMPT
INCOME FUND

INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

PRINCIPAL DISTRIBUTOR
John Hancock Broker Distribution Services, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, Massachusetts 02110

TRANSFER AGENT
John Hancock Fund Services, Inc.
P.O. Box 9116
Boston, Massachusetts 02205-9116

INDEPENDENT AUDITORS
Ernst & Young
200 Clarendon Street
Boston, Massachusetts 02116


HOW TO OBTAIN INFORMATION
ABOUT THE FUND

For: Service Information/Telephone Exchange   call 1-800-225-5291
     Investment-by-Phone
     Telephone Redemption
For: TDD                                      call 1-800-554-6713

JHD-2300P 5-94


JOHN HANCOCK
TAX-EXEMPT
INCOME FUND

CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 1, 1994

A MUTUAL FUND  SEEKING AS HIGH A LEVEL OF DIVIDEND  INCOME  EXEMPT FROM  FEDERAL
INCOME TAX AS IS CONSISTENT WITH PRESERVATION OF CAPITAL.





101 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02199-7603
TELEPHONE 1-800-225-5291

 Printed on Recycled Paper



</TABLE>


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