HANCOCK JOHN INVESTMENT TRUST /MA/
485APOS, 1997-02-27
Previous: HANCOCK JOHN INVESTMENT TRUST /MA/, NSAR-B, 1997-02-27
Next: TEXAS NEW MEXICO POWER CO, U-3A-2, 1997-02-27




                                                              FILE NO.   2-10156
                                                              FILE NO.  811-0560
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A
                                   ---------
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933            (X)
                          Pre-Effective Amendment No.            ( )
                        Post-Effective Amendment No. 78          (X)
                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940        (X)
                                Amendment No. 30                 (X)
                                   ---------
                          JOHN HANCOCK INVESTMENT TRUST
               (Exact Name of Registrant as Specified in Charter)
                             101 Huntington Avenue
                        Boston, Massachusetts 02199-7603
              (Address of Principal Executive Offices) (Zip Code)
                 Registrant's Telephone Number, (617) 375-1700
                                   ---------
                                 SUSAN S. NEWTON
                          Vice President and Secretary
                          John Hancock Advisers, Inc.
                             101 Huntington Avenue
                          Boston, Massachusetts 02199
                    (Name and Address of Agent for Service)
                                   ---------

It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b) of Rule 485
( ) on (date) pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a) of Rule 485
(X) on May 1, 1997 pursuant to paragraph (a) of Rule 485

Pursuant to Rule 24f-2 under the Investment Company Act of 1940,  Registrant has
registered an indefinite  number of shares under the Securities Act of 1933. The
Registrant  filed the notice  required by Rule 24f-2 for its most recent  fiscal
year on or about February 26, 1997.

<PAGE>
<TABLE>
<CAPTION>

                            CONSOLIDATED PROSPECTUS


Item Number Form N-1A,                                                          Statement of Additional
      Part A                          Prospectus Caption                          Information Caption
      ------                          ------------------                          -------------------
       <S>                                   <C>                                          <C>
        1                     Front Cover Page                                             *
        2                     Overview; Investor Expenses;                                 *

        3                     Financial Highlights                                         *

        4                     Overview; Goal and Strategy; Portfolio                       *
                              Securities; Risk Factors; Business
                              Structure; More About Risk

        5                     Overview; Business Structure;                                *
                              Manager/Subadviser; Investor Expenses

        6                     Choosing a Share Class; Buying Shares;                       *
                              Selling Shares; Transaction Policies;
                              Dividends and Account Policies;
                              Additional Investor Services

        7                     Choosing a Share Class; How Sales Charges                    *
                              are Calculated; Sales Charge Deductions
                              and Waivers; Opening an Account; Buying
                              Shares; Transaction Policies; Additional
                              Investor Services

        8                     Selling Shares; Transaction Policies;                        *
                              Dividends and Account Policies

        9                     Not Applicable                                               *

       10                                        *                         Front Cover Page

       11                                        *                         Table of Contents

       12                                        *                         Organization of the Fund

       13                                        *                         Investment Objectives and Policies;
                                                                           Certain Investment Practices;
                                                                           Investment Restrictions

       14                                        *                         Those Responsible for Management

       15                                        *                         Those Responsible for Management

       16                                        *                         Investment Advisory; Subadvisory
                                                                           and Other Services; Distribution
                                                                           Contract; Transfer Agent Services;
                                                                           Custody of Portfolio; Independent
                                                                           Auditors

       17                                        *                         Brokerage Allocation

       18                                        *                         Description of Fund's Shares

       19                                        *                         Net Asset Value; Additional
                                                                           Services and Programs

       20                                        *                         Tax Status

       21                                        *                         Distribution Contract

       22                                        *                         Calculation of Performance

       23                                        *                         Financial Statements

</TABLE>
<PAGE>

                                        JOHN HANCOCK

                                        Growth and 
                                        Income Funds

================================================================================


- --------------------------------------------------------------------------------

  Prospectus                                 Growth and Income Fund   
   
  May 1, 1997                                Independence Equity Fund 
             
  This prospectus gives vital                Sovereign Balanced Fund   
  information about these                                              
  funds. For your own benefit                Sovereign Investors Fund  
  and protection, please read                                          
  it before you invest, and                  Special Value Fund        
  keep it on hand for future                                           
  reference.                                 Utilities Fund            
                                             
  Please note that these funds:              
  o are not bank deposits
  o are not federally insured
  o are not endorsed by any bank
    or government agency
  o are not guaranteed to achieve
    their goal(s)

  Like all mutual fund shares,
  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.

                         [Logo] JOHN HANCOCK FUNDS
                         A Global Investment Management Firm
                         101 Huntington Avenue, Boston, Massachusetts 02199-7603

================================================================================

<PAGE>

Contents
- --------------------------------------------------------------------------------

A fund-by-fund look at        Growth and Income Fund                        4 
goals, strategies, risks,     Independence Equity Fund                      6 
expenses and financial        Sovereign Balanced Fund                       8 
history.                      Sovereign Investors Fund                     10 
                              Special Value Fund                           12 
                              Utilities Fund                               14 


Policies and instructions     Your account                                    
for opening, maintaining      Choosing a share class                       16 
and closing an account in     How sales charges are calculated             16 
any growth and income         Sales charge reductions and waivers          17 
fund.                         Opening an account                           17 
                              Buying shares                                18 
                              Selling shares                               19 
                              Transaction policies                         21 
                              Dividends and account policies               21 
                              Additional investor services                 22 


Details that apply to the     Fund details                                    
growth and income funds       Business structure                           23 
as a group.                   Sales compensation                           24 
                              More about risk                              26 
                                                                              
                                                                              
                              For more information                 back cover 
<PAGE>

Overview
- --------------------------------------------------------------------------------

GOAL OF THE GROWTH AND INCOME FUNDS

John Hancock growth and income funds invest for varying combinations of income
and capital appreciation. Each fund has its own emphasis with regard to income,
growth and total return, and has its own strategy and risk/reward profile.
Because you could lose money by investing in these funds, be sure to read all
risk disclosure carefully before investing.

WHO MAY WANT TO INVEST

These funds may be appropriate for investors who:
o  are looking for a more conservative alternative to exclusively
   growth-oriented funds
o  need an investment to form the core of a portfolio
o  seek above-average total return over the long term
o  are retired or nearing retirement

Growth and income funds may NOT be appropriate if you:
o  are investing for maximum return over a long time horizon
o  require a high degree of stability of your principal

THE MANAGEMENT FIRM
All John Hancock growth and income funds are managed by John Hancock Advisers,
Inc. Founded in 1968, John Hancock Advisers is a wholly owned subsidiary of John
Hancock Mutual Life Insurance Company and manages more than $19 billion in
assets.



FUND INFORMATION KEY
Concise fund-by-fund descriptions begin on the next page. Each description
provides the following information:

[Clipart] Goal and strategy The fund's particular investment goals and the
strategies it intends to use in pursuing those goals.

[Clipart] Portfolio securities The primary types of securities in which the fund
invests. Secondary investments are described in "More about risk" at the end of
the prospectus.

[Clipart] Risk factors The major risk factors associated with the fund.

[Clipart] Portfolio management The individual or group (including subadvisers,
if any) designated by the investment adviser to handle the fund's day-to-day
management.

[Clipart] Expenses The overall costs borne by an investor in the fund, including
sales charges and annual expenses.

[Clipart] Financial highlights A table showing the fund's financial performance
for up to ten years, by share class. A bar chart showing total return allows you
to compare the fund's historical risk level to those of other funds.
<PAGE>

Growth and Income Fund

REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST  
                                   TICKER SYMBOL  CLASS A: TAGRX  CLASS B: TSGWX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clipart] The fund seeks the highest total return (capital appreciation plus
current income) that is consistent with reasonable safety of capital. To pursue
this goal, the fund invests in a diversified portfolio of stocks, bonds and
money market instruments. Although the fund may concentrate in any of these
securities, under normal circumstances it invests primarily in stocks. The fund
may not invest more than 25% of assets in any one industry.

PORTFOLIO SECURITIES

[Clipart]  The fund may invest in most types of securities, including:
o common and preferred stocks,
  warrants and convertible securities
o U.S. Government and agency debt securities, including
  mortgage-backed securities
o corporate bonds, notes and other debt securities of any maturity

   
The fund may invest up to 15% of net assets in debt securities, including
convertible securities that may be rated as low as CC/Ca and their unrated
equivalents (junk bonds).
    

The fund may invest up to 25% of assets in foreign securities (35% during
adverse U.S. market conditions); however, foreign securities typically have not
exceeded 5% of assets. To a limited extent the fund also may invest in certain
higher-risk securities, and may engage in other investment practices.

For temporary defensive purposes, the fund may invest some or all of its assets
in investment-grade short-term securities.

RISK FACTORS

[Clipart] As with any growth and income fund, the value of your investment will
fluctuate in response to stock and bond market movements.

To the extent that it invests in certain securities, the fund may be affected by
additional risks:

o foreign securities: currency,
  information, natural event and political risks
o mortgage-backed securities: extension and prepayment risks

These risks are defined in "More about risk" starting on page 26. This section
also details other higher-risk securities and practices that the fund may
utilize. Before you invest, please read "More about risk" carefully.

PORTFOLIO MANAGEMENT

[Clipart] Timothy E. Keefe, CFA, has been the leader of the fund's portfolio
management team since joining John Hancock Funds in July 1996. He is a senior
vice president of the adviser and has been in the investment business since
1987.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

[Clipart] Fund investors pay various expenses, either directly or indirectly.
The figures below show the expenses for the past year, adjusted to reflect any
changes. Future expenses may be greater or less.

- --------------------------------------------------------------------------------
 Shareholder transaction expenses                 Class A   Class B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)              5.00%     none
 Maximum sales charge imposed on
 reinvested dividends                             none      none
 Maximum deferred sales charge                    none(1)   5.00%
 Redemption fee(2)                                none      none
 Exchange fee                                     none      none

- --------------------------------------------------------------------------------
 Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
 Management fee                                   0.625%    0.625%
 12b-1 fee(3)                                     0.250%    1.00%
 Other expenses                                   0.315%    0.315%
 Total fund operating expenses                    1.190%    1.940%

Example The table below shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- --------------------------------------------------------------------------------
 Share class                            Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
 Class A shares                         $62     $86      $112     $187
 Class B shares
   Assuming redemption
   at end of period                     $70     $91      $125     $207
   Assuming no redemption               $20     $61      $105     $207

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1)  Except for investments of $1 million or more; see "How sales charges are
     calculated."

(2)  Does not include wire redemption fee (currently $4.00).

(3)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.

4 GROWTH AND INCOME FUND
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
   
[Clipart] The figures below have been audited by the fund's independent
auditors, _________________.
    
Volatility, as indicated by Class A year-by-year total investment return (%)
(scale varies from fund to fund)

   [The table below was represented as a bar graph in the printed material.]

   
 8/87   8/88    8/89   8/90   8/91   8/92   8/93   8/94    8/95   8/96   12/96
22.58  (9.86)  23.47   0.18  23.80  10.47  13.64  (2.39)  19.22  15.33

- --------------------------------------------------------------------------------
Class A - period ended:                        8/87     8/88     8/89     8/90  
- --------------------------------------------------------------------------------
    
Per share operating performance
Net asset value, beginning of period         $11.11   $12.04   $ 8.83   $10.19  
Net investment income (loss)                   0.42     0.50     0.55     0.20  
Net realized and unrealized gain (loss)
on investments                                 1.77    (1.73)    1.42    (0.18) 
Total from investment operations               2.19    (1.23)    1.97     0.02  
Less distributions
  Dividends from net investment income        (0.38)   (0.49)   (0.61)   (0.27) 
  Distributions from net realized gain on
  investments sold                            (0.88)   (1.49)    --      (0.07) 
  Total distributions                         (1.26)   (1.98)   (0.61)   (0.34) 
Net asset value, end of period               $12.04   $ 8.83   $10.19   $ 9.87  
Total investment return at
net asset value(2)(%)                         22.58    (9.86)   23.47     0.18  
Ratios and supplemental data
Net assets, end of period (000s omitted)($)  90,974   69,555   70,513   63,150  
Ratio of expenses to average net assets (%)    1.21     1.29     1.12     1.29  
Ratio of net investment income (loss)
to average net assets (%)                      3.86     5.45     6.07     1.96  
Portfolio turnover rate (%)                     138      120      214       69  
Average brokerage commission rate(3) ($)        N/A      N/A      N/A      N/A  

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                         8/91     8/92        8/93        8/94        8/95        8/96       12/96
- --------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>      <C>         <C>         <C>         <C>         <C>   
Per share operating performance
Net asset value, beginning of period          $ 9.87   $11.77      $12.43      $12.08      $11.42      $13.38
Net investment income (loss)                    0.20     0.32(1)     0.40(1)     0.32(1)     0.21(1)     0.19(1)
Net realized and unrealized gain (loss)
on investments                                  2.07     0.89        1.12       (0.61)       1.95        1.84
Total from investment operations                2.27     1.21        1.52       (0.29)       2.16        2.03
Less distributions
  Dividends from net investment income         (0.19)   (0.25)      (0.42)      (0.37)      (0.20)      (0.19)
  Distributions from net realized gain on
  investments sold                             (0.18)   (0.30)      (1.45)       --          --         (0.15)
  Total distributions                          (0.37)   (0.55)      (1.87)      (0.37)      (0.20)      (0.34)
Net asset value, end of period                $11.77   $12.43      $12.08      $11.42      $13.38      $15.07
Total investment return at
net asset value(2)(%)                          23.80    10.47       13.64       (2.39)      19.22       15.33
Ratios and supplemental data
Net assets, end of period (000s omitted)($)   77,461   89,682     115,780     121,160     130,183     139,548
Ratio of expenses to average net assets (%)     1.38     1.34        1.29        1.31        1.30        1.17
Ratio of net investment income (loss)
to average net assets (%)                       1.90     2.75        3.43        2.82        1.82        1.28
Portfolio turnover rate (%)                       70      119         107         195          99          74
Average brokerage commission rate(3) ($)         N/A      N/A         N/A         N/A         N/A      0.0665
</TABLE>

<TABLE>
<CAPTION>
   
- -------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                         8/91(4)   8/92       8/93        8/94        8/95        8/96       12/96
- -------------------------------------------------------------------------------------------------------------------------
    
<S>                                           <C>       <C>        <C>         <C>         <C>         <C>   
Per share operating performance
Net asset value, beginning of period          $11.52    $11.77     $12.44      $12.10      $11.44      $13.41
Net investment income (loss)                    --        0.23(1)    0.30(1)     0.24(1)     0.13(1)     0.08(1)
Net realized and unrealized gain (loss)      
on investments                                  0.25      0.89       1.12       (0.61)       1.96        1.85
Total from investment operations                0.25      1.12       1.42       (0.37)       2.09        1.93
Less distributions:                          
  Dividends from net investment income          --       (0.15)     (0.31)      (0.29)      (0.12)      (0.09)
  Distributions from net realized gain on    
  investments sold                              --       (0.30)     (1.45)       --          --         (0.15)
  Total distributions                           --       (0.45)     (1.76)      (0.29)      (0.12)      (0.24)
Net asset value, end of period                $11.77    $12.44     $12.10      $11.44      $13.41      $15.10
Total investment return at                   
net asset value(2)(%)                           2.17(5)   9.67      12.64       (3.11)      18.41       14.49
Ratios and supplemental data                 
Net assets, end of period (000s omitted)($)    7,690    29,826     65,010      114,025     114,723     125,781
Ratio of expenses to average net assets (%)     2.19(6)   2.07       2.19        2.06        2.03        1.90
Ratio of net investment income (loss)        
to average net assets (%)                       1.46(6)   2.02       2.53        2.07        1.09        0.55
Portfolio turnover rate (%)                       70       119        107         195          99          74
Average brokerage commission rate(3) ($)         N/A       N/A        N/A         N/A         N/A      0.0665
</TABLE>

(1) Based on the average of the shares outstanding at the end of each month.
(2) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(3) Per portfolio share traded. Required for fiscal years that began
    September 1, 1995 or later.
(4) Class B shares commenced operations on August 22, 1991.
(5) Not annualized.
(6) Annualized.


                                                        GROWTH AND INCOME FUND 5
<PAGE>

Independence Equity Fund

REGISTRANT NAME: JOHN HANCOCK CAPITAL SERIES                              
                                 TICKER SYMBOL   CLASS A: JHDCX   CLASS B: JHIDX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clipart] The fund seeks above-average total return (capital appreciation plus
current income). To pursue this goal, the fund invests primarily in a
diversified stock portfolio whose risk profile is similar to that of the S&P 500
index. The fund does not invest exclusively in S&P 500 stocks.

In choosing stocks, the fund uses a proprietary computer model (NIXDEX) to
identify stocks that appear to be undervalued. The fund favors those undervalued
stocks that are selected by its model and that are believed to have improving
fundamentals. The fund may not invest more than 25% of assets in any one
industry.

PORTFOLIO SECURITIES

[Clipart] Under normal circumstances, the fund invests at least 65% of assets in
common stocks. It may also invest in warrants, preferred stocks and
investment-grade convertible debt securities.

The fund may invest in foreign securities in the form of American Depository
Receipts (ADRs) and U.S. dollar-denominated securities of foreign issuers traded
on U.S. exchanges. To a limited extent the fund also may invest in certain
higher-risk securities, and may engage in other investment practices.

For temporary defensive purposes, the fund may invest some or all of its assets
in investment-grade short-term securities.

RISK FACTORS

[Clipart] As with any growth and income fund, the value of your investment will
fluctuate in response to stock and bond market movements. Because the fund
follows an index-tracking strategy, it is likely to remain fully invested even
if the fund's managers anticipate a market downturn.

To the extent that it invests in foreign securities, the fund may be affected by
additional risks, such as information, natural event and political risks. These
risks are defined in "More about risk" starting on page 26. This section also
details other higher-risk securities and practices that the fund may utilize.
Please read "More about risk" carefully before you invest.

MANAGEMENT/SUBADVISER

[Clipart] The fund's investment decisions are made by a portfolio management
team, and no individual is primarily responsible for making them. Team members
are employees of Independence Investment Associates, Inc., the fund's subadviser
and a subsidiary of John Hancock Mutual Life Insurance Company.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

[Clipart] Fund investors pay various expenses, either directly or indirectly.
The figures below show the expenses for the past year, adjusted to reflect any
changes. Future expenses may be greater or less.

- --------------------------------------------------------------------------------
 Shareholder transaction expenses                      Class A   Class B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)                   5.00%     none
 Maximum sales charge imposed on
 reinvested dividends                                  none      none
 Maximum deferred sales charge                         none(1)   5.00%
 Redemption fee(2)                                     none      none
 Exchange fee                                          none      none

- --------------------------------------------------------------------------------
 Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
 Management fee (after expense limitation)(3)          0.00%     0.00%
 12b-1 fee(4)                                          0.30%     1.00%
 Other expenses                                        1.00%     1.00%
 Total fund operating expenses (after limitation)(3)   1.30%     2.00%

Example The table below shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- --------------------------------------------------------------------------------
 Share class                       Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
 Class A shares                    $63     $89      $118     $199
 Class B shares
   Assuming redemption
   at end of period                $70     $93      $128     $215
   Assuming no redemption          $20     $63      $108     $215

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1)  Except for investments of $1 million or more; see "How sales charges are
     calculated."
(2)  Does not include wire redemption fee (currently $4.00).
   
(3)  Reflects the adviser's agreement to limit expenses. Without this
     limitation, management fee would be 0.75% for each class and total fund
     operating expenses would be 2.05% for Class A and 2.75% for Class B.
     Management fee includes a subadviser fee equal to 55% of the management
     fee. The adviser may terminate this limitation in the future.
    
(4)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.


6 INDEPENDENCE EQUITY FUND
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 

[Clipart] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

Volatility, as indicated by Class A year-by-year total investment return (%)
(scale varies from fund to fund)

   [The table below was represented as a bar graph in the printed material.]
   
 5/92(1)     5/93     5/94        5/95        5/96      12/96
10.95(4)    13.58     6.60       16.98       29.12 

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                            5/92(1)     5/93     5/94        5/95        5/96      12/96
- ------------------------------------------------------------------------------------------------------------------------------------
    
<S>                                                              <C>         <C>      <C>         <C>         <C>   
Per share operating performance
Net asset value, beginning of period                             $10.00      $10.98   $12.16      $12.68      $14.41
Net investment income (loss)                                       0.15        0.22     0.28(2)     0.32(2)     0.20(2)
Net realized and unrealized gain (loss) on investments             0.94        1.25     0.52        1.77        3.88
Total from investment operations                                   1.09        1.47     0.80        2.09        4.08
Less distributions:
  Dividends from net investment income                            (0.11)      (0.23)   (0.23)      (0.28)      (0.22)
  Distributions from net realized gain on investments sold         --         (0.06)   (0.05)      (0.08)      (0.29)
  Total distributions                                             (0.11)      (0.29)   (0.28)      (0.36)      (0.51)
Net asset value, end of period                                   $10.98      $12.16   $12.68      $14.41      $17.98
Total investment return at net asset value(3) (%)                 10.95(4)    13.58     6.60       16.98       29.12
Total adjusted investment return at net asset value(3,5) (%)       9.23(4)    11.40     6.15       16.94       28.47
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      2,622      12,488   66,612      101,418     14,878
Ratio of expenses to average net assets (%)                        1.66(6)     0.76     0.70        0.70        0.94
Ratio of adjusted expenses to average net assets(7) (%)            3.38(6)     2.94     1.15        0.74        1.59
Ratio of net investment income (loss) to average net assets (%)    1.77(6)     2.36     2.20        2.43
                                                                                                                1.55
Ratio of adjusted net investment income (loss) to average
net assets(7) (%)                                                  0.05(6)     0.18     1.75        2.39        0.90
Portfolio turnover rate (%)                                          53          53       43          71         157
Fee reduction per share ($)                                        0.15        0.20     0.06(2)    0.005(2)     0.08(2)
Average brokerage commission rate(8) ($)                            N/A         N/A      N/A         N/A         N/A
</TABLE>

<TABLE>
<CAPTION>
   
- ------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                                                                         5/96(1)   12/96
- ------------------------------------------------------------------------------------------------------------------------------------
    
<S>                                                                                                           <C>   
Per share operating performance
Net asset value, beginning of period                                                                          $15.25
Net investment income (loss)                                                                                    0.09(2)
Net realized and unrealized gain (loss) on investments                                                          2.71
Total from investment operations                                                                                2.80
Less distributions:
  Dividends from net investment income                                                                         (0.09)
Net asset value, end of period                                                                                $17.96
Total investment return at net asset value(3) (%)                                                              18.46(4)
Total adjusted investment return at net asset value(3,5) (%)                                                   17.59(4)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                                                  15,125
Ratio of expenses to average net assets (%)                                                                     2.00(6)
Ratio of adjusted expenses to average net assets(7) (%)                                                         3.21(6)
Ratio of net investment income (loss) to average net assets (%)                                                 0.78(6) 
Ratio of adjusted net investment income (loss) to average
net assets(7) (%)                                                                                              (0.43)(6)
Portfolio turnover rate (%)                                                                                      157
Fee reduction per share ($)                                                                                     0.13(2)
Average brokerage commission rate(8) ($)                                                                         N/A
</TABLE>

(1)  Class A and Class B shares commenced operations on June 10, 1991 and
     September 7, 1995, respectively.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Not annualized.
(5)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.
(6)  Annualized.
(7)  Unreimbursed, without fee reduction.
(8)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

                                                      INDEPENDENCE EQUITY FUND 7

<PAGE>

Sovereign Balanced Fund

REGISTRANT NAME:  JOHN HANCOCK INVESTMENT TRUST
                                 TICKER SYMBOL   CLASS A: SVBAX   CLASS B: SVBBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clipart] The fund seeks current income, long-term growth of capital and income,
and preservation of capital. To pursue these goals, the fund allocates its
assets among a diversified mix of debt and equity securities. While the relative
weightings of debt and equity securities will shift over time, at least 25% of
assets will be invested in senior debt securities. The fund may not invest more
than 25% of assets in any one industry.

PORTFOLIO SECURITIES

[Clipart] The fund may invest in any type or class of security, including (but
not limited to) stocks, warrants, U.S. Government and agency securities,
corporate debt securities, investment-grade short-term securities, foreign
currencies and options and futures contracts.

The fund's stock investments are exclusively in companies that have increased
their dividend payout in each of the last ten years. Up to 25% of the fund's
bond investments may be rated from BB/Ba to C (junk bonds).

The fund may invest up to 35% of assets in foreign securities; however, these
typically have not exceeded 5% of assets. To a limited extent the fund also may
invest in certain higher-risk securities, and may engage in other investment
practices.

For temporary defensive purposes, the fund may invest some or all of its assets
in investment-grade short-term securities.

RISK FACTORS

[Clipart] As with any growth and income fund, the value of your investment will
fluctuate in response to stock and bond market movements. To the extent that it
invests in certain securities, the fund may be affected by additional risks:

o junk bonds: above-average credit, market and other risks
o foreign securities: currency,
  information, natural event and political risks
o mortgage-backed securities: extension and prepayment risks

These risks are listed and defined in "More about risk" starting on page 26.
This section also details other higher-risk securities and practices that the
fund may utilize. Please read "More about risk" carefully before you invest.

MANAGEMENT/SUBADVISER

[Clipart] John F. Snyder III and Barry H. Evans, CFA, lead the fund's portfolio
management team. Mr. Snyder, an investment manager since 1971, is an executive
vice president of Sovereign Asset Management Corporation, the fund's subadviser
and a subsidiary of John Hancock Funds. Mr. Evans, a senior vice president of
the adviser, has been in the investment business since joining John Hancock
Funds in 1986.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

[Clipart] Fund investors pay various expenses, either directly or indirectly.
The figures below show the expenses for the past year, adjusted to reflect any
changes. Future expenses may be greater or less.

- --------------------------------------------------------------------------------
 Shareholder transaction expenses                 Class A   Class B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)              5.00%     none
 Maximum sales charge imposed on
 reinvested dividends                             none      none
 Maximum deferred sales charge                    none(1)   5.00%
 Redemption fee(2)                                none      none
 Exchange fee                                     none      none

- --------------------------------------------------------------------------------
 Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
 Management fee(3)                                0.60%     0.60%
 12b-1 fee(4)                                     0.30%     1.00%
 Other expenses                                   0.39%     0.39%
 Total fund operating expenses                    1.29%     1.99%

Example The table below shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- --------------------------------------------------------------------------------
 Share class                            Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
 Class A shares                         $62     $89      $117     $198
 Class B shares
   Assuming redemption
   at end of period                     $70     $92      $127     $214
   Assuming no redemption               $20     $62      $107     $214

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1)  Except for investments of $1 million or more; see "How sales charges are
     calculated."
(2)  Does not include wire redemption fee (currently $4.00).
(3)  Management fee includes a subadviser fee equal to 40% of the stock portion
     of the management fee.
(4)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.

8 SOVEREIGN BALANCED FUND

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

[Clipart] The figures below have been audited by the fund's independent
auditors, Ernst & Young LLP.

Volatility, as indicated by Class A year-by-year total investment return (%)
(scale varies from fund to fund)

   [The table below was represented as a bar graph in the printed material.]

   
12/92(1)    12/93    12/94    12/95       12/96
 2.37(5)    11.38   (3.51)   24.23

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                           12/92(1)    12/93    12/94    12/95       12/96
- --------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>      <C>      <C>   
Per share operating performance
Net asset value, beginning of period                             $10.00      $10.19   $10.74   $ 9.84
Net investment income (loss)                                       0.04        0.46     0.50     0.44(2)
Net realized and unrealized gain (loss) on investments             0.20        0.68    (0.88)    1.91
Total from investment operations                                   0.24        1.14    (0.38)    2.35
Less distributions:
  Dividends from net investment income                            (0.05)      (0.45)   (0.50)   (0.44)
  Distributions from net realized gain on investments sold         --         (0.14)   (0.02)    --
  Total distributions                                             (0.05)      (0.59)   (0.52)   (0.44)
Net asset value, end of period                                   $10.19      $10.74   $ 9.84   $11.75
Total investment return at net asset value(3) (%)                  2.37(4)    11.38    (3.51)   24.23
Total adjusted investment return at net asset value(4,6) (%)       2.22(4)     --       --       --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      5,796      62,218   61,952   69,811
Ratio of expenses to average net assets (%)                        2.79(6)     1.45     1.23     1.27
Ratio of adjusted expenses to average net assets(7) (%)            2.94(6)     --       --       --
Ratio of net investment income (loss) to average net assets (%)    3.93(6)     4.44     4.89     3.99
Ratio of adjusted net investment income (loss) to average
net assets(7) (%)                                                  3.78(6)     --       --       --
Portfolio turnover rate (%)                                           0          85       78       45
Fee reduction per share ($)                                      0.0016        --       --       --
Average brokerage commission rate(8) ($)                            N/A         N/A      N/A      N/A
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                           12/92(1)    12/93    12/94    12/95       12/96
- --------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>      <C>      <C>   
Per share operating performance
Net asset value, beginning of period                             $10.00      $10.20   $10.75   $ 9.84
Net investment income (loss)                                       0.03        0.37     0.43     0.36(3)
Net realized and unrealized gain (loss) on investments             0.20        0.70    (0.89)    1.90
Total from investment operations                                   0.23        1.07    (0.46)    2.26
Less distributions:
  Dividends from net investment income                            (0.03)      (0.38)   (0.43)   (0.36)
  Distributions from net realized gain on investments sold         --         (0.14)   (0.02)    --
  Total distributions                                             (0.03)      (0.52)   (0.45)   (0.36)
Net asset value, end of period                                   $10.20      $10.75   $ 9.84   $11.74
Total investment return at net asset value(3) (%)                  2.29(4)    10.63    (4.22)   23.30
Total adjusted investment return at net asset value(3,5) (%)       2.14(4)     --       --       --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                     14,311      78,775   79,176   87,827
Ratio of expenses to average net assets (%)                        3.51(6)     2.10     1.87     1.96
Ratio of adjusted expenses to average net assets(7) (%)            3.66(6)     --       --       --
Ratio of net investment income (loss) to average net assets (%)    3.21(6)     4.01     4.25     3.31
Ratio of adjusted net investment income (loss) to average
net assets(7) (%)                                                  3.06(6)     --       --       --
Portfolio turnover rate (%)                                           0          85       78       45
Fee reduction per share ($)                                      0.0012        --       --       --
Average brokerage commission rate(8) ($)                            N/A         N/A      N/A      N/A
</TABLE>
    

(1)  Class A and Class B shares commenced operations on October 5, 1992. This
     period is covered by the report of other independent auditors (not included
     herein).
   
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Not annualized.
(5)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.
(6)  Annualized.
(7)  Unreimbursed, without fee reduction.
(8)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.
    


                                                       SOVEREIGN BALANCED FUND 9
<PAGE>

Sovereign Investors Fund

REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST                            
                                 TICKER SYMBOL   CLASS A: SOVIX   CLASS B: SOVBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clipart] The fund seeks long-term growth of capital and of income without
assuming undue market risks. Under normal circumstances, the fund invests most
of its assets in a diversified selection of stocks, although it may respond to
market conditions by investing in other types of securities such as bonds or
short-term securities. The fund may not invest more than 25% of assets in any
one industry.
   
Currently, the fund utilizes a "dividend performers" strategy in selecting
common stocks, investing exclusively in companies that have increased their
dividend payout in each of the last ten years.
    
PORTFOLIO SECURITIES

[Clipart] The fund may invest in most types of securities, including:

o common and preferred stocks, warrants and convertible securities
o U.S. Government and agency debt securities, including
   mortgage-backed securities
o corporate bonds, notes and other debt securities of any maturity

The fund's bond investments are primarily investment-grade, although up to 5% of
assets may be invested in junk bonds rated as low as C and their unrated
equivalents. To a limited extent the fund may invest in certain higher-risk
securities, and may engage in other investment practices.

For temporary defensive purposes, the fund may invest some or all of its assets
in investment-grade short-term securities.

RISK FACTORS

[Clipart] As with any growth and income fund, the value of your investment will
fluctuate in response to stock and bond market movements.

To the extent that the fund invests in higher-risk securities, it takes on
additional risks that could adversely affect its performance. Before you invest,
please read "More about risk" starting on page 26.

MANAGEMENT/SUBADVISER

[Clipart] John F. Snyder III and Barry H. Evans, CFA, lead the fund's portfolio
management team. Mr. Snyder, an investment manager since 1971, is an executive
vice president of Sovereign Asset Management Corporation, the fund's subadviser
and a subsidiary of John Hancock Funds. Mr. Evans, a senior vice president of
the adviser, has been in the investment business since joining John Hancock
Funds in 1986.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

[Clipart] Fund investors pay various expenses, either directly or indirectly.
The figures below show the expenses for the past year, adjusted to reflect any
changes. Future expenses may be greater or less.

- --------------------------------------------------------------------------------
 Shareholder transaction expenses                      Class A   Class B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)                   5.00%     none
 Maximum sales charge imposed on
 reinvested dividends                                  none      none
 Maximum deferred sales charge                         none(1)   5.00%
 Redemption fee(2)                                     none      none
 Exchange fee                                          none      none

- --------------------------------------------------------------------------------
 Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
 Management fee(3)                                     0.58%     0.58%
 12b-1 fee(4)                                          0.30%     1.00%
 Other expenses                                        0.28%     0.34%
 Total fund operating expenses                         1.16%     1.92%

Example The table below shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- --------------------------------------------------------------------------------
 Share class                            Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
 Class A shares                         $61     $85      $111     $184
 Class B shares
   Assuming redemption
   at end of period                     $70     $90      $124     $205
   Assuming no redemption               $20     $60      $104     $205

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1)  Except for investments of $1 million or more; see "How sales charges are
     calculated."
(2)  Does not include wire redemption fee (currently $4.00).
(3)  Management fee includes a subadviser fee equal to 40% of the management
     fee.
(4)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.

10 SOVEREIGN INVESTORS FUND

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

[Clipart] The figures below have been audited by the fund's independent
auditors, Ernst & Young LLP.

Volatility, as indicated by Class A year-by-year total investment return (%)
(scale varies from fund to fund)

    [The table below was represented as a bar graph in the printed material.]
   
12/87(1) 12/88(1) 12/89(1) 12/90(1) 12/91(1,3) 12/92(1) 12/93 12/94  12/95 12/96
 0.28    11.23    23.76     4.38    30.48       7.23     5.71 (1.85) 29.15
    

<TABLE>
<CAPTION>
   
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                       12/87(1)  12/88(1)  12/89(1)  12/90(1)  12/91(1,3)  12/92(1)    12/93 
- ------------------------------------------------------------------------------------------------------------------------------------
    
<S>                                                            <C>       <C>       <C>       <C>        <C>        <C>       <C>    
Per share operating performance
Net asset value, beginning of period                           $12.36    $10.96    $11.19    $12.60     $11.94     $14.31    $14.78 
Net investment income (loss)                                     0.53      0.57      0.59      0.58       0.54       0.47      0.44 
Net realized and unrealized gain (loss) on investments          (0.45)     0.65      2.01     (0.05)      3.03       0.54      0.39 
Total from investment operations                                 0.08      1.22      2.60      0.53       3.57       1.01      0.83 
Less distributions:                                                                                                                 
   Dividends from net investment income                         (0.58)    (0.61)    (0.61)    (0.59)     (0.53)     (0.45)    (0.42)
   Distributions from net realized gain on investments sold     (0.90)    (0.38)    (0.58)    (0.60)     (0.67)     (0.09)    (0.09)
   Total distributions                                          (1.48)    (0.99)    (1.19)    (1.19)     (1.20)     (0.54)    (0.51)
Net asset value, end of period                                 $10.96    $11.19    $12.60    $11.94     $14.31     $14.78    $15.10 
   
Total investment return at net asset value(4) (%)                0.28     11.23     23.76      4.38      30.48       7.23      5.71 
    
Ratios and supplemental data                                                                                                        
Net assets, end of period (000s omitted) ($)                   40,564    45,861    66,466    83,470    194,055    872,932 1,258,575 
Ratio of expenses to average net assets (%)                      0.85      0.86      1.07      1.14       1.18       1.13      1.10 
Ratio of net investment income (loss) to average net assets(%)   3.96      4.97      4.80      4.77       4.01       3.32      2.94 
Portfolio turnover rate (%)                                        59        35        40        55         67         30        46 
   
Average brokerage commission rate(7) ($)                          N/A       N/A       N/A       N/A        N/A        N/A       N/A 
    
</TABLE>

<TABLE>
<CAPTION>
   
- ------------------------------------------------------------------------------------------------
Class A - period ended:                                            12/94       12/95     12/96
- ------------------------------------------------------------------------------------------------
    
<S>                                                               <C>         <C>   
Per share operating performance
Net asset value, beginning of period                              $15.10      $14.24
Net investment income (loss)                                        0.46        0.40
Net realized and unrealized gain (loss) on investments             (0.75)       3.71
Total from investment operations                                   (0.29)       4.11
Less distributions:                                                           
   Dividends from net investment income                            (0.46)      (0.40)
   Distributions from net realized gain on investments sold        (0.11)      (0.08)
   Total distributions                                             (0.57)      (0.48)
Net asset value, end of period                                    $14.24      $17.87
   
Total investment return at net asset value(4) (%)                  (1.85)      29.15
    
Ratios and supplemental data                                                  
Net assets, end of period (000s omitted) ($)                   1,090,231   1,280,321
Ratio of expenses to average net assets (%)                         1.16        1.14
Ratio of net investment income (loss) to average net assets(%)      3.13        2.45
Portfolio turnover rate (%)                                           45          46
   
Average brokerage commission rate(7) ($)                             N/A         N/A
    
</TABLE>

<TABLE>
<CAPTION>
   
- ------------------------------------------------------------------------------------------------
Class B - period ended:                                           12/94(9)     12/95     12/96(4)
- ------------------------------------------------------------------------------------------------
    
<S>                                                               <C>         <C>   
Per share operating performance
Net asset value, beginning of period                              $15.02      $14.24
   
Net investment income (loss)                                        0.38(9)     0.27(9)
    
Net realized and unrealized gain (loss) on investment              (0.69)       3.71
Total from investment operations                                   (0.31)       3.98
Less distributions:                                               
   Dividends from net investment income                            (0.36)      (0.28)
   Distributions from net realized gain on investments sold        (0.11)      (0.08)
   Total distributions                                             (0.47)      (0.36)
Net asset value, end of period                                    $14.24      $17.86
   
Total investment return at net asset value(4) (%)                  (2.04)(5)   28.16
Ratios and supplemental data                                      
Net assets, end of period (000s omitted) ($)                     128,069     257,781
Ratio of expenses to average net assets (%)                         1.86(6)     1.90
Ratio of net investment income (loss) to average net assets (%)     2.57(6)     1.65
    
Portfolio turnover rate (%)                                           45          46
   
Average brokerage commission rate(7) ($)                             N/A         N/A
    
</TABLE>
                                                                 
(1)  These periods are covered by the report of other independent auditors (not
     included herein).
(2)  Restated for 2-for-1 stock split effective April 29, 1987.
(3)  On October 23, 1991, John Hancock Advisers, Inc. became the investment
     adviser of the fund.
   
(4)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(5)  Not annualized.
(6)  Annualized.
(7)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.
(8)  Class B shares commenced operations on January 3, 1994.
(9)  Based on the average of the shares outstanding at the end of each month.
    

                                                     SOVEREIGN INVESTORS FUND 11

<PAGE>

Special Value Fund

REGISTRANT NAME: JOHN HANCOCK CAPITAL SERIES
                                TICKER SYMBOL    CLASS A: SPVAX   CLASS B: SPVBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clipart] The fund seeks capital appreciation, with income as a secondary
consideration. To pursue this goal, the fund invests primarily in stocks that
appear comparatively undervalued and are out of favor. The fund looks for
companies of any size whose earnings power or asset value does not appear to be
reflected in the current stock price, and whose stocks thus have potential for
appreciation. The fund also takes a "margin of safety" approach, seeking those
stocks that are believed to have limited downside risk. The fund may not invest
more than 25% of assets in any one industry.

PORTFOLIO SECURITIES

[Clipart] The fund invests primarily in the common stocks of U.S. companies. It
may also invest in warrants, preferred stocks and convertible securities.

   
The fund may invest up to 50% of assets in foreign securities (including
American Depository Receipts), and under normal circumstances may invest up to
15% of net assets in debt securities, including convertible securities, that may
be rated as low as CC/Ca and their unrated equivalents (junk bonds). To a
limited extent the fund also may invest in certain higher-risk securities and
may engage in other investment practices.
    

For temporary defensive purposes, the fund may invest some or all of its assets
in investment-grade short-term securities.

RISK FACTORS

[Clipart] As with any growth and income fund, the value of your investment will
fluctuate. Even comparatively undervalued stocks typically fall in price during
broad market declines. Small- and medium-sized company stocks, which may
comprise a portion of the fund's portfolio, tend to be more volatile than the
market as a whole.

To the extent that it invests in foreign securities, the fund may be affected by
additional risks, such as currency, information, natural event and political
risks. These risks are defined in "More about risk" starting on page 26. This
section also details other higher-risk securities and practices that the fund
may utilize. Please read "More about risk" carefully before you invest.

PORTFOLIO MANAGEMENT

[Clipart] Timothy E. Keefe, CFA, has been the leader of the fund's portfolio
management team since August 1996. He is a senior vice president of the adviser.
He joined John Hancock Funds in July 1996 and has been in the investment
business since 1987.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

[Clipart] Fund investors pay various expenses, either directly or indirectly.
The figures below show the expenses for the past year, adjusted to reflect any
changes. Future expenses may be greater or less.

- --------------------------------------------------------------------------------
 Shareholder transaction expenses                      Class A   Class B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)                   5.00%     none
 Maximum sales charge imposed on
 reinvested dividends                                  none      none
 Maximum deferred sales charge                         none(1)   5.00%
 Redemption fee(2)                                     none      none
 Exchange fee                                          none      none

- --------------------------------------------------------------------------------
 Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
   
 Management fee (after expense limitation)(3)          0.00%     0.00%
 12b-1 fee(4)                                          0.30%     1.00%
    
 Other expenses (after limitation)(3)                  0.71%     0.71%
 Total fund operating expenses (after limitation)(3)   1.01%     1.71%

(1)  Except for investments of $1 million or more; see "How sales charges are
     calculated."
(2)  Does not include wire redemption fee (currently $4.00).

Example The table below shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- --------------------------------------------------------------------------------
 Share class                            Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
 Class A shares                         $60     $81      $103     $167
 Class B shares
   Assuming redemption
   at end of period                     $67     $84      $113     $183
   Assuming no redemption               $17     $54      $93      $183

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

       


   
(3)  Reflects the adviser's agreement to limit expenses (except for 12b-1 and
     transfer agent expenses). Without this limitation, management fees would be
     0.70% for each class, other expenses would be 0.90% for each class, and
     total fund operating expenses would be 1.90% for Class A and 2.60% for
     Class B. The adviser may terminate this limitation in the future.
(4)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.
    

12 SPECIAL VALUE FUND

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

[Clipart] The figures below have been audited by the fund's independent
auditors, Ernst & Young LLP.

Volatility, as indicated by Class A year-by-year total investment return (%)
(scale varies from fund to fund)

    [The table below was represented as a bar graph in the printed material.]

                             12/94(1)     12/95
                              7.81(4)     20.26

<TABLE>
<CAPTION>
   
- -------------------------------------------------------------------------------------------------------------
Class A - period ended:                                                      12/94(1)     12/95     12/96
- -------------------------------------------------------------------------------------------------------------
    
<S>                                                                          <C>         <C>   
Per share operating performance
Net asset value, beginning of period                                         $ 8.50      $ 8.99
Net investment income (loss)                                                   0.18(2)     0.21(2)
Net realized and unrealized gain (loss) on investments                         0.48        1.60
Total from investment operations                                               0.66        1.81
Less distributions:
  Dividends from net investment income                                        (0.17)      (0.20)
  Distributions from net realized gain on investments sold                     --         (0.21)
  Total distributions                                                         (0.17)      (0.41)
Net asset value, end of period                                               $ 8.99      $10.39
Total investment return at net asset value(3) (%)                              7.81(4)    20.26
Total adjusted investment return at net asset value(3,5) (%)                   7.30(4)    19.39
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                  4,420      12,845
Ratio of expenses to average net assets (%)                                    0.99(6)     0.98
Ratio of adjusted expenses to average net assets(7) (%)                        4.98(6)     1.85
Ratio of net investment income (loss) to average net assets (%)                2.10(6)     2.04
Ratio of adjusted net investment income (loss) to average net assets(7) (%)   (1.89)(6)    1.17
Portfolio turnover rate (%)                                                     0.3           9
Fee reduction per share ($)                                                    0.34(2)     0.09(2)
Average brokerage commission rate(8) ($)                                        N/A         N/A

<CAPTION>
   
- -------------------------------------------------------------------------------------------------------------
Class B -  period ended:                                                     12/94(1)     12/95     12/96
- -------------------------------------------------------------------------------------------------------------
    
Per share operating performance
Net asset value, beginning of period                                         $ 8.50      $ 9.00
Net investment income (loss)                                                   0.13(2)     0.12(2)
Net realized and unrealized gain (loss) on investments                         0.48        1.59
Total from investment operations                                               0.61        1.71
Less distributions:
  Dividends from net investment income                                        (0.11)      (0.12)
  Distributions from net realized gain on investments sold                     --         (0.21)
  Total distributions                                                         (0.11)      (0.33)
Net asset value, end of period                                               $ 9.00      $10.38
Total investment return at net asset value(3) (%)                              7.15(4)    19.11
Total adjusted investment return at net asset value(3,5) (%)                   6.64(4)    18.24
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                  3,296      16,994
Ratio of expenses to average net assets (%)                                    1.72(6)     1.73
Ratio of adjusted expenses to average net assets(7) (%)                        5.71(6)     2.60
Ratio of net investment income (loss) to average net assets (%)                1.53(6)     1.21
Ratio of adjusted net investment income (loss) to average net assets(7) (%)   (2.46)(6)    0.34
Portfolio turnover rate (%)                                                     0.3           9
Fee reduction per share ($)                                                    0.34(2)     0.09(2)
Average brokerage commission rate(8) ($)                                        N/A         N/A
</TABLE>

(1)  Class A and Class B shares commenced operations on January 3, 1994.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Not annualized.
(5)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.
(6)  Annualized.
(7)  Unreimbursed, without fee reduction.
(8)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

                                                           SPECIAL VALUE FUND 13

<PAGE>

Utilities Fund

REGISTRANT NAME: JOHN HANCOCK CAPITAL SERIES
                                TICKER SYMBOL    CLASS A: JHUAX   CLASS B: JHUBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clipart] The fund seeks current income and, to the extent consistent with this
goal, growth of income and long-term growth of capital. To pursue this goal, the
fund invests primarily in public utilities companies, such as those whose
principal business involves the generation, handling or sale of electricity,
natural gas, water, waste management services or non-broadcast
telecommunications services. Under normal circumstances, the fund will invest at
least 65% of assets in these companies. The fund may invest in other industries
if fund management believes it would help the fund meet its goal.

PORTFOLIO SECURITIES

[Clipart] The fund invests primarily in the common stocks of U.S. and foreign
companies. It may also invest in warrants, preferred stocks and convertible
securities.

Foreign securities (including American Depository Receipts) and investment-grade
debt securities may each comprise up to 25% of portfolio investments. To a
limited extent the fund also may invest in certain higher-risk securities, and
may engage in other investment practices.

For temporary defensive purposes, the fund may invest some or all of its assets
in investment-grade short-term securities.

RISK FACTORS

[Clipart] As with any growth and income fund, the value of your investment will
fluctuate in response to stock and bond market movements. Because the fund
concentrates on a narrow segment of the economy, its performance is largely
dependent on that segment's performance. Utilities stocks may be adversely
affected by numerous factors, including government regulation and deregulation,
environmental issues, competition and rising interest rates.

To the extent that it invests in foreign securities, the fund may be affected by
additional risks such as currency, information, natural event and political
risks. These risks are defined in "More about risk" starting on page 26. This
section also details other higher-risk securities and practices that the fund
may utilize. Please read "More about risk" carefully before you invest.

PORTFOLIO MANAGEMENT

[Clipart] Gregory K. Phelps, leader of the fund's portfolio management team
since April 1996, is a vice president of the adviser. He joined John Hancock
Funds in January 1995 and has been in the investment business since 1981.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

[Clipart] Fund investors pay various expenses, either directly or indirectly.
The figures below show the expenses for the past year, adjusted to reflect any
changes. Future expenses may be greater or less.

- --------------------------------------------------------------------------------
 Shareholder transaction expenses                      Class A   Class B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)                   5.00%     none
 Maximum sales charge imposed on
 reinvested dividends                                  none      none
 Maximum deferred sales charge                         none(1)   5.00%
 Redemption fee(2)                                     none      none
 Exchange fee                                          none      none

- --------------------------------------------------------------------------------
 Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
 Management fee (after expense limitation)(3)          0.26%     0.26%
 12b-1 fee(4)                                          0.30%     1.00%
 Other expenses                                        0.49%     0.49%
 Total fund operating expenses (after limitation)(3)   1.05%     1.75%

Example  The table below shows what you would pay
if you invested $1,000 over the various time frames indicated. The example
assumes you reinvested all dividends and that the average annual return was 5%.

- --------------------------------------------------------------------------------
 Share class                            Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
 Class A shares                         $60     $82      $105     $172
 Class B shares
   Assuming redemption
   at end of period                     $68     $85      $115     $188
   Assuming no redemption               $18     $55      $95      $188

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1)  Except for investments of $1 million or more; see "How sales charges are
     calculated."
(2)  Does not include wire redemption fee (currently $4.00).
   
(3)  Reflects the adviser's agreement to limit expenses (except for 12b-1 and
     transfer agent expenses). Without this limitation, management fees would be
     0.70% for each class and total fund operating expenses would be 1.49% for
     Class A and 2.19% for Class B. The adviser may terminate this limitation in
     the future.
(4)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.
    

14 UTILITIES FUND

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 

[Clipart] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

Volatility, as indicated by Class A year-by-year total investment return (%)
(scale varies from fund to fund)

    [The table below was represented as a bar graph in the printed material.]

   
                  5/94(1)       5/95        5/96      12/96
                 (2.82)(4)      7.10       14.44
    

<TABLE>
<CAPTION>
   
- -------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                                      5/94(1)       5/95        5/96      12/96
- -------------------------------------------------------------------------------------------------------------------------
    
<S>                                                                          <C>         <C>         <C>   
Per share operating performance
Net asset value, beginning of period                                         $ 8.50      $ 8.26      $ 8.48
Net investment income (loss)                                                   0.12(2)     0.44(2)     0.41(2)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                 (0.36)       0.12        0.79
Total from investment operations                                              (0.24)       0.56        1.20
Less distributions:
   Dividends from net investment income                                        --         (0.34)      (0.41)
   Distributions from net realized gains on investments sold                   --          --         (0.10)
   Total distributions                                                         --         (0.34)      (0.51)
Net asset value, end of period                                               $ 8.26      $ 8.48      $ 9.17
Total investment return at net asset value(3) (%)                             (2.82)(4)    7.10       14.44
Total adjusted investment return at net asset value(3,5)                     (13.89)(4)    6.44       14.01
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                    781      19,229      22,574
Ratio of expenses to average net assets (%)                                    1.00(6)     1.04        1.04
Ratio of adjusted expenses to average net assets(7) (%)                       12.07(6)     1.70        1.47
Ratio of net investment income (loss) to average net assets (%)                4.53(6)     5.39        4.49
Ratio of adjusted net investment income (loss) to average net assets(7) (%)   (6.54)(6)    4.73        4.06
Portfolio turnover rate (%)                                                       6          98         124
Fee reduction per share ($)                                                    0.27(2)     0.05(2)     0.04(2)
Average brokerage commission rate(8) ($)                                        N/A         N/A         N/A
</TABLE>

<TABLE>
<CAPTION>
   
- -------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                                      5/94(1)       5/95        5/96      12/96
- -------------------------------------------------------------------------------------------------------------------------
    
<S>                                                                          <C>         <C>         <C>   
Per share operating performance
Net asset value, beginning of period                                         $ 8.50      $ 8.25      $ 8.45
Net investment income (loss)                                                   0.08(2)     0.38(2)     0.34(2)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                 (0.33)       0.12        0.79
Total from investment operations                                              (0.25)       0.50        1.13
Less distributions:
   Dividends from net investment income                                        --         (0.30)      (0.34)
   Distributions from net realized gains on investments sold                   --          --         (0.10)
   Total distributions                                                         --         (0.30)      (0.44)
Net asset value, end of period                                               $ 8.25      $ 8.45      $ 9.14
Total investment return at net asset value(4) (%)                             (2.94)(4)    6.31       13.68
Total adjusted investment return at net asset value(3,5)                     (14.01)(4)    5.65       13.25
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                    445      38,344      47,759
Ratio of expenses to average net assets (%)                                    1.72(6)     1.71        1.77
Ratio of adjusted expenses to average net assets(7) (%)                       12.79(6)     2.37        2.20
Ratio of net investment income (loss) to average net assets (%)                4.20(6)     4.64        3.77
Ratio of adjusted net investment income (loss) to average net assets(7) (%)   (6.87)(6)    3.98        3.34
Portfolio turnover rate (%)                                                       6          98         124
Fee reduction per share ($)                                                    0.27(2)     0.05(2)     0.04(2)
Average brokerage commission rate(7) ($)                                        N/A         N/A         N/A
</TABLE>

(1)  Class A and Class B shares commenced operations on February 1, 1994.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Not annualized.
(5)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.
(6)  Annualized.
(7)  Unreimbursed, without fee reduction.
(8)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

                                                               UTILITIES FUND 15

<PAGE>

Your account

- --------------------------------------------------------------------------------
CHOOSING A SHARE CLASS

All John Hancock growth and income funds offer two classes of shares, Class A
and Class B. Each class has its own cost structure, allowing you to choose the
one that best meets your requirements. Your financial representative can help
you decide.

- --------------------------------------------------------------------------------
Class A                                 Class B
- --------------------------------------------------------------------------------

o  Front-end sales charges, as          o  No front-end sales charge; all   
   described below. There are              your money goes to work for you  
   several ways to reduce these            right away.                      
   charges, also described below.                                           
                                        o  Higher annual expenses than      
o  Lower annual expenses than Class        Class A shares.                  
   B shares.                                                                
                                        o  A deferred sales charge on       
                                           shares you sell within six years 
                                           of purchase, as described below. 
                                                                            
                                        o  Automatic conversion to Class A  
                                           shares after eight years, thus   
                                           reducing future annual expenses. 

For actual past expenses of Class A and B shares, see the fund-by-fund
information earlier in this prospectus.

Sovereign Investors Fund offers Class C shares, which have their own expense
structure and are available to financial institutions only. Call Signature
Services for more information (see the back cover of this prospectus).

- --------------------------------------------------------------------------------
HOW SALES CHARGES ARE CALCULATED

Class A Sales charges are as follows:

- --------------------------------------------------------------------------------
 Class A sales charges
- --------------------------------------------------------------------------------
                            As a % of       As a % of your
 Your investment            offering price  investment
 Up to $49,999              5.00%           5.26%
 $50,000 - $99,999          4.50%           4.71%
 $100,000 - $249,999        3.50%           3.63%
 $250,000 - $499,999        2.50%           2.56%
 $500,000 - $999,999        2.00%           2.04%
 $1,000,000 and over        See below


Investments of $1 million or more Class A shares are available with no front-end
sales charge. However, there is a contingent deferred sales charge (CDSC) on any
shares sold within one year of purchase, as follows:

- --------------------------------------------------------------------------------
 CDSC on $1 million+ investments
- --------------------------------------------------------------------------------
 Your investment                CDSC on shares being sold
 First $1M - $4,999,999         1.00%
 Next $1 - $5M above that       0.50%
 Next $1 or more above that     0.25%

For purposes of this CDSC, all purchases made during a calendar month are
counted as having been made on the LAST day of that month.

The CDSC is based on the lesser of the original purchase cost or the current
market value of the shares being sold, and is not charged on shares you acquired
by reinvesting your dividends. To keep your CDSC as low as possible, each time
you place a request to sell shares we will first sell any shares in your account
that are not subject to a CDSC.

Class B Shares are offered at their net asset value per share, without any
initial sales charge. However, there is a contingent deferred sales charge
(CDSC) on shares you sell within six years of buying them. There is no CDSC on
shares acquired through reinvestment of dividends. The CDSC is based on the
original purchase cost or the current market value of the shares being sold,
whichever is less. The longer the time between the purchase and the sale of
shares, the lower the rate of the CDSC:

- --------------------------------------------------------------------------------
 Class B deferred charges
- --------------------------------------------------------------------------------
 Years after purchase            CDSC on shares being sold
 1st year                        5.00%
 2nd year                        4.00%
 3rd or 4th year                 3.00%
 5th year                        2.00%
 6th year                        1.00%
 After 6 years                   None

For purposes of this CDSC, all purchases made during a calendar month are
counted as having been made on the FIRST day of that month.

CDSC calculations are based on the number of shares involved, not on the value
of your account. To keep your CDSC as low as possible, each time you place a
request to sell shares we will first sell any shares in your account that carry
no CDSC. If there are not enough of these to meet your request, we will sell
those shares that have the lowest CDSC.


16 YOUR ACCOUNT

<PAGE>

- --------------------------------------------------------------------------------
SALES CHARGE REDUCTIONS AND WAIVERS

Reducing your Class A sales charges There are several ways you can combine
multiple purchases of Class A shares of John Hancock funds to take advantage of
the breakpoints in the sales charge schedule. The first three ways can be
combined in any manner. 

o  Accumulation Privilege -- lets you add the value of any Class A shares you
   already own to the amount of your next Class A investment for purposes of
   calculating the sales charge.
o  Letter of Intention -- lets you purchase Class A shares of a fund over a
   13-month period and receive the same sales charge as if all shares had been
   purchased at once. 
o  Combination Privilege -- lets you combine Class A shares of multiple funds
   for purposes of calculating the sales charge.

To utilize: complete the appropriate section of your application, or contact
your financial representative or Signature Services to add these options.

Group Investment Program Allows established groups of four or more investors to
invest as a group. Each investor has an individual account, but for sales charge
purposes the group's investments are lumped together, making the investors
potentially eligible for reduced sales charges. There is no charge, no
obligation to invest (although initial aggregate investments must be at least
$250) and you may terminate the program at any time.

To utilize: contact your financial representative or Signature Services to find
out how to qualify.

CDSC waivers As long as Signature Services is notified at the time you sell, the
CDSC for either share class will generally be waived in the following cases:

o  to make payments through certain systematic withdrawal plans
o  to make certain distributions from a retirement plan
o  because of shareholder death or disability

To utilize: If you think you may be eligible for a CDSC waiver, contact your
financial representative or Signature Services, or consult the SAI (see the back
cover of this prospectus).

   
Reinstatement privilege If you sell shares of a John Hancock fund, you may
reinvest some or all of the proceeds in the same share class of any John Hancock
fund within 120 days without a sales charge, as long as Signature Services is
notified before you reinvest. If you paid a CDSC when you sold your shares, you
will be credited with the amount of the CDSC. All accounts involved must have
the same registration.
    

To utilize: contact your financial representative or Signature Services.

Waivers for certain investors Class A shares may be offered without front-end
sales charges or CDSCs to various individuals and institutions, including:

o  government entities that are prohibited from paying mutual fund sales charges

o  financial institutions or common trust funds investing $1 million or more for
   non-discretionary accounts 

o  selling brokers and their employees and sales representatives

o  financial representatives utilizing fund shares in fee-based investment
   products under agreement with John Hancock Funds

o  fund trustees and other individuals who are affiliated with these or other
   John Hancock funds
   
o  individuals transferring assets to a John Hancock fund from an employee
   benefit plan that has John Hancock funds
    
o  members of an approved affinity group financial services program


o  certain insurance company contract holders (one-year CDSC usually applies)

o  participants in certain retirement plans with at least 100 members (one-year
   CDSC applies)

To utilize: if you think you may be eligible for a sales charge waiver, contact
your financial representative or Signature Services, or consult the SAI.

- --------------------------------------------------------------------------------
OPENING AN ACCOUNT 

1  Read this prospectus carefully.

2  Determine how much you want to invest. The minimum initial investments for
   the John Hancock funds are as follows:
   o non-retirement account: $1,000
   o retirement account: $250
   o group investments: $250
   o Monthly Automatic Accumulation Plan (MAAP): $25 to open; you must invest at
     least $25 a month

3  Complete the appropriate parts of the account application, carefully
   following the instructions. If you have questions, please contact your
   financial representative or call Signature Services at 1-800-225-5291.

4  Complete the appropriate parts of the account privileges section of the
   application. By applying for privileges now, you can avoid the delay and
   inconvenience of having to file an additional application if you want to add
   privileges later.

5  Make your initial investment using the table on the next page. You can
   initiate any purchase, exchange or sale of shares through your financial
   representative.


                                                                 YOUR ACCOUNT 17

<PAGE>

- --------------------------------------------------------------------------------
 Buying shares
- --------------------------------------------------------------------------------
             Opening an account              Adding to an account
By check

[Clipart]    o  Make out a check for the     o  Make out a check for the    
                investment amount, payable      investment amount payable   
                to "John Hancock Signature      to "John Hancock Signature  
                Services, Inc."                 Services, Inc."             
                                                                            
             o  Deliver the check and your   o  Fill out the detachable     
                completed application to        investment slip from an     
                your financial                  account statement. If no    
                representative, or mail         slip is available, include  
                them to Signature Services      a note specifying the fund  
                (address on next page).         name, your share class,     
                                                your account number and the 
                                                name(s) in which the        
                                                account is registered.      
                                                                            
                                             o  Deliver the check and your  
                                                investment slip or note to  
                                                your financial              
                                                representative, or mail     
                                                them to Signature Services  
                                                (address on next page).     

By exchange

[Clipart]    o  Call your financial          o  Call Signature Services to
                representative or Signature     request an exchange.      
                Services to request an       
                exchange.                   

By wire

[Clipart]    o  Deliver your completed       o  Instruct your bank to wire   
                application to your             the amount of your           
                financial representative,       investment to:               
                or mail it to Signature         First Signature Bank & Trust 
                Services.                       Account # 900000260          
                                                Routing # 211475000          
             o  Obtain your account number      Specify the fund name, your  
                by calling your financial       share class, your account    
                representative or Signature     number and the name(s) in    
                Services.                       which the account is         
                                                registered. Your bank may    
             o  Instruct your bank to wire      charge a fee to wire funds.  
                the amount of your           
                investment to:               
                First Signature Bank & Trust 
                Account # 900000260          
                Routing # 211475000          
                Specify the fund name,       
                your choice of share class,  
                the new account number and   
                the name(s) in which the     
                account is registered. Your  
                bank may charge a fee to     
                wire funds.                  

By phone

[Clipart]    See "By wire" and               o  Verify that your bank or    
             "By exchange."                     credit union is a member of 
                                                the Automated Clearing      
                                                House (ACH) system.         
                                                                            
                                             o  Complete the                
                                                "Invest-By-Phone" and "Bank 
                                                Information" sections on    
                                                your account application.   
                                                                            
                                             o  Call Signature Services to  
                                                verify that these features  
                                                are in place on your        
                                                account.                    
                                                                            
                                             o  Tell the Signature Services 
                                                representative the fund     
                                                name, your share class,     
                                                your account number, the    
                                                name(s) in which the        
                                                account is registered and   
                                                the amount of your          
                                                investment.                 

To open or add to an account using the Monthly Automatic Accumulation Program,
see "Additional investor services."


18 YOUR ACCOUNT

<PAGE>

- --------------------------------------------------------------------------------
Selling shares
             Designed for                    To sell some or all of your shares

By letter

[Clipart]    o  Accounts of any type.        o  Write a letter of           
                                                instruction or complete a   
             o  Sales of any amount.            stock power indicating the  
                                                fund name, your share       
                                                class, your account number, 
                                                the name(s) in which the    
                                                account is registered and   
                                                the dollar value or number  
                                                of shares you wish to sell. 
                                                                            
                                             o  Include all signatures and  
                                                any additional documents    
                                                that may be required (see   
                                                next page).                 
                                                                            
                                             o  Mail the materials to       
                                                Signature Services.         
                                                                            
                                             o  A check will be mailed to   
                                                the name(s) and address in  
                                                which the account is        
                                                registered, or otherwise    
                                                according to your letter of 
                                                instruction.                

By phone

[Clipart]    o  Most accounts.               o  For automated service 24    
                                                hours a day using your      
             o  Sales of up to $100,000.        touch-tone phone, call the  
                                                EASI-Line at                
                                                1-800-338-8080.             
                                                                            
                                             o  To place your order with a  
                                                representative at John      
                                                Hancock Funds, call         
                                                Signature Services between  
                                                8 A.M. and 4 P.M. Eastern   
                                                Time on most business days. 

By wire or electronic funds transfer (EFT)

[Clipart]    o  Requests by letter to sell   o  Fill out the "Telephone     
                any amount (accounts of any     Redemption" section of your 
                type).                          new account application.    
                                                                            
             o  Requests by phone to sell    o  To verify that the          
                up to $100,000 (accounts        telephone redemption        
                with telephone redemption       privilege is in place on an 
                privileges).                    account, or to request the  
                                                forms to add it to an       
                                                existing account, call      
                                                Signature Services.         
                                                                            
                                             o  Amounts of $1,000 or more   
                                                will be wired on the next   
                                                business day. A $4 fee will 
                                                be deducted from your       
                                                account.                    
                                                                            
                                             o  Amounts of less than $1,000 
                                                may be sent by EFT or by    
                                                check. Funds from EFT       
                                                transactions are generally  
                                                available by the second     
                                                business day. Your bank may 
                                                charge a fee for this       
                                                service.                    
By exchange

[Clipart]    o  Accounts of any type.        o  Obtain a current prospectus 
                                                for the fund into which you 
             o  Sales of any amount.            are exchanging by calling   
                                                your financial              
                                                representative or Signature 
                                                Services.                   
                                                                            
                                             o  Call Signature Services to  
                                                request an exchange.        

- ------------------------------------------

Address
John Hancock Signature Services, Inc.
1 John Hancock Way STE 1000
Boston, MA 02217-1000

Phone
1-800-225-5291

Or contact your financial representative 
for instructions and assistance.

- ------------------------------------------


                    To sell shares through a systematic withdrawal plan, see
                    "Additional investor services."



                                                                 YOUR ACCOUNT 19

<PAGE>

Selling shares in writing In certain circumstances, you will need to make your
request to sell shares in writing. You may need to include additional items with
your request, as shown in the table below. You may also need to include a
signature guarantee, which protects you against fraudulent orders. You will need
a signature guarantee if: 

o  your address of record has changed within the past 30 days
o  you are selling more than $100,000 worth of shares
o  you are requesting payment other than by a check mailed to the address of
   record and payable to the registered owner(s)

You can generally obtain a signature guarantee from the following sources:

o  a broker or securities dealer 
o  a federal savings, cooperative or other type of bank
o  a savings and loan or other thrift institution o a credit union
o  a securities exchange or clearing agency

A  notary public CANNOT provide a signature guarantee.

                                                                       [Clipart]
- --------------------------------------------------------------------------------
Seller                                       Requirements for written requests
- --------------------------------------------------------------------------------

Owners of individual, joint, sole            o  Letter of instruction.          
proprietorship, UGMA/UTMA                                                       
(custodial accounts for minors) or           o  On the letter, the signatures   
general partner accounts.                       and titles of all persons       
                                                authorized to sign for the      
                                                account, exactly as the account 
                                                is registered.                  
                                                                                
                                             o  Signature guarantee if          
                                                applicable (see above).         

Owners of corporate or association           o  Letter of instruction.          
accounts.                                                                       
                                             o  Corporate resolution, certified 
                                                within the past 90 days.        
                                                                                
                                             o  On the letter and the           
                                                resolution, the signature of the
                                                person(s) authorized to sign for
                                                the account.                    
                                                                                
                                             o  Signature guarantee if          
                                                applicable (see above).         

Owners or trustees of trust                  o  Letter of instruction.          
accounts.                                                                       
                                             o  On the letter, the signature(s) 
                                                of the trustee(s).              
                                                                                
                                             o  If the names of all trustees are
                                                not registered on the account,  
                                                please also provide a copy of   
                                                the trust document certified    
                                                within the past 60 days.        
                                                                                
                                             o  Signature guarantee if          
                                                applicable (see above).         

Joint tenancy shareholders whose             o  Letter of instruction signed by
co-tenants are deceased.                        surviving tenant.              
                                                                               
                                             o  Copy of death certificate.     
                                                                               
                                             o  Signature guarantee if         
                                                applicable (see above).        

Executors of shareholder estates.            o  Letter of instruction signed by
                                                executor.                      
                                                                               
                                             o  Copy of order appointing       
                                                executor.                      
                                                                               
                                             o  Signature guarantee if         
                                                applicable (see above).        

Administrators, conservators,                o  Call 1-800-225-5291 for
guardians and other sellers or                  instructions.          
account types not listed above.              


20 YOUR ACCOUNT

<PAGE>

- --------------------------------------------------------------------------------
TRANSACTION POLICIES

Valuation of shares The net asset value per share (NAV) for each fund and class
is determined each business day at the close of regular trading on the New York
Stock Exchange (typically 4 P.M. Eastern Time) by dividing a class's net assets
by the number of its shares outstanding.

Buy and sell prices  When you buy shares, you pay
the NAV plus any applicable sales charges, as described earlier. When you sell
shares, you receive the NAV minus any applicable deferred sales charges.

Execution of requests Each fund is open on those days when the New York Stock
Exchange is open, typically Monday through Friday. Buy and sell requests are
executed at the next NAV to be calculated after your request is accepted by
Signature Services.

At times of peak activity, it may be difficult to place requests by phone.
During these times, consider using EASI-Line or sending your request in writing.

In unusual circumstances, any fund may temporarily suspend the processing of
sell requests, or may postpone payment of proceeds for up to three business days
or longer, as allowed by federal securities laws.

   
Telephone transactions For your protection, telephone requests may be recorded
in order to verify their accuracy. In addition, Signature Services will take
measures to verify the identity of the caller, such as asking for name, account
number, Social Security or other taxpayer ID number and other relevant
information. If appropriate measures are taken, Signature Services is not
responsible for any losses that may occur to any account due to an unauthorized
telephone call. Also for your protection, telephone transactions are not
permitted on accounts whose names or addresses have changed within the past 30
days. Proceeds from telephone transactions can only be mailed to the address of
record.

Exchanges You may exchange shares of one John Hancock fund for shares of the
same class of any other, generally without paying any additional sales charges.
The registration for both accounts involved must be identical. Class B shares
will continue to age from the original date and will retain the same CDSC rate
as they had before the exchange, except that the rate will change to the new
fund's rate if that rate is higher. A CDSC rate that has increased will drop
again with a future exchange into a fund with a lower rate.

To protect the interests of other investors in the fund, a fund may cancel the
exchange privileges of any parties that, in the opinion of the fund, are using
market timing strategies or making more than seven exchanges per owner or
controlling party per calendar year. A fund may also refuse any exchange order.
A fund may change or cancel its exchange policies at any time, upon 60 days'
notice to its shareholders.
    

Certificated shares Most shares are electronically recorded. If you wish to have
certificates for your shares, please write to Signature Services. Certificated
shares can only be sold by returning the certificates to Signature Services,
along with a letter of instruction or a stock power and a signature guarantee.

   
Sales in advance of purchase payments When you place a request to sell shares
for which the purchase money has not yet been collected, the request will be
executed in a timely fashion, but the fund will not release the proceeds to you
until your purchase payment clears. This may take up to ten business days after
the purchase.
    


Eligibility by state You may only invest in, or exchange into, fund shares
legally available in your state.

- --------------------------------------------------------------------------------
DIVIDENDS AND ACCOUNT POLICIES

Account statements In general, you will receive account statements as follows:

o  after every transaction (except a dividend reinvestment) that affects your
   account balance 
o  after any changes of name or address of the registered owner(s)
o  in all other circumstances, every quarter

Every year you should also receive, if applicable, a Form 1099 tax information
statement, mailed by January 31.

Dividends The funds generally distribute most or all of their net earnings in
the form of dividends.Income dividends are typically paid quarterly, and capital
gains dividends, if any, are typically paid annually.


                                                                 YOUR ACCOUNT 21

<PAGE>

Dividend reinvestments Most investors have their dividends reinvested in
additional shares of the same fund and class. If you choose this option, or if
you do not indicate any choice, your dividends will be reinvested on the
dividend record date. Alternatively, you can choose to have a check for your
dividends mailed to you. However, if the check is not deliverable, your
dividends will be reinvested.

Taxability of dividends As long as a fund meets the requirements for being a
tax-qualified regulated investment company, which each fund has in the past and
intends to in the future, it pays no federal income tax on the earnings it
distributes to shareholders.

Consequently, dividends you receive from a fund, whether reinvested or taken as
cash, are generally considered taxable. Dividends from a fund's long-term
capital gains are taxable as capital gains; dividends from other sources are
generally taxable as ordinary income.

Some dividends paid in January may be taxable as if they had been paid the
previous December. Corporations may be entitled to take a dividends-received
deduction for a portion of certain dividends they receive.

The Form 1099 that is mailed to you every January details your dividends and
their federal tax category, although you should verify your tax liability with
your tax professional.

Taxability of transactions Any time you sell or exchange shares, it is
considered a taxable event for you. Depending on the purchase price and the sale
price of the shares you sell or exchange, you may have a gain or a loss on the
transaction. You are responsible for any tax liabilities generated by your
transactions.

Small accounts (non-retirement only) If you draw down a non-retirement account
so that its total value is less than $1,000, you may be asked to purchase more
shares within 30 days. If you do not take action, your fund may close out your
account and mail you the proceeds. Alternatively, signature services may charge
you $10 a year to maintain your account. You will not be charged a CDSC if your
account is closed for this reason, and your account will not be closed if its
drop in value is due to fund performance or the effects of sales charges.

- --------------------------------------------------------------------------------
ADDITIONAL INVESTOR SERVICES

Monthly Automatic Accumulation Program (MAAP) MAAP lets you set up regular
investments from your paycheck or bank account to the John Hancock fund(s) of
your choice. You determine the frequency and amount of your investments, and you
can terminate your program at any time. To establish:

o  Complete the appropriate parts of your account application.
   
o  If you are using MAAP to open an account, make out a check ($25 minimum) for
   your first investment amount payable to "John Hancock Signature Services,
   Inc." Deliver your check and application to your financial representative or
   Signature Services.

Systematic withdrawal plan This plan may be used for routine bill payments or
periodic withdrawals from your account. To establish:
    

o  Make sure you have at least $5,000 worth of shares in your account.
o  Make sure you are not planning to invest more money in this account (buying
   shares during a period when you are also selling shares of the same fund is
   not advantageous to you, because of sales charges).
o  Specify the payee(s). The payee may be yourself or any other party, and there
   is no limit to the number of payees you may have, as long as they are all on
   the same payment schedule.
o  Determine the schedule: monthly, quarterly, semi-annually, annually or in
   certain selected months.
o  Fill out the relevant part of the account application. To add a systematic
   withdrawal plan to an existing account, contact your financial representative
   or Signature Services.

Retirement plans John Hancock Funds offers a range of qualified retirement
plans, including IRAs, SEPs, 401(k) plans, 403(b) plans (including TSAs) and
other pension and profit-sharing plans. Using these plans, you can invest in any
John Hancock fund (except tax-free income funds) with a low minimum investment
of $250 or, for some group plans, no minimum investment at all. To find out
more, call Signature Services at 1-800-225-5291.


22 YOUR ACCOUNT

<PAGE>

Fund details

- --------------------------------------------------------------------------------
BUSINESS STRUCTURE

How the funds are organized Each John Hancock growth and income fund is an
open-end management investment company or a series of such a company.

Each fund is supervised by a board of trustees, an independent body that has
ultimate responsibility for the fund's activities. The board retains various
companies to carry out the fund's operations, including the investment adviser,
custodian, transfer agent and others (see diagram). The board has the right, and
the obligation, to terminate the fund's relationship with any of these companies
and to retain a different company if the board believes it is in the
shareholders' best interests.

At a mutual fund's inception, the initial shareholder (typically the adviser)
appoints the fund's board. Thereafter, the board and the shareholders determine
the board's membership. The boards of the John Hancock growth and income funds
may include individuals who are affiliated with the investment adviser. However,
the majority of board members must be independent.

The funds do not hold annual shareholder meetings, but may hold special meetings
for such purposes as electing or removing board members, changing fundamental
policies, approving a management contract or approving a 12b-1 plan (12b-1 fees
are explained in "Sales compensation").

       [Diagram outlining the business structure of John Hancock Funds.]


                                                                 FUND DETAILS 23
<PAGE>


   
Accounting compensation The funds compensate the adviser for performing tax and
financial management services. Annual compensation is not expected to exceed
0.02% of each fund's average net assets.
    

Portfolio trades In placing portfolio trades, the adviser may use brokerage
firms that market the fund's shares or are affiliated with John Hancock Mutual
Life Insurance Company, but only when the adviser believes no other firm offers
a better combination of quality execution (i.e., timeliness and completeness)
and favorable price.

Investment goals Except for Growth and Income Fund, Sovereign Balanced Fund and
Utilities Fund, each fund's investment goal is fundamental and may only be
changed with shareholder approval.

Diversification All of the growth and income funds are diversified.

- --------------------------------------------------------------------------------
SALES COMPENSATION

As part of their business strategies, the funds, along with John Hancock Funds,
pay compensation to financial services firms that sell the funds' shares. These
firms typically pass along a portion of this compensation to your financial
representative.

Compensation payments originate from two sources: from sales charges and from
12b-1 fees that are paid out of the funds' assets ("12b-1" refers to the federal
securities regulation authorizing annual fees of this type). The 12b-1 fee rates
vary by fund and by share class, according to Rule 12b-1 plans adopted by the
funds. The sales charges and 12b-1 fees paid by investors are detailed in the
fund-by-fund information. The portions of these expenses that are reallowed to
financial services firms are shown on the next page.

Distribution fees may be used to pay for sales compensation to financial
services firms, marketing and overhead expenses and, for Class B shares,
interest expenses.

- --------------------------------------------------------------------------------
Class B unreimbursed distribution expenses(1)
- --------------------------------------------------------------------------------
                            Unreimbursed      As a % of
 Fund                       expenses          net assets
 Growth and Income          $   3,997,564     3.24%
 Independence Equity        $     227,836     4.18%
 Sovereign Balanced         $   3,097,061     3.72%
 Sovereign Investors        $   1,907,573     1.00%
 Special Value              $     807,110     7.50%
 Utilities                  $   1,584,645     3.41%

(1)  As of the most recent fiscal year end covered by each fund's financial
     highlights. These expenses may be carried forward indefinitely.

Initial compensation Whenever you make an investment in a fund or funds, the
financial services firm receives either a reallowance from the initial sales
charge or a commission, as described below. The firm also receives the first
year's service fee at this time.

Annual compensation Beginning with the second year after an investment is made,
the financial services firm receives an annual service fee of 0.25% of its total
eligible net assets. This fee is paid quarterly in arrears.

   
Financial services firms selling large amounts of fund shares may receive extra
compensation. This compensation, which John Hancock funds pays out of its own
resources, may include asset retention fees as well as reimbursement for
marketing expenses.
    


24 FUND DETAILS
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A investments
- ------------------------------------------------------------------------------------------------------------------------------------
                                                         Maximum
                                   Sales charge          reallowance           First year             Maximum
                                   paid by investors     or commission         service fee            total compensation(1)
                                   (% of offering price) (% of offering price) (% of net investment)  (% of offering price)
<S>                                <C>                   <C>                   <C>                    <C>  
 Up to $49,999                     5.00%                 4.01%                 0.25%                  4.25%
 $50,000 - $99,999                 4.50%                 3.51%                 0.25%                  3.75%
 $100,000 - $249,999               3.50%                 2.61%                 0.25%                  2.85%
 $250,000 - $499,999               2.50%                 1.86%                 0.25%                  2.10%
 $500,000 - $999,999               2.00%                 1.36%                 0.25%                  1.60%

 Regular investments of
 $1 million or more
 First $1M - $4,999,999            --                    0.75%                 0.25%                  1.00%
 Next $1 - $5M above that          --                    0.25%                 0.25%                  0.50%
                                 
 Next $1 or more above that        --                    0.00%                 0.25%                  0.25%
                                 
 Waiver investments(2)             --                    0.00%                 0.25%                  0.25%
                                
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
 Class B investments
- ------------------------------------------------------------------------------------------------------------------------------------
                                                         Maximum
                                                         reallowance           First year             Maximum
                                                         or commission         service fee            total compensation
                                                         (% of offering price) (% of net investment)  (% of offering price)
<S>                                                      <C>                   <C>                    <C>  
 All amounts                                             3.75%                 0.25%                  4.00%
</TABLE>

(1)  Reallowance/commission percentages and service fee percentages are
     calculated from different amounts, and therefore may not equal total
     compensation percentages if combined using simple addition.
(2)  Refers to any investments made by municipalities, financial institutions,
     trusts and affinity group members that take advantage of the sales charge
     waivers described earlier in this prospectus.

CDSC revenues collected by John Hancock Funds may be used to pay commissions
when there is no initial sales charge.

                                                                 FUND DETAILS 25

<PAGE>

- --------------------------------------------------------------------------------
MORE ABOUT RISK

A fund's risk profile is largely defined by the fund's primary securities and
investment practices. You may find the most concise description of each fund's
risk profile in the fund-by-fund information.

The funds are permitted to utilize -- within limits established by the trustees
- -- certain other securities and investment practices that have higher risks and
opportunities associated with them. On the following page are brief descriptions
of these securities and practices, along with the risks associated with them.
The funds follow certain policies that may reduce these risks.

As with any mutual fund, there is no guarantee that the performance of a John
Hancock growth and income fund will be positive over any period of time.

- --------------------------------------------------------------------------------
TYPES OF INVESTMENT RISK

Correlation risk The risk that changes in the value of a hedging instrument will
not match those of the asset being hedged (hedging is the use of one investment
to offset the effects of another investment).

Credit risk The risk that the issuer of a security, or the counterparty to a
contract, will default or otherwise become unable to honor a financial
obligation.

Currency risk The risk that fluctuations in the exchange rates between the U.S.
dollar and foreign currencies may negatively affect an investment.

Extension risk The risk that an unexpected rise in interest rates will extend
the life of a mortgage-backed security beyond the expected prepayment time,
typically reducing the security's value.

Information risk The risk that key information about a security or market is
inaccurate or unavailable.

Interest rate risk The risk of market losses attributable to changes in interest
rates. With fixed-rate securities, a rise in interest rates typically causes a
fall in values, while a fall in rates typically causes a rise in values.

Leverage risk Associated with securities or practices (such as borrowing) that
multiply small index or market movements into large changes in value.

o  Hedged When a derivative (a security whose value is based on another security
   or index) is used as a hedge against an opposite position that the fund also
   holds, any loss generated by the derivative should be substantially offset by
   gains on the hedged investment, and vice versa. While hedging can reduce or
   eliminate losses, it can also reduce or eliminate gains.
o  Speculative To the extent that a derivative is not used as a hedge, the fund
   is directly exposed to the risks of that derivative. Gains or losses from
   speculative positions in a derivative may be substantially greater than the
   derivative's original cost.

Liquidity risk The risk that certain securities may be difficult or impossible
to sell at the time and the price that the seller would like.

Management risk The risk that a strategy used by a fund's management may fail to
produce the intended result. Common to all mutual funds.

Market risk The risk that the market value of a security may move up and down,
sometimes rapidly and unpredictably. Common to all stocks and bonds and the
mutual funds that invest in them.

Natural event risk The risk of losses attributable to natural disasters, crop
failures and similar events.

Opportunity risk The risk of missing out on an investment opportunity because
the assets necessary to take advantage of it are tied up in less advantageous
investments.

Political risk The risk of losses directly attributable to government or
political actions of any sort.

Prepayment risk The risk that unanticipated prepayments may occur, reducing the
value of mortgage-backed securities.

Valuation risk The risk that a fund has valued certain of its securities at a
higher price than it can sell them for.

- --------------------------------------------------------------------------------
 Analysis of funds with 5% or more in junk bonds(1)
- --------------------------------------------------------------------------------
      Quality rating
      (S&P/Moody's)(2)              Sovereign Balanced Fund

Investment-Grade Bonds
      AAA/Aaa                       17.7%
      AA/Aa                         2.0%
      A/A                           5.1%
      BBB/Baa                       4.2%
      BB/Ba                         2.6%
      B/B                           2.1%
- --------------------------------------------------------------------------------
Junk Bonds
      CCC/Caa                       0.0%
      CC/Ca                         0.0%
      C/C                           0.0%
      % of portfolio in bonds       33.7%

|_| Rated by Standard & Poor's or Moody's
   
(1) Average weighted quality distribution for the most recent fiscal year.
    
(2) In cases where the S&P and Moody's ratings for a given bond issue do not
    agree, the issue has been counted in the higher category.


26 FUND DETAILS

<PAGE>

- --------------------------------------------------------------------------------
Higher-risk securities and practices
- --------------------------------------------------------------------------------

This table shows each fund's investment limitations as a percentage of portfolio
assets. In each case the principal types of risk are listed (see previous page
for definitions). Numbers in this table show allowable usage only; for actual
usage, consult the fund's annual/semi-annual reports.

10 Percent of total assets (italic type) 
10 Percent of net assets (roman type) 
(_) No policy limitation on usage; fund may be using currently 
(_) Permitted, but has not typically been used 
- -- Not permitted

<TABLE>
<CAPTION>
                                                                      Growth
                                                                      and     Independence  Sovereign  Sovereign  Special
                                                                      Income  Equity        Balanced   Investors  Value    Utilities
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>      <C>          <C>         <C>       <C>      <C>
Investment practices

Borrowing; reverse repurchase agreements The borrowing of money
from banks or through reverse repurchase agreements. Leverage,
credit risks.                                                         33.3     33.3         33          --        33.3     33.3

Repurchase agreements The purchase of a security that must later
be sold back to the issuer at the same price plus interest.
Credit risk.                                                          (_)      (_)          (_)         (_)       (_)      (_)

Securities lending The lending of securities to financial
institutions, which provide cash or government securities as
collateral. Credit risk.                                              33       33.3         33.3        33.3      33.3     33.3

Short sales The selling of securities which have been borrowed on
the expectation that the market price will drop.

o  Hedged. Hedged leverage, market, correlation, liquidity,
   opportunity risks.                                                 --       (_)          (_)         (_)       (_)      (_)

o  Speculative. Speculative leverage, market, liquidity risks.        --       (_)          --          --        (_)      --

Short-term trading Selling a security soon after purchase. A
portfolio engag ing in short-term trading will have higher
turnover and transaction expenses. Market risk.                       (_)      (_)          (_)         (_)       (_)      (_)

When-issued securities and forward commitments The purchase or
sale of securities for delivery at a future date; market value
may change before delivery. Market, opportunity, leverage risks.      (_)      (_)          (_)         (_)       (_)      (_)

- ------------------------------------------------------------------------------------------------------------------------------------
Conventional securities

   
Non-investment-grade debt securities Debt securities rated below
BBB/Baa are considered junk bonds. Credit, market, interest rate,
liquidity, valuation and information risks.                           15       --           25          5         15       --
    

Foreign securities Securities issued by foreign companies, as
well as American or European depository receipts, which are
dollar-denominated securities typically issued by American or
European banks and are based on ownership of securities issued by
foreign companies. Market, currency, information, natural event,
political risks.                                                      35       (_)          35          (_)       50       25

Restricted and illiquid securities Securities not traded on the
open market. May include illiquid Rule 144A securities.
Liquidity, valuation, market risks.                                   10       15           15          15        15       15

- --------------------------------------------------------------------------------
Leveraged derivative securities

Financial futures and options; securities and index options
Contracts involving the right or obligation to deliver or receive
assets or money depending on the performance of one or more
assets or an economic index.

   
o  Futures and related options. Interest rate, currency, market,
   hedged or speculative leverage, correlation, liquidity,
   opportunity risks.                                                 (_)      (_)          (_)         --        (_)      (_)
    

o  Options on securities and indices. Interest rate, currency,
   market, hedged or speculative leverage, correlation,
   liquidity, credit, opportunity risks.                              10(1)    (_)          5(1)        5(1)      5(1)     (_)

Currency contracts Contracts involving the right or obligation to
buy or sell a given amount of foreign currency at a specified
price and future date.

o  Hedged. Currency, hedged leverage, correlation, liquidity,
   opportunity risks.                                                 (_)      --            (_)        --        (_)      (_)

o  Speculative. Currency, speculative leverage, liquidity risks.      --       --            --         --        --       --
</TABLE>

(1) Applies to purchased options only.


                                                  FUND DETAILS 27

<PAGE>

For more information
- -----------------------------------------------------------------
Two documents are available that offer further information on John Hancock
growth and income funds:

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS

Includes financial statements, detailed performance information, portfolio
holdings, a statement from portfolio management and the auditor's report.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information on all aspects of the funds. The
current annual/ semi-annual report is included in the SAI.

A current SAI has been filed with the Securities and Exchange
Commission and is incorporated by reference (is legally a part of
this prospectus).

   
To request a free copy of the current 
annual/semi-annual report or SAI, 
please write or call:

John Hancock Signature Services, Inc.
1 John Hancock Way STE 1000
Boston, MA 02217-1000
Telephone: 1-800-225-5291
EASI-Line: 1-800-338-8080
TDD: 1-800-544-6713
Internet: www.jhancock.com/funds
    


[Logo] JOHN HANCOCK FUNDS
       A Global Management Firm
       101 Huntington Avenue
       Boston, Massachusetts 02199-7603

                                               (C) 1996 John Hancock Funds, Inc.
   
                                                                      GINPN 5/97
    

       John Hancock Funds
        Financial Services

<PAGE>

                       JOHN HANCOCK GROWTH AND INCOME FUND

                           CLASS A AND CLASS B SHARES
   
                       STATEMENT OF ADDITIONAL INFORMATION
                                   May 1, 1997

This Statement of Additional Information provides information about John Hancock
Growth and Income Fund (the  "Fund"),  in addition  to the  information  that is
contained in the combined Growth and Income Fund's Prospectus, dated May 1, 1997
(the "Prospectus").  The Fund is a diversified series of John Hancock Investment
Trust (the "Trust").
    
This Statement of Additional Information is not a prospectus.  It should be read
in  conjunction  with the  Prospectus,  a copy of which can be obtained  free of
charge by writing or telephoning:
   
                      John Hancock Signature Services, Inc.
                           1 John Hancock Way STE 1000
                              Boston, MA 02217-1000
                                 1-800-225-5291
    
                                TABLE OF CONTENTS
                                                                        Page
   
Organization of the Trust ..........................................      2
Investment Objectives and Policies .................................      2
Investment Restrictions ............................................     14
Those Responsible for Management ...................................     16
Investment Advisory and Other Services .............................     25
Distribution Contracts .............................................     27
Net Asset Value ....................................................     29
Initial Sales Charge on Class A Shares .............................     30
Deferred Sales Charge on Class B Shares ............................     32
Special Redemptions ................................................     35
Additional Services and Programs ...................................     35
Description of the Fund's Shares ...................................     36
Tax Status .........................................................     37
Calculation of Performance .........................................     42
Brokerage Allocation ...............................................     43
Transfer Agent Services ............................................     45
Custody of Portfolio ...............................................     45
Independent Auditors ...............................................     45
Appendix A-Description of Bond Ratings .............................     A-1
Financial Statements ...............................................     F-1
    


                                       1
<PAGE>

ORGANIZATION OF THE FUND

The  Trust  is  an  open-end  management   investment  company  organized  as  a
Massachusetts  business  trust under a Declaration  of Trust dated  December 12,
1984.  Prior to December 22, 1994, the Fund was called  Transamerica  Growth and
Income Fund.

John Hancock Advisers,  Inc. (the "Adviser") is the Fund's  investment  adviser.
The Adviser is an indirect  wholly-owned  indirect  subsidiary  of John  Hancock
Mutual Life  Insurance  Company  (the "Life  Company"),  chartered  in 1862 with
national headquarters at John Hancock Place, Boston, Massachusetts.

INVESTMENT OBJECTIVE AND POLICIES

The following  information  supplements the discussion of the Fund's  investment
objective and policies discussed in the Prospectus.

The  investment  objective of the Fund is to obtain the highest total return,  a
combination  of  capital  appreciation  and  current  income,   consistent  with
reasonable  safety of  capital.  The Fund  seeks to  achieve  its  objective  by
allocating  its assets  between equity and  fixed-income  securities,  including
money market instruments.  The Fund is designed primarily,  but not exclusively,
for the long-term investor as a base or central investment which may be termed a
"core  portfolio."  While there is no  limitation  as to the  proportion  of the
Fund's portfolio which may be invested in any type of security (unless otherwise
stated below),  the Fund does not intend to concentrate  its  investments in any
particular industry.  Depending upon the judgment of John Hancock Advisers, Inc.
(the "Adviser") as to general market and economic  conditions and other factors,
the  Fund  may  emphasize  growth-oriented  or  income-oriented  investments  at
different times and in varying degrees in pursuit of its objective.

Under normal circumstances, the Fund's equity investments will consist of common
and preferred  stocks which have yielded their holders a dividend  return within
the  preceding  12 months and have the  potential  to increase  dividends in the
future;  however,  non-income  producing  securities may be held for anticipated
increase in value.

The Fund may invest in U.S. Government securities and corporate bonds, notes and
other debt securities of any maturity.

In selecting  equity  securities  for the Fund, the Adviser  emphasizes  issuers
whose equity securities trade at valuation ratios lower than comparable  issuers
or the  Standard & Poor's  Composite  Index.  Some of the  valuation  tools used
include  price to  earnings,  price to cash flow and price to sales  ratios  and
earnings discount models. The Fund's portfolio will also include securities that
the Adviser  considers to have the  potential for capital  appreciation,  due to
potential  recognition  of  earnings  power or asset  value  which is not  fully
reflected in the  securities'  current  market  value.  The Adviser  attempts to
identify investments which possess characteristics, such as high relative value,
intrinsic  value,  going concern  value,  net asset value and  replacement  book
value,  which are believed to limit  sustained  downside  price risk,  generally
referred to as the "margin of safety"  concept.  The Adviser  also  considers an
issuer's financial strength, competitive position, projected future earnings and
dividends and other investment criteria.

The Fund's  investment  policy  reflects  the  Adviser's  belief  that while the
securities markets tend to be efficient, sufficiently persistent price anomalies
exist which the strategically  disciplined  active equity manager can exploit in
seeking to achieve an  above-average  rate of return.  There can be no assurance
that the Fund will achieve its investment objective.

                                       2

<PAGE>

Investment in Foreign Securities. As a matter of non-fundamental policy the Fund
may  invest  up to 25%  (and  up to 35%  during  time  of  adverse  U.S.  market
conditions)  of its total  assets in  securities  of foreign  issuers  including
securities in the form of sponsored or unsponsored  American Depository Receipts
("ADRs"),  European Depository Receipts ("EDRs") or other securities convertible
into securities of foreign issuers. These securities may include debt and equity
securities  of corporate  and  governmental  issuers in countries  with emerging
economies  or  securities  markets.  ADRs are  receipts  typically  issued by an
American bank or trust company which evidence ownership of underlying securities
issued by a  foreign  corporation.  EDRs are  receipts  issued  in Europe  which
evidence a similar  ownership  arrangement.  Issuers of unsponsored ADRs are not
contractually  obligated to disclose material  information,  including financial
information,  in the United States.  Generally, ADRs are designed for use in the
United  States  securities  markets  and EDRs are  designed  for use in European
securities markets.

Risks of Foreign  Securities.  Investments  in foreign  securities may involve a
greater  degree of risk than those in domestic  securities.  There is  generally
less  publicly  available  information  about  foreign  companies in the form of
reports and ratings  similar to those that are  published  about  issuers in the
United  States.  Also,  foreign  issuers  are  generally  not subject to uniform
accounting,  auditing and financial reporting  requirements  comparable to those
applicable to United States issuers.

Because foreign  securities may be denominated in currencies other than the U.S.
dollar,  changes in foreign  currency  exchange rates will affect the fund's net
asset  value,  the value of  dividends  and  interest  earned,  gains and losses
realized on the sale of securities, and any net investment income and gains that
the Fund distributes to shareholders. Securities transactions undertaken in some
foreign markets may not be settled promptly,  so that the Fund's  investments on
foreign  exchanges  may be less  liquid and  subject to the risk of  fluctuating
currency exchange rates pending settlement.

Foreign  securities  will be  purchased  in the best  available  market  whether
through  over-the-counter  markets or exchanges  located in the countries  where
principal  offices of the issuers are located.  Foreign  securities  markets are
generally  not as developed or  efficient as those in the United  States.  While
growing in volume, they usually have substantially less volume than the New York
Stock Exchange,  and securities of some foreign issuers are less liquid and more
volatile than securities of comparable United States issuers.  Fixed commissions
on foreign exchanges are generally higher than negotiated  commissions on United
States exchanges,  although the Fund will endeavor to achieve the most favorable
net results on its portfolio  transactions.  There is generally less  government
supervision and regulation of securities  exchanges,  brokers and listed issuers
than in the United States.

With respect to certain foreign  countries,  there is the possibility of adverse
changes  in  investment   or  exchange   control   regulations,   expropriation,
nationalization or confiscatory taxation, limitations on the removal of funds or
other  assets  of the  Fund,  political  or social  instability,  or  diplomatic
developments  which could affect United States  investments in those  countries.
Moreover,  individual foreign economies may differ favorably or unfavorably from
the United State's economy in terms of growth of gross national product, rate of
inflation,  capital  reinvestment,  resource  self-sufficiently  and  balance of
payments position.

The dividends in some cases,  capital  gains and interest  payable on certain of
the Fund's foreign portfolio securities may be subject to foreign withholding or
other foreign taxes,  thus reducing the net amount of income or gains  available
for distribution to the Fund's shareholders.
   
These risks may be intensified in the case of investments in emerging markets or
countries  with limited or  developing  capital  markets.  These  countries  are

                                       3

<PAGE>

located in the Asia-Pacific region,  Eastern Europe, Latin and South America and
Africa. Security prices in these markets can be significantly more volatile than
in more developed countries,  reflecting the greater  uncertainties of investing
less established markets and economies.  Political, legal and economic structure
in many  of  these  emerging  market  countries  may be  undergoing  significant
evolution and rapid development,  and they may lack the social, political, legal
and  economic  stability  characteristic  of  more  developed  countries.  Their
economies may be  predominantly  based on only a few  industries,  may be highly
vulnerable to changes in local or global trade  conditions,  and may suffer from
extreme and volatile debt burdens or inflation rates.  Local securities  markets
may trade a small number of securities and may be unable to respond  effectively
to  increases  in trading  volume,  potentially  making  prompt  liquidation  of
substantial  holdings difficult or impossible at times. The Fund may be required
to establish  special  custodial or other  arrangements  before  making  certain
investments in those countries. Securities of issuers located in these countries
may have  limited  marketability  and may be subject  to more  abrupt or erratic
price movements.
    
Ratings as Investment  Criteria.  In general,  the ratings of Moody's  Investors
Service,  Inc. ("Moody's") and Standard & Poor's Ratings Group ("S&P") represent
opinions of these agencies as to the quality of the securities  which they rate.
It should be emphasized,  however, that such ratings are relative and subjective
and are not  absolute  standards of quality.  These  ratings will be used by the
Fund as initial  criteria for the selection of portfolio  securities.  Among the
factors which will be considered are the long-term  ability of the issuer to pay
principal and interest and general economic trends.

Subsequent to its purchase by the Fund,  an issue of securities  may cease to be
rated or its rating may be reduced  below the minimum  required  for purchase by
the Fund. Neither of these events will require the sale of the securities by the
Fund,  but the Adviser will consider the event in its  determination  of whether
the Fund should  continue to hold the  securities.  Appendix A contains  further
information concerning the ratings of Moody's and S&P and their significance.
   
Lower  Rated  High  Yield  "High  Risk"  Debt   Obligations.   As  a  matter  of
nonfundamental  policy,  the Fund may invest up to 15% of its net assets in high
yielding,  fixed income  instruments below investment grade; that is, securities
rated as low as Ca by  Moody's  Investors  Service,  Inc.  ("Moody's")  or CC by
Standard & Poor's Ratings Group S&P.

Securities  rated  lower  than Baa by  Moody's  or BBB by  Standard & Poor's are
sometimes  referred to as junk bonds.  The Fund is not  obligated  to dispose of
securities  whose issuers  subsequently  are in default or which are  downgraded
below the  above-stated  ratings.  The credit  ratings of Moody's and Standard &
Poor's,  such as those ratings described here, may not be changed by Moody's and
Standard & Poor's in a timely fashion to reflect subsequent economic events. The
credit  ratings or securities do not reflect an evaluation of market risk.  Debt
obligations rated in the lower ratings categories, or which are unrated, involve
greater  volatility  of  price  and risk of loss of  principal  and  income.  In
addition,  lower ratings  reflect a greater  possibility of an adverse change in
financial  condition affecting the issuer's ability to make payments of interest
and  principal.  The market  price and  liquidity  of lower rated  fixed  income
securities   generally   respond  more  to   short-term   corporate  and  market
developments   than  do  those  of  higher  rated   securities,   because  these
developments are perceived to have a more direct  relationship to the ability of
an issuer of lower rated securities to meet its on going debt  obligations.  The
Adviser  seeks to  minimize  these  risks  through  diversification,  investment
analysis and attention to current  developments  in interest  rates and economic
conditions.

Reduced  volume and  liquidity in the high yield high risk bond  market,  or the
reduced  availability  of  market  quotations,  will make it more  difficult  to
dispose of the bonds and to value  accurately  the Fund's  assets.  The  reduced
availability  of reliable,  objective  data may increase the Fund's  reliance on
management's  judgment in valuing high yield high risk bonds.  In addition,  the

                                       4

<PAGE>

Fund's  investment  in high yield high risk  securities  may be  susceptible  to
adverse  publicity  and  investor  perceptions,  whether  or  not  justified  by
fundamental  factors.  The Fund's  investments,  and  consequently its net asset
value,  will be subject  to the market  fluctuations  and risk  inherent  in all
securities.  Increasing  rate note  securities  are typically  refinanced by the
issuers within a short period of time. The Fund may invest in pay-in-kind  (PIK)
securities,  which pay interest in either cash or additional securities,  at the
issuer's option, for a specified period. The Fund also may invest in zero coupon
bonds,  which have a determined  interest  rate,  but payment of the interest is
deferred  until  maturity  of the  bonds.  Both  types  of  bonds  may  be  more
speculative and subject to greater  fluctuations in value than securities  which
pay interest periodically and in cash, due to changes in interest rates.
    
The market value of debt securities which carry no equity participation  usually
reflects yields  generally  available on securities of similar quality and type.
When such yields decline,  the market value of a portfolio  already  invested at
higher yields can be expected to rise if such  securities are protected  against
early call. In general,  in selecting  securities  for its  portfolio,  the Fund
intends to seek  protection  against  early  call.  Similarly,  when such yields
increase,  the market value of a portfolio  already invested at lower yields can
be expected to decline.  The Fund's  portfolio may include debt securities which
sell at substantial  discounts  from par. These  securities are low coupon bonds
which, during periods of high interest rates, because of their lower acquisition
cost tend to sell on a yield basis approximating current interest rates.

Government  Securities.  As  a  matter  of  nonfundamental  policy,  the  Fund's
investments in fixed income securities may include U.S.  Government  securities,
which  are  obligations  issued or  guaranteed  by the U.S.  Government  and its
agencies, authorities or instrumentalities.  Certain U.S. Government securities,
including U.S. Treasury bills, notes and bonds, and Government National Mortgage
Association  certificates  ("Ginnie Maes"),  are supported by the full faith and
credit of the United States.  Certain other U.S. Government securities issued or
guaranteed by Federal  agencies or  government  sponsored  enterprises,  are not
supported  by the  full  faith  and  credit  of the  United  States,  but may be
supported  by the right of the issuer to borrow  from the U.S.  Treasury.  These
securities  include  obligations  of the Federal Home Loan Mortgage  Corporation
("Freddie   Macs"),   and   obligations   supported   by  the   credit   of  the
instrumentality,  such as Federal National  Mortgage  Association bonds ("Fannie
Maes").  No  assurance  can be  given  that  the U.S.  Government  will  provide
financial support to such Federal agencies,  authorities,  instrumentalities and
government sponsored enterprises in the future.

Short-Term Bank and Corporate Obligations. As a matter of nonfundamental policy,
the Fund's  investments in short-term  investment  grade  securities may include
depository-type obligations of banks and savings and loan associations and other
high quality money market  instruments  consisting of short-term  obligations of
the U.S.  Government or its agencies and commercial  paper rated at least P-1 by
Moody's or A-1 by  Standard & Poor's.  Commercial  paper  represents  short-term
unsecured  promissory  notes  issued  in  bearer  form by banks or bank  holding
companies,  corporations and finance companies.  Depository-type  obligations in
which the Fund may invest include certificates of deposit,  bankers' acceptances
and fixed time deposits.  Certificates  of deposit are  negotiable  certificates
issued  against funds  deposited in a commercial  bank for a definite  period of
time and earning a specified return.

Bankers' acceptances are negotiable drafts or bills of exchange,  normally drawn
by an importer or exporter to pay for specific merchandise, which are "accepted"
by a bank, meaning, in effect, that the bank  unconditionally  agrees to pay the
face  value  of the  instrument  at  maturity.  Fixed  time  deposits  are  bank
obligations  payable at a stated  maturity date and bearing  interest at a fixed
rate. Fixed time deposits may be withdrawn on demand by the investor, but may be
subject  to  early  withdrawal   penalties  which  vary  depending  upon  market
conditions  and  the  remaining  maturity  of  the  obligation.   There  are  no
contractual  restrictions  on the right to transfer a  beneficial  interest in a

                                       5

<PAGE>

fixed  time  deposit  to a third  party,  although  there is no market  for such
deposits.  Bank notes and bankers'  acceptances  rank junior to domestic deposit
liabilities of the bank and pari passu with other senior,  unsecured obligations
of the bank.  Bank  notes  are not  insured  by the  Federal  Deposit  Insurance
Corporation  or any other  insurer.  Deposit  notes are  insured by the  Federal
Deposit  Insurance  Corporation only to the extent of $100,000 per depositor per
bank.

Repurchase  Agreements.  In a repurchase agreement the Fund buy a security for a
relatively  short  period  (usually  not more than  seven  days)  subject to the
obligation  to sell it back to the issuer at a fixed time and price plus accrued
interest.  The Fund will enter into repurchase agreements only with member banks
of the Federal  Reserve  System and with  "primary  dealers" in U.S.  Government
securities.  The Adviser will continuously  monitor the  creditworthiness of the
parties with whom the Fund enters into repurchase agreements.

The Fund has  established a procedure  providing that the securities  serving as
collateral  for  each  repurchase  agreement  must be  delivered  to the  Fund's
custodian  either  physically or in book-entry form and that the collateral must
be marked to market  daily to ensure  that each  repurchase  agreement  is fully
collateralized  at all times.  In the event of  bankruptcy or other default by a
seller  of  a  repurchase  agreement,   the  Fund  could  experience  delays  in
liquidating the underlying securities and could experience losses, including the
possible decline in the value of the underlying  securities during the period in
which the Fund seeks to enforce its rights thereto, possible subnormal levels of
income decline in value of the underlying securities or lack of access to income
during this  period,  as well as the expense of enforcing  its rights.  The Fund
will not invest in a repurchase  agreement  maturing in more than seven days, if
such  investment,  together  with  other  illiquid  securities  held by the Fund
(including restricted securities) would exceed 10% of the Fund's net assets.

Reverse Repurchase  Agreements.  The Fund may also enter into reverse repurchase
agreements  which  involve the sale of U.S.  Government  securities  held in its
portfolio to a bank with an agreement that the Fund will buy back the securities
at a fixed  future  date at a fixed  price plus an agreed  amount of  "interest"
which may be reflected in the repurchase price.  Reverse  repurchase  agreements
are  considered  to be  borrowings by the Fund.  Reverse  repurchase  agreements
involve the risk that the market value of securities  purchased by the Fund with
proceeds  of the  transaction  may  decline  below the  repurchase  price of the
securities  sold by the Fund which it is obligated to repurchase.  The Fund will
also  continue to be subject to the risk of a decline in the market value of the
securities sold under the agreements  because it will reacquire those securities
upon effecting  their  repurchase.  To minimize  various risks  associated  with
reverse  repurchase  agreements,  the Fund will  establish  and  maintain of the
Fund's custodian separate account  consisting of liquid securities,  of any type
or  maturity,  an  amount  at  least  equal  to the  repurchase  process  of the
securities (plus any accrued interest  thereon) under such agreements.  The Fund
will not enter into reverse repurchase  agreements exceeding in the aggregate 33
1/3% of the market value of its total  assets.  In  addition,  the Fund will not
purchase  additional  securities while any borrowings are outstanding.  The Fund
will enter into reverse repurchase  agreements only with federally insured banks
or  savings  and loan  associations  which  are  approved  in  advance  as being
creditworthy by the Trustees.  Under procedures established by the Trustees, the
Adviser will monitor the creditworthiness of the banks involved.

Foreign Currency Transactions. As a matter of nonfundamental policy, the foreign
currency  exchange  transactions  of the Fund may be  conducted on a spot (i.e.,
cash) basis at the spot rate for  purchasing or selling  currency  prevailing in
the foreign  exchange  market.  The Fund may enter into forward foreign currency
exchange contracts  involving  currencies of the different countries in which it
may invest as a hedge against  possible  variations in the foreign exchange rate
between these currencies. This is accomplished through contractual agreements to
purchase or sell a specified  currency at a specified  future date and price set
at the time of the contract.  The Fund's  dealings in forward  foreign  currency

                                       6

<PAGE>

contracts will be limited to hedging either  specific  transactions or portfolio
positions.  The Fund  will not  attempt  to hedge all of its  foreign  portfolio
positions and will not engage in speculative forward currency transactions.

If the Fund enters into a forward  contract to purchase  foreign  currency,  its
custodian will segregate cash or liquid securities,  of any type or maturity, in
a separate  account of the Fund in an amount  necessary  to complete the forward
contract.  These assets will be marked to market daily, and, if the value of the
assets in the separate account  declines,  additional cash or liquid assets will
be added so that the value of the account will equal to the amount of the Fund's
commitments in purchased forward contracts.

Hedging  against  a  decline  in  the  value  of  currency  does  not  eliminate
fluctuations  in the prices of  portfolio  securities  or prevent  losses if the
prices  of  such  securities  decline.  These  transactions  also  preclude  the
opportunity for gain if the value of the hedged currency rises. Moreover, it may
not be possible for the Fund to hedge against a devaluation that is so generally
anticipated  that the Fund is not able to  contract  to sell the  currency  at a
price above the devaluation level it anticipates.

The cost to the Fund of  engaging  in  foreign  currency  exchange  transactions
varies with such  factors as the currency  involved,  the length of the contract
period and the market conditions then prevailing.  Since transactions in foreign
currency are usually  conducted on a principal basis, no fees or commissions are
involved.
   
Options on Securities,  Securities  Indices and Currency.  The Fund may purchase
and write (sell) call and put options on any  securities in which it may invest,
or on any  securities  index based on  securities  in which it may invest or any
currency in which Fund  investments  may be  denominated.  These  options may be
listed on national domestic securities exchanges or foreign securities exchanges
or traded in the  over-the-counter  market.  The Fund may write  covered put and
call  options and purchase put and call  options or  securities  and  securities
indices to enhance  total  return,  as a substitute  for the purchase or sale of
securities or currency, or to protect against declines in the value of portfolio
securities and against increases in the cost of securities to be acquired.
The Fund may purchase and write currency options only for hedging purposes.

The Fund will not  purchase a call or put option if as a result the premium paid
for the option,  together  with  premiums  paid for all other stock  options and
options on stock  indexes then held by the Fund,  exceed 10% of the Fund's total
net assets.  In addition,  the Fund may not write put options on  securities  or
securities indices with aggregate exercise prices in excess of 50% of the Fund's
total net assets  measured  at the Fund's net asset value at the time the option
is written.

Writing Covered Options.  A call option on securities or currency written by the
Fund obligates the Fund to sell  specified  securities or currency to the holder
of the option at a specified price if the option is exercised at any time before
the expiration  date. A put option on securities or currency written by the Fund
obligates the Fund to purchase specified  securities or currency from the option
holder at a specified  price if the option is  exercised  at any time before the
expiration  date.  Options  on  securities  indices  are  similar  to options on
securities,  except that the exercise of securities  index options requires cash
settlement  payments  and  does  not  involve  the  actual  purchase  or sale of
securities. In addition,  securities index options are designed to reflect price
fluctuations in a group of securities or segment of the securities market rather
than price  fluctuations in a single security.  Writing covered call options may
deprive  the Fund of the  opportunity  to profit  from an increase in the market

                                       7

<PAGE>

price of the securities or foreign  currency  assets in its  portfolio.  Writing
covered put options  may  deprive the Fund of the  opportunity  to profit from a
decrease in the market price of the securities or foreign  currency assets to be
acquired for its portfolio.

The Fund may not  write  uncovered  options.  The Fund  will  write  listed  and
over-the-counter  call options  only if they are  covered,  which means that the
Fund owns or has the immediate  right to acquire the  securities  underlying the
options  without  additional cash  consideration  upon conversion or exchange of
other  securities  held in its portfolio.  A call option written by the Fund may
also be "covered" if the Fund holds in a  share-for-share  basis a covering call
on the same securities where (i) the exercise price of the covering call held is
(a) equal to the  exercise  price of the call  written or (b)  greater  than the
exercise price of the call written,  if the difference is maintained by the Fund
in cash,  U.S.  Treasury  bills  or high  grade  liquid  debt  obligations  in a
segregated account with the Fund's custodian, and (ii) the covering call expires
at the same time as the call written.

The  Fund  will  write  put  options  on  indices  only if they are  covered  by
segregating   with  the  Fund's  custodian  an  amount  of  cash  or  short-term
investments  equal to the  aggregate  exercise  prices of such put options or an
offsetting  option.  In additional,  the Fund will write call options on indices
only if, on the date on which any such options is written,  it holds  securities
qualified to serve as "cover" under the applicable rules of national  securities
exchanges or maintains in a segregated  account an amount of cash or  short-term
investments  equal to the aggregate  exercise  price of such call options with a
value at least  equal to the  value of the  index  times  the  multiplier  or an
offsetting option.

The Fund may  terminate  its  obligations  under an exchange  traded call or put
option by purchasing an option identical to the one it has written.  Obligations
under  over-the-counter  options  may be  terminated  only by  entering  into an
offsetting  transaction with the counterparty to such option. Such purchases are
referred to as "closing purchase transactions."

Purchasing   Options.   The  Fund  would  normally   purchase  call  options  in
anticipation  of an  increase,  or put  options  in  anticipation  of a decrease
("protective  puts") in the market value of securities or currencies of the type
in which it may invest. The Fund may also sell call and put options to close out
its purchased options.

The purchase of a call option would  entitle the Fund, in return for the premium
paid, to purchase  specified  securities or currency at a specified price during
the option period. The Fund would ordinarily realize a gain on the purchase of a
call  option if,  during  the option  period,  the value of such  securities  or
currency  exceeded  the  sum  of  the  exercise  price,  the  premium  paid  and
transaction costs;  otherwise the Fund would realize either no gain or a loss on
the purchase of the call option.

The purchase of a put option would entitle the Fund, in exchange for the premium
paid, to sell specified  securities or currency at a specified  price during the
option  period.  The purchase of protective  puts is designed to offset or hedge
against a decline in the market value of the Fund's portfolio  securities or the
currencies in which they are  denominated.  Put options may also be purchased by
the Fund for the purpose of affirmatively benefiting from a decline in the price
of  securities or  currencies  which it does not own. The Fund would  ordinarily
realize  a gain if,  during  the  option  period,  the  value of the  underlying
securities or currency  decreased below the exercise price sufficiently to cover
the premium and  transaction  costs;  otherwise the Fund would realize either no
gain or a loss on the  purchase  of the put  option.  Gains  and  losses  on the
purchase of put options may be offset by countervailing  changes in the value of
the Fund's portfolio securities.

The Fund's options  transactions  will be subject to limitations  established by
each of the exchanges, boards of trade or other trading facilities on which such
options are traded.  These  limitations  govern the maximum number of options in

                                       8

<PAGE>

each class which may be written or  purchased  by a single  investor or group of
investors  acting in concert,  regardless  of whether the options are written or
purchased on the same or different  exchanges,  boards of trade or other trading
facilities or are held or written in one or more accounts or through one or more
brokers. Thus, the number of options which the Fund may write or purchase may be
affected by options written or purchased by other investment advisory clients of
the Adviser. An exchange, board of trade or other trading facility may order the
liquidation  of  positions  found to be in  excess of these  limits,  and it may
impose certain other sanctions.

Risks Associated with Options Transactions.  There is no assurance that a liquid
secondary  market on a domestic or foreign  options  exchange will exist for any
particular  exchange-traded  option or at any  particular  time.  If the Fund is
unable to effect a closing purchase  transaction with respect to covered options
it has written,  the Fund will not be able to sell the underlying  securities or
currencies  or dispose of assets held in a segregated  account until the options
expire or are  exercised.  Similarly,  if the Fund is unable to effect a closing
sale  transaction  with  respect to options it has  purchased,  it would have to
exercise  the options in order to realize any profit and will incur  transaction
costs upon the purchase or sale of underlying securities or currencies.

Reasons for the absence of a liquid  secondary market on an exchange include the
following:  (i) there may be insufficient  trading  interest in certain options;
(ii)  restrictions  may be imposed by an  exchange  on opening  transactions  or
closing  transactions  or  both;  (iii)  trading  halts,  suspensions  or  other
restrictions  may be imposed  with  respect to  particular  classes or series of
options;   (iv)  unusual  or  unforeseen   circumstances  may  interrupt  normal
operations  on an  exchange;  (v) the  facilities  of an exchange or the Options
Clearing  Corporation may not at all times be adequate to handle current trading
volume;  or (vi) one or more  exchanges  could,  for economic or other  reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a  particular  class or series of  options),  in which  event the  secondary
market on that  exchange (or in that class or series of options)  would cease to
exist although  outstanding options on that exchange that had been issued by the
Options  Clearing  Corporation  as a result  of trades  on that  exchange  would
continue to be exercisable in accordance with their terms.

The Fund's  ability to terminate  over-the-counter  options is more limited than
with  exchange-traded  options  and may  involve  the risk  that  broker-dealers
participating  in such  transactions  will not fulfill  their  obligations.  The
Adviser  will  determine  the  liquidity  of  each  over-the-counter  option  in
accordance with guidelines adopted by the Trustees.  In addition,  the Fund will
acquire  only  those OTC  options  for which  management  believes  the Fund can
receive on each  business day two separate  bids or offers (one of which will be
from an entity other than a party to the option) or those  options  valued by an
independent pricing service.  Each Fund will write and purchase OTC options only
with member  banks of the  Federal  Reserve  System and primary  dealers in U.S.
Government  securities  or their  affiliates  which have capital of at least $50
million or whose  obligations  are  guaranteed by an entity having capital of at
least $50 million.

The  writing  and  purchase of options is a highly  specialized  activity  which
involves  investment  techniques and risks different from those  associated with
ordinary  portfolio  securities  transactions.  The  successful  use of  options
depends in part on the Adviser's  ability to predict  future price  fluctuations
and, for hedging transactions, the degree of correlation between the options and
securities or currency markets.

Futures  Contracts and Options on Futures  Contracts.  To seek to increase total
return or hedge against changes in interest rates, securities prices or currency
exchange  rates,  the  Fund  may  purchase  and sell  various  kinds of  futures
contracts,  and  purchase  and  write  call and put  options  on  these  futures
contracts.  The Fund may also enter into closing purchase and sale  transactions
with respect to any of these contracts and options. The futures contracts may be

                                       9

<PAGE>

based on various  securities (such as U.S.  Government  securities),  securities
indices, foreign currencies and any other financial instruments and indices. All
futures  contracts  entered  into by the  Fund are  traded  on U.S.  or  foreign
exchanges  or boards of trade that are  licensed,  regulated  or approved by the
Commodity Futures Trading Commission ("CFTC").

Futures Contracts. A futures contract may generally be described as an agreement
between  two  parties  to buy  and  sell  particular  financial  instruments  or
currencies  for an agreed  price  during a  designated  month (or to deliver the
final cash settlement  price, in the case of a contract  relating to an index or
otherwise  not  calling  for  physical  delivery  at the end of  trading  in the
contract).

Positions taken in the futures markets are not normally held to maturity but are
instead liquidated through offsetting  transactions which may result in a profit
or a loss.  While  futures  contracts on  securities or currency will usually be
liquidated in this manner,  the Fund may instead make, or take,  delivery of the
underlying securities or currency whenever it appears economically  advantageous
to do so. A clearing  corporation  associated with the exchange on which futures
contracts are traded  guarantees  that, if still open, the sale or purchase will
be performed on the settlement date.

Hedging  and Other  Strategies.  Hedging is an attempt  to  establish  with more
certainty than would otherwise be possible the effective price or rate of return
on portfolio  securities or securities  that the Fund proposes to acquire or the
exchange  rate of  currencies  in  which  portfolio  securities  are  quoted  or
denominated.  When interest  rates are rising or securities  prices are falling,
the Fund can seek to offset a  decline  in the  value of its  current  portfolio
securities  through  the sale of  futures  contracts.  When  interest  rates are
falling or  securities  prices are rising,  the Fund,  through  the  purchase of
futures contracts, can attempt to secure better rates or prices than might later
be available in the market when it effects anticipated  purchases.  The Fund may
seek to  offset  anticipated  changes  in the value of a  currency  in which its
portfolio securities,  or securities that it intends to purchase,  are quoted or
denominated by purchasing and selling futures contracts on such currencies.

The Fund may,  for  example,  take a "short"  position in the futures  market by
selling futures  contracts in an attempt to hedge against an anticipated rise in
interest  rates or a decline  in market  prices or foreign  currency  rates that
would adversely affect the dollar]value of the Fund's portfolio securities. Such
futures  contracts may include  contracts for the future  delivery of securities
held by the Fund or  securities  with  characteristics  similar  to those of the
Fund's portfolio securities.  Similarly,  the Fund may sell futures contracts on
any currencies in which its portfolio securities are quoted or denominated or in
one  currency  to  hedge  against   fluctuations  in  the  value  of  securities
denominated  in a  different  currency  if  there is an  established  historical
pattern of correlation between the two currencies.

If, in the opinion of the Adviser,  there is a sufficient  degree of correlation
between price trends for the Fund's portfolio  securities and futures  contracts
based on other financial  instruments,  securities indices or other indices, the
Fund may also enter into such futures contracts as part of its hedging strategy.
Although under some  circumstances  prices of securities in the Fund's portfolio
may be more or less volatile than prices of such futures contracts,  the Adviser
will  attempt to  estimate  the extent of this  volatility  difference  based on
historical patterns and compensate for any differential by having the Fund enter
into a greater or lesser number of futures contracts or by attempting to achieve
only a partial  hedge  against  price  changes  affecting  the Fund's  portfolio
securities.

When a short hedging  position is successful,  any  depreciation in the value of
portfolio  securities will be substantially  offset by appreciation in the value
of the futures position.  On the other hand, any  unanticipated  appreciation in

                                       10

<PAGE>

the value of the Fund's portfolio  securities would be substantially offset by a
decline in the value of the futures position.

On other  occasions,  the Fund may take a "long" position by purchasing  futures
contracts.  This  would be done,  for  example,  when the Fund  anticipates  the
subsequent purchase of particular securities when it has the necessary cash, but
expects the prices or currency  exchange  rates then available in the applicable
market to be less favorable than prices that are currently  available.  The Fund
may  also  purchase  futures  contracts  as a  substitute  for  transactions  in
securities or foreign currency,  to alter the investment  characteristics  of or
currency exposure  associated  with]portfolio  securities or to gain or increase
its exposure to a particular securities market or currency.

Options on Futures Contracts. The Fund may purchase and write options on futures
for the same purposes as its transactions in futures contracts.  The purchase of
put and call options on futures  contracts will give the Fund the right (but not
the obligation) for a specified price to sell or to purchase,  respectively, the
underlying  futures  contract  at any time  during  the  option  period.  As the
purchaser  of an option on a futures  contract,  the Fund obtains the benefit of
the futures position if prices move in a favorable direction but limits its risk
of loss in the event of an unfavorable price movement to the loss of the premium
and transaction costs.

The writing of a call option on a futures contract generates a premium which may
partially offset a decline in the value of the Fund's assets.  By writing a call
option, the Fund becomes  obligated,  in exchange for the premium (upon exercise
of the option) to sell a futures contract if the option is exercised,  which may
have a value higher than the exercise  price.  Conversely,  the writing of a put
option on a futures  contract  generates a premium which may partially offset an
increase in the price of securities that the Fund intends to purchase.  However,
the Fund becomes  obligated  (upon exercise of the option) to purchase a futures
contract  if the  option is  exercised,  which may have a value  lower  than the
exercise  price.  The loss incurred by the Fund in writing options on futures is
potentially unlimited and may exceed the amount of the premium received.

The  holder or writer of an option  on a  futures  contract  may  terminate  its
position by selling or purchasing an offsetting option of the same series. There
is no guarantee  that such  closing  transactions  can be  effected.  The Fund's
ability to establish  and close out positions on such options will be subject to
the development and maintenance of a liquid market.

Other  Considerations.  The Fund will  engage in  futures  and  related  options
transactions  either for bona fide hedging purposes or to seek to increase total
return as  permitted by the CFTC.  To the extent that the Fund is using  futures
and related  options for hedging  purposes,  futures  contracts  will be sold to
protect  against a decline in the price of securities  (or the currency in which
they are quoted or denominated)  that the Fund owns or futures contracts will be
purchased to protect the Fund against an increase in the price of securities (or
the  currency in which they are quoted or  denominated)  it intends to purchase.
The Fund will determine that the price fluctuations in the futures contracts and
options on futures used for hedging purposes are substantially  related to price
fluctuations in securities  held by the Fund or securities or instruments  which
it expects to purchase. As evidence of its hedging intent, the Fund expects that
on 75% or more of the  occasions  on  which it takes a long  futures  or  option
position  (involving  the  purchase  of futures  contracts),  the Fund will have
purchased,  or will be in the  process  of  purchasing,  equivalent  amounts  of
related  securities (or assets  denominated in the related currency) in the cash
market at the time when the futures or option  position is closed out.  However,
in particular cases, when it is economically advantageous for the Fund to do so,
a long futures  position may be terminated  or an option may expire  without the
corresponding purchase of securities or other assets.

To the  extent  that the Fund  engages  in  nonhedging  transactions  in futures
contracts  and options on futures,  the  aggregate  initial  margin and premiums
required to establish these  nonhedging  positions will not exceed 5% of the net

                                       11

<PAGE>

asset  value of the Fund's  portfolio,  after  taking  into  account  unrealized
profits and losses on any such  positions and excluding the amount by which such
options  were  in-the-money  at the time of  purchase.  The Fund will  engage in
transactions  in futures  contracts and related  options only to the extent such
transactions  are consistent with the  requirements of the Internal Revenue Code
of 1986,  as amended (the  "Code"),  for  maintaining  its  qualifications  as a
regulated investment company for federal income tax purposes.

Transactions  in futures  contracts  and  options on futures  involve  brokerage
costs,  require  margin  deposits  and,  in the case of  contracts  and  options
obligating the Fund to purchase  securities or  currencies,  require the Fund to
establish with the custodian a segregated  account  consisting of cash or liquid
securities  in an amount equal to the  underlying  value of such  contracts  and
options.

While  transactions  in futures  contracts  and  options  on futures  may reduce
certain risks,  these  transactions  themselves  entail certain other risks. For
example,  unanticipated changes in interest rates, securities prices or currency
exchange rates may result in a poorer overall  performance  for the Fund than if
it had not entered into any futures contracts or options transactions.

Perfect correlation between the Fund's futures positions and portfolio positions
will be  impossible  to  achieve.  There are no  futures  contracts  based  upon
individual  securities,  except  certain U.S.  Government  securities.  The only
futures contracts available to hedge the Fund's portfolio are various futures on
U.S. Government  securities,  securities indices and foreign currencies.  In the
event of an  imperfect  correlation  between a futures  position and a portfolio
position  which is intended to be protected,  the desired  protection may not be
obtained  and the Fund may be exposed to risk of loss.  In  addition,  it is not
possible to hedge fully or protect against currency  fluctuations  affecting the
value of securities  denominated in foreign currencies because the value of such
securities is likely to fluctuate as a result of independent factors not related
to currency fluctuations.

Some futures  contracts or options on futures may become  illiquid under adverse
market conditions. In addition, during periods of market volatility, a commodity
exchange may suspend or limit trading in a futures  contract or related  option,
which may make the  instrument  temporarily  illiquid  and  difficult  to price.
Commodity exchanges may also establish daily limits on the amount that the price
of a  futures  contract  or  related  option  can vary from the  previous  day's
settlement  price.  Once the daily limit is reached,  no trades may be made that
day at a price  beyond the limit.  This may  prevent  the Fund from  closing out
positions and limiting its losses.
    
Restricted  Securities.  As a matter of nonfundamental policy, the Fund will not
invest more than 10% of its total assets in securities  that are not  registered
("restricted  securities")  under the  Securities  Act of 1933 (the "1933 Act"),
including  commercial  paper  issued in reliance on section 4(2) of the 1933 Act
and securities offered and sold to "qualified  institutional  buyers" under Rule
144A under the 1933 Act. In addition, as a matter of nonfundamental  policy, the
Fund will not invest more than 10% of its net assets in illiquid investments. If
the Trustees  determines,  based upon a continuing review of the trading markets
for specific section 4(2) paper or Rule 144A securities,  that are liquid,  they
will not be subject to the 10% limit on illiquid  investments.  The Trustees may
adopt  guidelines  and delegate to the Adviser the daily function of determining
and monitoring the liquidity of restricted  securities.  The Trustees,  however,
will  retain  sufficient  oversight  and  be  ultimately   responsible  for  the
determinations.  The Trustees will carefully  monitor the Fund's  investments in
these  securities,   focusing  on  such  important  factors,  among  others,  as
valuation,  liquidity and availability of information.  This investment practice
could  have the effect of  increasing  the level of  illiquidity  in the Fund if
qualified  institutional  buyers  become for a time  uninterested  in purchasing
these restricted securities.

                                       12

<PAGE>

Lending  of  Securities.  The Fund may lend  portfolio  securities  to  brokers,
dealers,  and financial  institutions if the loan is  collateralized  by cash or
U.S. Government securities according to applicable regulatory requirements.  The
Fund may reinvest any cash collateral in short-term  securities and money market
funds.  When the  Fund  lends  portfolio  securities,  there is a risk  that the
borrower may fail to return the  securities  involved in the  transaction.  As a
result, the Fund may incur a loss or, in the event of the borrower's bankruptcy,
the Fund may be delayed in or prevented from  liquidating  the  collateral.  The
Fund may not lend portfolio securities having a total value exceeding 33% of its
total assets.
   
Rights  and  Warrants.  The Fund may  purchase  warrants  and  rights  which are
securities  permitting,  but  not  obligating,  their  holder  to  purchase  the
underlying securities at a predetermined price, subject to the Fund's Investment
Restrictions.  Generally,  warrants and stock purchase  rights do not carry with
them the right to receive  dividends or exercise  voting  rights with respect to
the underlying securities, and they do not represent any rights in the assets of
the issuer.  As a result, an investment in warrants and rights may be considered
to entail greater  investment risk than certain other types of  investments.  In
addition,  the value of warrants and rights does not necessarily change with the
value of the underlying securities, and they cease to have value if they are not
exercised  on or prior to their  expiration  date.  Investment  in warrants  and
rights increase the potential  profit or loss to be realized from the investment
of a given  amount of the Fund's  assets as  compared  with  investing  the same
amount  in the  underlying  stock.  No such  purchase  will be made by the Fund,
however,  if the Fund's holdings of warrants (valued at lower of cost or market)
would  exceed  5% of the  value of the  Fund's  net  assets  as a result  of the
purchase.  In addition,  the Fund will not purchase  rights or warrants which is
not listed on the New York or  American  Stock  Exchange of the  purchase  would
result in the Fund's only unlisted warrants on an amount exceed of 2% of its net
assets.
    
Forward Commitment and When-Issued Securities.  The Fund may purchase securities
on a when-issued or forward commitment basis. "When-issued" refers to securities
whose terms are available and for which a market exists, but which have not been
issued.  The Fund will  engage  in  when-issued  transactions  with  respect  to
securities  purchased for its portfolio in order to obtain what is considered to
be an  advantageous  price  and  yield  at  the  time  of the  transaction.  For
when-issued  transactions,  no payment is made until  delivery  is due,  often a
month or more after the purchase. In a forward commitment transaction,  the Fund
contracts  to  purchase  securities  for a fixed  price at a future  date beyond
customary settlement time.

When the Fund engages in forward  commitment  and  when-issued  transactions  it
relies on the seller to consummate the transaction. The failure of the issuer or
seller to  consummate  the  transaction  may  result in the  Fund's  losing  the
opportunity  to obtain a price  and yield  considered  to be  advantageous.  The
purchase  of  securities  on a  when-issued  or  forward  commitment  basis also
involves a risk of loss if the value of the  security to be  purchased  declines
prior to the settlement date.

On the date the Fund  enters  into an  agreement  to  purchase  securities  on a
when-issued or forward  commitment  basis, the Fund will segregate in a separate
account cash or liquid  securities,  of any type or maturity,  equal in value to
the  Fund's  commitment.  These  assets  will be  valued  daily at  market,  and
additional  cash or securities  will be segregated in a separate  account to the
extent  that the total  value of the assets in the  account  declines  below the
amount of the when-issued  commitments.  Alternatively,  the Fund may enter into
offsetting contracts for the forward sale of other securities that it owns.

Short-Term Trading and Portfolio Turnover. Short-term trading means the purchase
and subsequent sale of a security after it has been held for a relatively  brief
period of time.  As a matter of  nonfundamental  policy,  the Fund may engage in

                                       13

<PAGE>

short-term trading in response to stock market  conditions,  changes in interest
rates or other economic trends and  developments,  or to take advantage of yield
disparities  between various fixed income securities in order to realize capital
gains or improve  income.  Short-term  trading may have the effect of increasing
the Fund's portfolio  turnover rate. A high rate of portfolio  turnover (100% or
greater) involves  correspondingly  greater  brokerage  expenses and may make it
more  difficult  for the Fund to qualify as a regulated  investment  company for
Federal income tax purposes.  The Fund's portfolio turnover rate is set forth in
the table under the caption "Financial Highlights" in the Prospectus.

INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions.  The following investment restrictions will
not be  changed  without  the  approval  of the  holders  of a  majority  of the
outstanding  shares of the Fund. A majority for this purpose  means  approval by
the lesser of: (1) the holders of 67% or more of the Fund's  shares  represented
at a meeting if more than 50% of the Fund's  outstanding  shares are  present in
person  or by  proxy  at  that  meeting  or (2)  more  than  50%  of the  Fund's
outstanding shares.

         The Fund may not:

         1.       Invest in real  estate  (including  interests  in real  estate
                  investment trusts) or commodities.

         2.       Invest in a company  having a record of less than three years'
                  continuous operation,  which may include the operations of any
                  predecessor  company or  enterprise  to which the  company has
                  succeeded by merger, consolidation, reorganization or purchase
                  of assets.

         3.       Buy securities on margin or sell short.

         4.       Purchase  securities  of a  company  in which any  officer  or
                  trustee of the Trust or the  Adviser  owns  beneficially  more
                  than of 1% of the  securities  of such  company  and all  such
                  officers and trustees own  beneficially  in the aggregate more
                  than 5% of the securities of such company.

         5.       Borrow money except for temporary or emergency  purposes,  and
                  then not in excess of 10% of its gross  assets  taken at cost.
                  Assets taken at market may not be pledged to an extent greater
                  than 15% of gross  assets taken at cost  (although  this would
                  permit  the  Fund  to  pledge,  mortgage  or  hypothecate  its
                  portfolio  securities  to the extent  that the  percentage  of
                  pledged  securities  would exceed 10% of the offering price of
                  the Fund's shares,  it will not do so as a matter of operating
                  policy in order to  comply  with  certain  state  statutes  or
                  investment  restrictions);  any such  loan must be from a bank
                  and the value of the Fund's assets,  including the proceeds of
                  the loan, less other liabilities of the Fund, must be at least
                  three  times the  amount of the loan.  (Although  the Fund has
                  never borrowed any money or pledged any portion of its assets,
                  and has no  intention  of doing  so,  in the  event  that such
                  borrowing became  necessary,  the Fund expects that additional
                  portfolio   securities   would  not  be  purchased  while  the
                  borrowing is outstanding). The borrowing restriction set forth
                  above  does  not  prohibit  the  use  of  reverse   repurchase
                  agreements,  in an amount  (including any  borrowings)  not to
                  exceed 33 1/3% of net assets.

         6.       Make  loans  to any of its  officers  or  trustees,  or to any
                  firms,   corporations  or  syndicates  in  which  officers  or
                  trustees  of the Trust have an  aggregate  interest  of 10% or

                                       14

<PAGE>

                  more.  It is the  intention  of the Trust not to make loans of
                  any  nature,   except  the  Fund  may  enter  into  repurchase
                  agreements and lend its portfolio  securities (as permitted by
                  the  Investment  Company  Act of  1940) as  referred  to under
                  "Investment  Objectives and Policies" above. In addition,  the
                  purchase  of a  portion  of  an  issue  of a  publicly  issued
                  corporate  debt security is not considered to be the making of
                  a loan.

         7.       Purchase any  securities,  other than  obligations of domestic
                  banks  or  of  the  U.S.   Government,   or  its  agencies  or
                  instrumentalities,  if as a result of such  purchase more than
                  25% of the value of the Fund's  total assets would be invested
                  in the securities of issuers in any one industry.

         8.       Issue senior  securities as defined in the Investment  Company
                  Act of 1940,  as  amended  (the  "1940  Act"),  and the  rules
                  thereunder;  except  insofar as the Fund may be deemed to have
                  issued  a  senior  security  by  reason  of  entering  into  a
                  repurchase agreement or engaging in permitted borrowings.

         9.       Purchase  securities  which will result in the Fund's holdings
                  of the  issuer  thereof to be more than 5% of the value of the
                  Fund's total assets (exclusive of U.S. Government securities).

         10.      Purchase  more than 10% of the voting  securities of any class
                  of securities of any one issuer.

Nonfundamental Investment Restriction. The following restrictions are designated
as  nonfundamental  and may be  changed  by the  Trustees  with the  shareholder
approval.

The Fund may not purchase a security  if, as a result,  (i) more than 10% of the
Fund's  total  assets would be invested in the  securities  of other  investment
companies, (ii) the Fund would hold more than 3% of the total outstanding voting
securities of any one  investment  company,  or (iii) more than 5% of the Fund's
total assets would be invested in the securities of any one investment  company.
These  limitations  do not  apply  to (a) the  investment  of  cash  collateral,
received by the Fund in connection with lending the Fund's portfolio securities,
in the securities of open-end investment companies or (b) the purchase of shares
of  any  investment   company  in  connection  with  a  merger,   consolidation,
reorganization  or  purchase  of  substantially  all of the  assets  of  another
investment company.  Subject to the above percentage limitations,  the Fund may,
in connection  with the John Hancock Group of Funds Deferred  Compensation  Plan
for  Independent  Trustees/Directors,  purchase  securities of other  investment
companies   within  the  John  Hancock  Group  of  Funds.  In  addition,   as  a
nonfundamental  restriction,  the  Fund  may  not  purchase  the  shares  of any
closed-end  investment  company except in the open market where no commission or
profit to a sponsor or dealer  results from the purchase,  other than  customary
brokerage fees.

The  Fund has  also  undertaken  to one or more  states  to abide by  additional
restrictions  so long as its  securities are registered for sale in such states.
The most  restrictive  undertakings  presently in effect are that the Fund shall
not invest in oil,  gas or other  mineral or  development  programs and that the
Fund's use of margin shall be only for such  short-term  loans as are  necessary
for the clearance of purchases and sales of securities.

Additionally,  the Fund will not invest more than 15% of its total assets in the
aggregate in securities of issuers which, together with any predecessors, have a
record of less than three  years  continuous  operation,  and in  securities  of
issuers which are restricted as to disposition,  including  securities  eligible
for resale  pursuant to Rule 144A under the  Securities Act of 1933 and the Fund

                                       15

<PAGE>

will not, with respect to 75% of its total assets,  acquire more than 10% of the
outstanding voting securities of any issuer.

THOSE RESPONSIBLE FOR MANAGEMENT

The business of the Fund is managed by the Trust's  Trustees who elect  officers
who are  responsible  for the day-to-day  operations of the Fund and who execute
policies formulated by the Trustees. Several of the officers and Trustees of the
Trust are also  officers and  directors of the Adviser or officers and directors
of the Fund's  principal  distributor,  John Hancock Funds,  Inc. ("John Hancock
Funds").































                                       16


<PAGE>

<TABLE>
<CAPTION>
                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
<S>                                     <C>                                    <C>
Edward J. Boudreau, Jr. *               Trustee, Chairman and Chief            Chairman and Chief Executive
101 Huntington Avenue                   Executive Officer (1, 2)               Officer, the Adviser and The
Boston, MA  02199                                                              Berkeley Financial Group ("Berkeley
October 1944                                                                   Group"); Chairman, NM Capital
                                                                               Management, Inc. ("NM Capital") and
                                                                               John Hancock Advisers International
                                                                               Limited ("Advisers International");
                                                                               Chairman, Chief Executive Officer  
                                                                               and President, John Hancock Funds, 
                                                                               Inc. ("John Hancock Funds"), First 
                                                                               Signature Bank and Trust Company   
                                                                               and Sovereign Asset Management     
                                                                               Corporation ("SAMCorp."); Director,
                                                                               John Hancock Insurance Agency, Inc.
                                                                               ("Insurance Agency, Inc."), John   
                                                                               Hancock Capital Corporation and New
                                                                               England/Canada Business Council;   
                                                                               Member, Investment Company         
                                                                               Institute Board of Governors;      
                                                                               Director, Asia Strategic Growth    
                                                                               Fund, Inc.; Trustee, Museum of     
                                                                               Science; Vice Chairman and         
                                                                               President, the Adviser (until July 
                                                                               1992); Chairman, John Hancock      
                                                                               Distributors, Inc. (until April    
                                                                               1994); Director, John Hancock      
                                                                               Freedom Securities Corporation     
                                                                               (until September 1996); Director,  
                                                                               John Hancock Signature Services,   
                                                                               Inc. ("Signature Services") (until 
                                                                               January 1997).                     
                                                                               

- -------------------
*    Trustee may be deemed to be an "interested person" of the Fund as defined
     in the Investment Company Act of 1940.
(1)  Member of the Executive Committee. The Executive Committee may generally
     exercise most of the powers of the Board of Trustees.
(2)  A member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee.




                                       17
<PAGE>

                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------

James F. Carlin                         Trustee (3)                            Chairman and CEO, Carlin
233 West Central Street                                                        Consolidated, Inc.
Natick, MA 01760                                                               (management/investments); Director,
April 1940                                                                     Arbella Mutual Insurance Company
                                                                               (insurance), Consolidated Group
                                                                               Trust (insurance administration),
                                                                               Carlin Insurance Agency, Inc., West
                                                                               Insurance Agency, Inc. (until May
                                                                               1995) Uno Restaurant Corp.;
                                                                               Chairman, Massachusetts Board of
                                                                               Higher Education (since 1995);
                                                                               Receiver, the City of Chelsea (until
                                                                               August 1992).

William H. Cunningham                   Trustee (3)                            Chancellor, University of Texas
601 Colorado Street                                                            System and former President of the
O'Henry Hall                                                                   University of Texas, Austin, Texas;
Austin, TX 78701                                                               Lee Hage and Joseph D. Jamail
January 1944                                                                   Regents Chair of Free Enterprise;
                                                                               Director, LaQuinta Motor Inns, Inc.
                                                                               (hotel management company);        
                                                                               Director, Jefferson-Pilot          
                                                                               Corporation (diversified life      
                                                                               insurance company) and LBJ         
                                                                               Foundation Board (education        
                                                                               foundation); Advisory Director,    
                                                                               Texas Commerce Bank - Austin.      
                                                                               

- -------------------
*    Trustee may be deemed to be an "interested person" of the Fund as defined
     in the Investment Company Act of 1940.
(1)  Member of the Executive Committee. The Executive Committee may generally
     exercise most of the powers of the Board of Trustees.
(2)  A member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee.




                                       18
<PAGE>

                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------

Charles F. Fretz                        Trustee (3)                            Retired; self employed; Former Vice
RD #5, Box 300B                                                                President and Director, Towers,
Clothier Springs Road                                                          Perrin, Foster & Crosby, Inc.
Malvern, PA  19355                                                             (international management
June 1928                                                                      consultants) (1952-1985).

Harold R. Hiser, Jr.                    Trustee (3)                            Executive Vice President,
123 Highland Avenue                                                            Schering-Plough Corporation
Short Hill, NJ  07078                                                          (pharmaceuticals) (retired 1996);
October 1931                                                                   Director, ReCapital Corporation
                                                                               (reinsurance) (until 1995).

Anne C. Hodsdon *                       Trustee and President (1,2)            President, Chief Operating Officer
101 Huntington Avenue                                                          and Director, the Adviser; Director,
Boston, MA  02199                                                              The Berkeley Group, John Hancock
April 1953                                                                     Funds; Director, Advisers
                                                                               International; Executive Vice      
                                                                               President, the Adviser (until      
                                                                               December 1994); Senior Vice        
                                                                               President, the Adviser (until      
                                                                               December 1993); Director, Signature
                                                                               Services (until January 1997).

Charles L. Ladner                       Trustee (3)                            Director, Energy North, Inc. (public
UGI Corporation                                                                utility holding company) (until
P.O. Box 858                                                                   1992); Senior Vice President of UGI
Valley Forge, PA  19482                                                        Corp. Holding Company Public
February 1938                                                                  Utilities, LPGAS.


- -------------------
*    Trustee may be deemed to be an "interested person" of the Fund as defined
     in the Investment Company Act of 1940.
(1)  Member of the Executive Committee. The Executive Committee may generally
     exercise most of the powers of the Board of Trustees.
(2)  A member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee.




                                       19
<PAGE>

                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------

Leo E. Linbeck, Jr.                     Trustee (3)                            Chairman, President, Chief Executive
3810 W. Alabama                                                                Officer and Director, Linbeck
Houston, TX 77027                                                              Corporation (a holding company
August 1934                                                                    engaged in various phases of the
                                                                               construction industry and         
                                                                               warehousing interests); Former    
                                                                               Chairman, Federal Reserve Bank of 
                                                                               Dallas (1992, 1993); Chairman of  
                                                                               the Board and Chief Executive     
                                                                               Officer, Linbeck Construction     
                                                                               Corporation; Director, PanEnergy  
                                                                               Corporation (a diversified energy 
                                                                               company), Daniel Industries, Inc. 
                                                                               (manufacturer of gas measuring    
                                                                               products and energy related       
                                                                               equipment), GeoQuest International
                                                                               Holdings, Inc. (a geophysical     
                                                                               consulting firm) (1980-1993);     
                                                                               Former Director, Greater Houston  
                                                                               Partnership (1980 -1995).

Patricia P. McCarter                    Trustee (3)                            Director and Secretary, The McCarter
1230 Brentford Road                                                            Corp. (machine manufacturer).
Malvern, PA  19355
May 1928


- -------------------
*    Trustee may be deemed to be an "interested person" of the Fund as defined
     in the Investment Company Act of 1940.
(1)  Member of the Executive Committee. The Executive Committee may generally
     exercise most of the powers of the Board of Trustees.
(2)  A member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee.




                                       20
<PAGE>

                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------

Steven R. Pruchansky                    Trustee (1, 3)                         Director and President, Mast
4327 Enterprise Avenue                                                         Holdings, Inc. (since 1991);
Naples, FL  33942                                                              Director, First Signature Bank &
August 1944                                                                    Trust Company (until August 1991);
                                                                               Director, Mast Realty Trust (until
                                                                               1994); President, Maxwell Building
                                                                               Corp. (until 1991).

Richard S. Scipione *                   Trustee (1)                            General Counsel, John Hancock Life
John Hancock Place                                                             Company; Director, the Adviser,
P.O. Box 111                                                                   Advisers International, John Hancock
Boston, MA  02117                                                              Funds, John Hancock Distributors,
August 1937                                                                    Inc., Insurance Agency, Inc., John
                                                                               Hancock Subsidiaries, Inc.,        
                                                                               SAMCorp. and NM Capital; Trustee,  
                                                                               The Berkeley Group; Director, JH   
                                                                               Networking Insurance Agency, Inc.; 
                                                                               Director, John Hancock Property and
                                                                               Casualty Insurance and its         
                                                                               affiliates (until November 1993);  
                                                                               Director, Signature Services (until
                                                                               January 1997).

Norman H. Smith                         Trustee (3)                            Lieutenant General, United States
243 Mt. Oriole Lane                                                            Marine Corps; Deputy Chief of Staff
Linden, VA  22642                                                              for Manpower and Reserve Affairs,
March 1933                                                                     Headquarters Marine Corps;
                                                                               Commanding General III Marine
                                                                               Expeditionary Force/3rd Marine
                                                                               Division (retired 1991).


- -------------------
*    Trustee may be deemed to be an "interested person" of the Fund as defined
     in the Investment Company Act of 1940.
(1)  Member of the Executive Committee. The Executive Committee may generally
     exercise most of the powers of the Board of Trustees.
(2)  A member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee.





                                       21
<PAGE>

                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------

John P. Toolan                          Trustee (3)                            Director, The Smith Barney Muni Bond
13 Chadwell Place                                                              Funds, The Smith Barney Tax-Free
Morristown, NJ  07960                                                          Money Funds, Inc., Vantage Money
September 1930                                                                 Market Funds (mutual funds), The
                                                                               Inefficient-Market Fund, Inc.      
                                                                               (closed-end investment company) and
                                                                               Smith Barney Trust Company of      
                                                                               Florida; Chairman, Smith Barney    
                                                                               Trust Company (retired December,   
                                                                               1991); Director, Smith Barney,     
                                                                               Inc., Mutual Management Company and
                                                                               Smith Barney Advisers, Inc.        
                                                                               (investment advisers) (retired     
                                                                               1991); Senior Executive Vice       
                                                                               President, Director and member of  
                                                                               the Executive Committee, Smith     
                                                                               Barney, Harris Upham & Co.,        
                                                                               Incorporated (investment bankers)  
                                                                               (until 1991).

Robert G. Freedman                      Vice Chairman and Chief Investment     Vice Chairman and Chief Investment
101 Huntington Avenue                   Officer (2)                            Officer, the Adviser; Director, the
Boston, MA  02199                                                              Adviser, Advisers International,
July 1938                                                                      John Hancock Funds, SAMCorp.,
                                                                               Insurance Agency, Inc.,            
                                                                               Southeastern Thrift & Bank Fund and
                                                                               NM Capital; Senior Vice President, 
                                                                               The Berkeley Group; President, the 
                                                                               Adviser (until December 1994);     
                                                                               Director, Signature Services (until
                                                                               January 1997).                     
                                                                               

- -------------------
*    Trustee may be deemed to be an "interested person" of the Fund as defined
     in the Investment Company Act of 1940
(1)  Member of the Executive Committee. The Executive Committee may generally
     exercise most of the powers of the Board of Trustees.
(2)  A member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee.




                                       22
<PAGE>

                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------

James B. Little                         Senior Vice President and Chief        Senior Vice President, the Adviser,
101 Huntington Avenue                   Financial Officer                      The Berkeley Group, John Hancock
Boston, MA  02199                                                              Funds.
February 1935

John A. Morin                           Vice President                         Vice President and Secretary, the
101 Huntington Avenue                                                          Adviser, The Berkeley Group,
Boston, MA  02199                                                              Signature Services and John Hancock
July 1950                                                                      Funds; Secretary, SAMCorp.,
                                                                               Insurance Agency, Inc. and NM
                                                                               Capital; Counsel, John Hancock
                                                                               Mutual Life Insurance Company (until
                                                                               January 1996).

Susan S. Newton                         Vice President and Secretary           Vice President, the Adviser; John
101 Huntington Avenue                                                          Hancock Funds, Signature Services
Boston, MA  02199                                                              and  The Berkeley Group; Vice
March 1950                                                                     President, John Hancock
                                                                               Distributors, Inc. (until 1994).

James J. Stokowski                      Vice President and Treasurer           Vice President, the Adviser.
101 Huntington Avenue
Boston, MA  02199
November 1946


- -------------------
*    Trustee may be deemed to be an "interested person" of the Fund as defined
     in the Investment Company Act of 1940.
(1)  Member of the Executive Committee. The Executive Committee may generally
     exercise most of the powers of the Board of Trustees.
(2)  A member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee.
</TABLE>

All of the  officers  listed  are  officers  or  employees  of  the  Adviser  or
affiliated  companies.  Some of the  Trustees  and officers may also be officers
and/or  Trustees and/or Trustees of one or more of the other funds for which the
Adviser serves as investment adviser.

As of  March  ,  1997,  the  officers  and  trustees  of the  Trust  as a  group
beneficially  owned less than 1% of the outstanding  shares of the Trust and the
Fund and to the knowledge of the  registrant,  owner of 5% or more of the shares
of either class of the Fund's shares:

No other person(s) owned of record or was known by the Trust to beneficially own
as much as 5% of the  outstanding  shares of the Trust or of either class of the
Fund's shares.

From  December 22, 1994 until  December 22, 1996,  the Trustees  established  an
Advisory  Board  to  facilitate  a  smooth  transition  of  management   between
Transamerica Fund Management Company ("TFMC"), the prior investment adviser, and
the Adviser.  The members of the Advisory Board were distinct from the Trustees,
did not serve the Fund in any other  capacity  and were persons who had no power

                                       23

<PAGE>

to determine what securities were purchased or sold on behalf of the Fund.
   
Compensation  of the Trustees and Advisory  Board.  The following table provides
information regarding the compensation paid by the Fund and the other investment
companies in the John Hancock Fund Complex to the  Independent  Trustees and the
Advisory Board members for their services. Ms. Hodsdon and Messrs.  Boudreau and
Scipione, each a non-Independent  Trustee, and each of the officers of the Trust
are  interested  persons of the  Adviser,  are  compensated  by the  Adviser and
received no compensation from the Funds for their services.  The compensation to
the Trustees from the Fund shown below is for the Fund's  period from  September
1, 1996 to December 31, 1996.

                                                        Total Compensation
                               Aggregate                from all Funds in
                               Compensation             John Hancock Fund    
Independent Trustees           from the Fund+           Complex to Trustees**
- --------------------           --------------           ---------------------

James F. Carlin                  $  287                      $ 74,250
William H. Cunningham*              287                        74,250
Charles F. Fretz                    287                        74,500
Harold R. Hiser, Jr.*               147                        70,250
Charles L. Ladner                   287                        74,500
Leo E. Linbeck, Jr.                 287                        74,250
Patricia P. McCarter*               287                        74,250
Steven R. Pruchansky*               341                        77,500
Norman H. Smith*                    341                        77,500
John P. Toolan*                     287                        74,250
                                 ------                      --------
Totals                           $3,838                      $745,500

         *As of December 31, 1996, the value of the aggregate  accrued  deferred
         compensation  from all Funds in the John  Hancock  Fund complex for Mr.
         Cunningham was $131,741,  for Mr. Hiser was $90,972,  for Ms.  McCarter
         was $67,548,  for Mr. Pruchansky was $28,731, for Mr. Smith was $32,314
         and for Mr.  Toolan  was $  163,385  under  the John  Hancock  Deferred
         Compensation Plan for Trustees.

         **The total  compensation  paid by the John Hancock Fund Complex to the
         Independent  Trustees as of the calendar year ended  December 31, 1996.
         As of such date there were 68 funds in the John Hancock Funds  Complex,
         of which each of these Independent Trustees serve 32.
    









                                       24
<PAGE>

   
                                                         Total Compensation from
                                 Aggregate               all Funds in John
                                 Compensation            Hancock Fund Complex
Advisory Board                   from the Fund*          to Advisory Board*
- --------------                   --------------          -----------------
R. Trent Campbell                                             $ 47,000
Mrs. Lloyd Bentsen                                              47,000
Thomas R. Powers                                                47,000
Thomas B. McDade                                                47,000
                                   ---------                  --------
                                 
TOTALS                                                        $188,000

* For the period from September 1, 1996 to December 31, 1996.
** For the calendar year ended December 31, 1996.
    
INVESTMENT ADVISORY AND OTHER SERVICES

The Adviser,  located at 101 Huntington  Avenue,  Boston,  Massachusetts  02199-
7603,  was  organized in 1968 and  currently has more than $19 billion in assets
under management in its capacity as investment adviser to the Fund and the other
mutual funds and publicly traded investment  companies in the John Hancock group
of funds having a combined total of over 1,080,000 shareholders.  The Adviser is
an affiliate  of the Life  Company,  one of the most  recognized  and  respected
financial institutions in the nation. With total assets under management of more
than $80  billion,  the Life  Company is one of the ten largest  life  insurance
companies in the United  States and carries high ratings from  Standard & Poor's
and A.M. Best's.  Founded in 1862, the Life Company has been serving clients for
over 130 years.

The Fund has entered into an  investment  management  contract  with the Adviser
(the "Advisory  Agreement"),  which was approved by the Fund's  shareholders  as
manager and investment  adviser,  the Adviser will: (a) furnish  continuously an
investment  program  for  the  Fund  and  determine,   subject  to  the  overall
supervision and review of the Trustees,  which investments  should be purchased,
held sold or  exchanged  and (b)  provide  supervision  over all  aspects of the
Fund's  operations  except those which are  delegated  to a custodian,  transfer
agent or other agent.

The Fund bears all costs of its organization and operation,  including  expenses
of  preparing,   printing  and  mailing  all  shareholders'  reports,   notices,
prospectuses,  proxy  statements  and reports to regulatory  agencies;  expenses
relating to the issuance,  registration and qualification of shares;  government
fees;  interest  charges;  expenses of furnishing to shareholders  their account
statements;  taxes;  expenses of redeeming shares;  brokerage and other expenses
connected  with the  execution of portfolio  securities  transactions;  expenses
pursuant  to the Fund's plan of  distribution;  fees and  expenses of  custodian
including  those for keeping  books and accounts and  calculating  the net asset
value of shares;  fees and expenses of transfer  agents and dividend  disbursing
agents;  legal,  accounting,  financial,  management,  tax and auditing fees and
expenses  of the  Fund  (including  an  allocable  portion  of the  cost  of the
Adviser's  employees  rendering such services to the Fund; the  compensation and
expenses  of  trustees  who are not  otherwise  affiliated  with the Trust,  the
Adviser or any of their  affiliates;  expenses of  Trustees'  and  shareholders'
meetings;   trade  association   memberships;   insurance   premiums;   and  any
extraordinary expenses.

As compensation for its services under the Advisory Agreement, the Fund pays the
Adviser a fee,  which is accrued daily and paid monthly in arrears,  equal on an
annual basis to 0.625% of the Fund's average daily net asset value.

                                       25

<PAGE>

From time to time, the Adviser may reduce its fee or make other  arrangements to
limit the Fund's expenses to a specified percentage of average daily net assets.
The Adviser  retains the right to re-impose a fee and recover any other payments
to the extent that, at the end of any fiscal year,  the Fund's  annual  expenses
fall below this limit.
   
For the fiscal  years ended  August 31, 1994  advisory  fees paid by the Fund to
TFMC, the Fund's former  investment  adviser,  amounted to  $1,322,162.  For the
fiscal year ended August 31, 1995 , advisory fees paid by the Fund to TFMC,  the
Fund's  former  investment  adviser  and the Adviser  amounted  to $468,939  and
$972,142  respectively.  For the fiscal year ended August 31, 1996, the advisory
fee paid by the Fund to the Adviser amounted to $ 1,616,654. For the period from
September 1, 1996 to December 31, 1996, the advisory fee paid by the Fund to the
Adviser amounted to $_____________.

Securities  held by the  Fund may  also be held by  other  funds  or  investment
advisory  clients for which the  Adviser or its  affiliates  provide  investment
advice.   Because  of  different  investment  objectives  or  other  factors,  a
particular  security  may be bought for one or more funds or clients when one or
more are selling the same  security.  If  opportunities  for purchase or sale of
securities  by the  Adviser or for other  funds or clients for which the Adviser
renders  investment  advice arise for  consideration  at or about the same time,
transactions  in such  securities  will be made,  insofar as  feasible,  for the
respective  funds or clients in a manner deemed equitable to all of them. To the
extent that transactions on behalf of more than one client of the Adviser or its
affiliates may increase the demand for securities  being purchased or the supply
of securities being sold, there may be an adverse effect on price.
    
Pursuant to the investment management contract, the Adviser is not liable to the
Fund or its  shareholders for any error of judgment or mistake of law or for any
loss suffered by the Fund in  connection  with the matters to which its contract
relates,  except a loss resulting from willful  misfeasance,  bad faith or gross
negligence on the part of the Adviser in the  performance  of its duties or from
its  reckless  disregard  of the  obligations  and duties  under the  investment
management contract.

Under  the  investment  management  contract,  the Fund  may use the name  "John
Hancock"  or any  name  derived  from or  similar  to it only for so long as the
investment  management  contract or any extension,  renewal or amendment thereof
remains in effect. If the Fund's investment  management contract is no longer in
effect,  the Fund (to the extent  that it  lawfully  can) will cease to use such
name or any other name indicating  that it is advised by or otherwise  connected
with the  Adviser.  In  addition,  the Adviser or the Life Company may grant the
non-exclusive  right to use the name "John  Hancock" or any similar  name to any
other corporation or entity, including but not limited to any investment company
of which  the  Life  Company  or any  subsidiary  or  affiliate  thereof  or any
successor to the business of any  subsidiary  or affiliate  thereof shall be the
investment adviser.
   
The continuation of the Advisory  Agreement was last approved on (______) by all
of  the  Trustees.  The  Advisory  Agreement,  and  the  Distribution  Agreement
discussed  below,  will continue in effect from year to year,  provided that its
continuance  is approved  annually  both (i) by the holders of a majority of the
outstanding  voting  securities of the Trust or by the  Trustees,  and (ii) by a
majority of the  Trustees  who are no parties to the  Agreement  or  "interested
persons" of any such  parties.  Both  agreements  may be  terminated  on 60 days
written notice by any party or by a vote of a majority of the outstanding voting
securities of the Fund and will terminate automatically if it is assigned.
    
Administrative  Services  Agreement.  The Fund was a party to an  administrative
services agreement with TFMC (the "Services Agreement"),  pursuant to which TFMC
performed bookkeeping and accounting services and functions, including preparing

                                       26

<PAGE>

and  maintaining  various  accounting  books,  records and other  documents  and
keeping such general ledgers and portfolio accounts as are reasonably  necessary
for  the  operation  of  the  Fund.  Other   administrative   services  included
communications  in  response  to  shareholder  inquiries  and  certain  printing
expenses of various  financial  reports.  In addition,  staff and office  space,
facilities  and  equipment  was provided as necessary to provide  administrative
services to the Fund. The Services  Agreement was amended in connection with the
appointment  of the Adviser as adviser to the Fund to permit  services under the
Agreement  to be provided to the Fund by the  Adviser  and its  affiliates.  The
Services Agreement was terminated during the fiscal year 1995.

For the  fiscal  years  ended  August 31,  1994 and 1995,  the Fund paid to TFMC
(pursuant to the Services  Agreement)  $153,060  and $31,385,  respectively,  of
which $132,005 and $20,130,  respectively,  was retained by TFMC and $21,055 and
$11,255,  respectively,  was  paid  for  certain  data  processing  and  pricing
information services.
   
Accounting and Legal Services Agreement.  The Trust, on behalf of the Fund, is a
party to an Accounting and Legal Services  Agreement with the Adviser.  Pursuant
to this agreement,  the Adviser  provides the Fund with certain tax,  accounting
and legal services.  For the period from September 1, 1996 to December 31, 1996,
the Fund paid the Adviser $_______ for services under this agreement
    
In order to avoid conflicts with portfolio  trades for the Fund, the Adviser and
the Fund have adopted extensive  restrictions on personal  securities trading by
personnel of the Adviser and its  affiliates.  Some of these  restrictions  are:
pre-clearance  for all  personal  trades  and a ban on the  purchase  of initial
public offerings,  as well as contributions to specified charities of profits on
securities held for less than 91 days. These  restrictions are a continuation of
the basic  principle  that the interests of the Fund and its  shareholders  come
first.

DISTRIBUTION CONTRACTS

The Fund has a  Distribution  Agreement  with  John  Hancock  Funds.  Under  the
agreement,  John  Hancock  Funds is  obligated  to use its best  efforts to sell
shares of each class of the Fund.  Shares of the Fund are also sold by  selected
broker-dealers  (the "Selling  Brokers")  which have entered into selling agency
agreements  with John Hancock  Funds.  John Hancock Funds accepts orders for the
purchase  of the shares of the Fund which are  continually  offered at net asset
value next determined,  plus an applicable  sales charge,  if any. In connection
with the sale of Class A or Class B  shares,  John  Hancock  Funds  and  Selling
Brokers receive  compensation in the form of a sales charge imposed, in the case
of Class A shares,  at the time of sale or, in the case of Class B shares,  on a
deferred basis. The sales charges are discussed further in the Prospectus.
   
The Fund's Trustees adopted Distribution Plans with respect to Class A and Class
B shares (the "Plans")  pursuant to Rule 12b-1 under the Investment  Company Act
of 1940.  Under the Plans, the Fund will pay distribution and service fees at an
aggregate annual rate of up to 25% and 1.00%, respectively,  of the Fund's daily
net assets attributable to shares of that class.  However,  the service fee will
not exceed 0.25% of the Fund's  average  daily net assets  attributable  to each
class of shares.  The  distribution  fees will be used to reimburse John Hancock
Funds for their distribution expenses, including but not limited to: (i) initial
and  ongoing  sales  compensation  to  Selling  Brokers  and  others  (including
affiliates  of John  Hancock  Funds)  engaged in the sale of Fund  shares;  (ii)
marketing,  promotional  and overhead  expenses  incurred in connection with the
distribution  of Fund  shares;  and (iii) with  respect to Class B 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 the John Hancock Funds is not
fully  reimbursed  for  payments or expenses  they incur under the Class A Plan,
these  expenses will not be carried beyond twelve months from the date they were

                                       27

<PAGE>

incurred.  Unreimbursed  expenses under the Class B Plan will be carried forward
together with interest on the balance of these unreimbursed  expenses.  The Fund
does not treat unreimbursed  expenses at any time. For the period from September
1, 1996 to December 31,  1996,  an aggregate  of  $___________  of  distribution
expenses  or  _________%  of the average net assets of the Class B shares of the
Fund,  was not reimbursed or recovered by John Hancock Funds through the receipt
of deferred sales charges or Rule 12b-1 fees in prior periods.
    
The Plans were approved by a majority of the voting  securities of the Fund. The
Plans and all amendments were approved by the Trustees,  including a majority of
the Trustees who are not  interested  persons of the Fund and who have no direct
or indirect  financial  interest in the operation of the Plans (the "Independent
Trustees"), by votes cast in person at meetings called for the purpose of voting
on such Plans.

Pursuant to the Plans, at least  quarterly,  John Hancock Funds provide the Fund
with a written  report of the amounts  expended  under the Plans and the purpose
for which these  expenditures  were made. The Trustees review these reports on a
quarterly basis to determine their continued appropriateness.

The  Plans  provide  that  they will  continue  in effect  only so long as their
continuance is approved at least annually by a majority of both the Trustees and
Independent  Trustees.  The Plans  provide that they may be  terminated  without
penalty, (a) by vote of a majority of the Independent Trustees, (b) by a vote of
a majority  of the Fund's  outstanding  shares of the  applicable  class upon 60
days' written notice to John Hancock Funds,  and (c)  automatically in the event
of  assignment.  The  Plans  further  provide  that they may not be  amended  to
increase  the  maximum  amount of the fees for the  services  described  therein
without the approval of a majority of the outstanding shares of the class of the
Fund which has voting rights with respect to that Plan. Each plan provides, that
no material amendment to the Plans will, in any event, be effective unless it is
approved by a vote of a majority of the Trustees and the Independent Trustees of
the Fund. The holders of Class A and Class B shares have exclusive voting rights
with respect to the Plan  applicable  to their  respective  class of shares.  In
adopting the Plans, the Trustees  concluded that, in their judgment,  these is a
reasonable  likelihood that the Plans will benefit the holders of the applicable
class of shares of the Fund.

Amounts paid to John  Hancock  Funds by any class of shares of the Fund will not
be used to pay the expenses  incurred  with respect to any other class of shares
of the Fund;  provided,  however,  that expenses  attributable  to the Fund as a
whole will be allocated,  to the extent permitted by law, according to a formula
based upon gross  sales  dollars  and/or  average  daily net assets of each such
class,  as may be approved  from time to time by vote of a majority of Trustees.
From time to time,  the Fund may  participate in joint  distribution  activities
with other Funds and the costs of those activities will be borne by each Fund in
proportion to the relative net asset value of the participating Funds.
   
During the period from  September 1, 1996 to December  31, 1996,  the Funds paid
John Hancock Funds the following amounts of expenses with respect to the Class A
and Class B shares of the Fund:
    



                                       28
<PAGE>

<TABLE>
<CAPTION>
   
                                  Expense Items


                                         Printing and       
                                         Mailing of                                                 Interest     
                                         Prospectus to      Compensation          Expenses of       Carrying or  
                                         New                to Selling            John Hancock      Other Finance
                      Advertising        Shareholders       Brokers               Funds             Charges      
                      -----------        ------------       -------               -----             -------      
<S>                      <C>                 <C>                <C>                  <C>                 <C>
Class A shares         $                  $                   $                   $                 $      0

Class B shares         $                  $                   $                   $                 $
</TABLE>
    
NET ASSET VALUE

For purposes of  calculating  the net asset value ("NAV") of the Fund's  shares,
the following procedures are utilized wherever applicable.

Debt investment  securities are valued on the basis of valuations furnished by a
principal  market maker or a pricing  service,  both of which generally  utilize
electronic  data  processing  techniques  to  determine  valuations  for  normal
institutional  size trading units of debt securities  without exclusive reliance
upon quoted prices.

Equity  securities  traded on a  principal  exchange or NASDAQ  National  Market
Issues  are  generally  valued  at last  sale  price  on the  day of  valuation.
Securities  in the  aforementioned  category for which no sales are reported and
other  securities  traded  over-the-counter  are  generally  valued  at the mean
between the current closing bid and asked prices.

Short-term debt investments  which have a remaining  maturity of 60 days or less
are generally  valued at amortized  cost which  approximates  market  value.  If
market  quotations are not readily available or if in the opinion of the Adviser
any  quotation or price is not  representative  of true market  value,  the fair
value  of the  security  may be  determined  in good  faith in  accordance  with
procedures approved by the Trustees.

Foreign securities are valued on the basis of quotations from the primary market
in which  they are  traded.  Any  assets or  liabilities  expressed  in terms of
foreign  currencies are translated into U.S. dollars by the custodian bank based
on London currency exchange quotations as of 5:00 p.m., London time (12:00 noon,
New York time) on the date of any determination of the Fund's NAV. If quotations
are not  readily  available , or the value has been  materially  affected by the
events  occurring  after  closing  of a foreign  market,  assets are valued by a
method that the Trustees believe accurately reflects fair value.

The NAV for each fund and class is determined  each business day at the close of
regular  trading on the New York Stock  Exchange  (typically  4:00 p.m.  Eastern
Time) by dividing a class's net assets by the number of its shares  outstanding.
On any day an  international  market is closed an the New York Stock Exchange is
open,  any foreign  securities  will be valued at the prior day's close with the
current day's  exchange  rate.  Trading of foreign  securities may take place on
Saturdays and U.S.  business holidays on which the Fund's NAV is not calculated.
Consequently,  the  Fund's  portfolio  securities  may  trade and the NAV of the
Fund's  redeemable  securities  may be  significantly  affected  on days  when a
shareholder has no access to the Fund.

                                       29

<PAGE>

INITIAL SALES CHARGE ON CLASS A SHARES

Shares of the Fund are  offered at a price equal to their net asset value plus a
sales charge which, at the option of the purchaser, may be imposed either at the
time of purchase (the  "initial  sales charge  alternative")  or on a contingent
deferred basis (the "deferred  sales charge  alternative").  Share  certificates
will not be issued unless requested by the shareholder in writing, and then they
will only be issued for full shares. The Trustees reserve the right to change or
waive a Fund's  minimum  investment  requirements  and to  reject  any  order to
purchase  shares  (including  purchase by exchange)  when in the judgment of the
Adviser such rejection is in the Fund's best interest.

The sales  charges  applicable  to  purchases  of Class A shares of the Fund are
described in the Prospectus. Methods of obtaining reduced sales charges referred
to generally in the Prospectus are described in detail below. In calculating the
sales charge applicable to current purchases of Class A shares,  the investor is
entitled to cumulate current purchases with the greater of the current value (at
offering price) of the Class A shares of the Fund, owned by the Investor,  or if
John Hancock Signature Services,  Inc. ("Signature Services") is notified by the
investor's  dealer or the investor at the time of the purchase,  the cost of the
Class A shares owned.

Combined  Purchases.  In calculating the sales charge applicable to purchases of
Class A shares made at one time,  the purchases  will be combined if made by (a)
an  individual,  his or her  spouse  and  their  children  under  the  age of 21
purchasing  securities  for his or her  own  account,  (b) a  trustee  or  other
fiduciary  purchasing  for a single trust,  estate or fiduciary  account and (c)
certain groups of four or more  individuals  making use of salary  deductions or
similar  group  methods of payment  whose funds are combined for the purchase of
mutual fund shares.  Further  information  about combined  purchases,  including
certain  restrictions on combined group  purchases,  is available from Signature
Services or a Selling Broker's representative.

Without Sales Charge.  Class A shares may be offered  without a front-end  sales
charge or CDSC to various individuals and institutions as follows:

o        Any state, county or any  instrumentality,  department,  authority,  or
         agency of these  entities that is  prohibited by applicable  investment
         laws from paying a sales charge or commission when it purchases  shares
         of any registered investment management company. *

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

o        A Trustee or officer of the Trust; 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
         (spouse,  children,  grandchildren,  mother, father,  sister,  brother,
         mother-in-law,  father-in-law)  of any of the  foregoing;  or any fund,
         pension,  profit  sharing  or  other  benefit  plan of the  individuals
         described above.

o        A  broker,   dealer,   financial  planner,   consultant  or  registered
         investment advisor that has entered into an agreement with John Hancock
         Funds  providing  specifically  for the use of Fund shares in fee-based
         investment products or services made available to their clients.

o        A former  participant  in an employee  benefit  plan with John  Hancock
         funds,  when he or she withdraws from his or her plan and transfers any
         or all of his or her plan distributions directly to the Fund.

                                       30

<PAGE>

o        A member of an approved affinity group financial services plan.*

o        A member of a class action lawsuit against  insurance  companies who is
         investing settlement proceeds.

o        Existing  full  service  clients  of the Life  Company  who were  group
         annuity  contract  holders as of  September  1, 1994,  and  participant
         directed  defined   contribution  plans  with  at  least  100  eligible
         employees at the  inception of the Fund account,  may purchase  Class A
         shares  with no  initial  sales  charge.  However,  if the  shares  are
         redeemed  within 12 months after the end of the calendar  year in which
         the purchase was made, a CDSC will be imposed at the following rate:

                  Amount Invested                                     CDSC Rate
                  ---------------                                     ---------

         $1 to $4,999,999                                               1.00%
         Next $5 million to $9,999,999                                  0.50%
         Amounts of $10 million and over                                0.25%

Class A shares  may  also be  purchased  without  an  initial  sales  charge  in
connection  with  certain  liquidation,   merger  or  acquisition   transactions
involving other investment companies or personal holding companies.
   
* For  investments  made under these  provisions,  John Hancock Funds may make a
payment  out of its own  resources  to the  Selling  Broker in an amount  not to
exceed 0.25% of the amount invested.
    
Accumulation Privilege.  Investors (including investors combining purchases) who
are already Class A shareholders  may also obtain the benefit of a reduced sales
charge by taking into  account not only the amount then being  invested but also
the purchase  price or current  account value of the Class A shares already held
by such person.

Combination  Privilege.  Reduced sales charges also are available to an investor
based on the aggregate amount of his concurrent and prior investments in Class A
shares of the Fund and  shares of all other John  Hancock  funds  which  carry a
sales charge.
   
Letter of Intention.  Reduced sales charges are also  applicable to  investments
pursuant to a Letter of Intention (LOI), which should be read carefully prior to
its  execution  by an  investor.  The Fund  offers  two  options  regarding  the
specified  period for making  investments  under the LOI. All investors have the
option of  making  their  investments  over a period of  thirteen  (13)  months.
Investors who are using the Fund as a funding medium for a qualified  retirement
plan, however,  may opt to make the necessary  investments called for by the LOI
over a forty-eight (48) month period.  These qualified  retirement plans include
IRA,  SEP,  SARSEP,  401(k),  403(b)  (including  TSAs) and 457  plans.  Such an
investment (including  accumulations and combinations) must aggregate $50,000 or
more  invested  during the  specified  period from the date of the LOI or from a
date within ninety (90) days prior  thereto,  upon written  request to Signature
Services.  The sales charge  applicable to all amounts invested under the LOI is
computed as if the  aggregate  amount  intended to be invested had been invested
immediately.  If such aggregate amount is not actually invested,  the difference
in the sales charge  actually paid and the sales charge  payable had the LOI not
been in effect is due from the investor.  However,  for the  purchases  actually
made  within the  specified  period  (either 13 or 48 months)  the sales  charge
applicable will not be higher than that which would have been applied (including
accumulations  and  combinations)  had the LOI  been  for  the  amount  actually
invested.
    
                                       31

<PAGE>

The LOI  authorizes  Signature  Services  to hold in escrow  sufficient  Class A
shares  (approximately  5% of the  aggregate) to make up any difference in sales
charges on the amount intended to be invested and the amount actually  invested,
until such investment is completed  within the specified  period,  at which time
the escrowed Class A shares will be released.  If the total investment specified
in the LOI is not  completed,  the Class A shares held in escrow may be redeemed
and the  proceeds  used as required to pay such sales  charges as may be due. By
signing  the LOI,  the  investor  authorizes  Signature  Services  to act as his
attorney-in-fact  to redeem any escrow  shares and adjust the sales  charge,  if
necessary.  A LOI does not  constitute  a binding  commitment  by an investor to
purchase, or by the Fund to sell, any additional shares and may be terminated at
any time.

DEFERRED SALES CHARGE ON CLASS B SHARES

Investments in Class B shares are purchased at net asset value per share without
the imposition of a sales charge so the Fund will receive the full amount of the
purchase payment.

Contingent  Deferred Sales Charge.  Class B shares which are redeemed within six
years of purchase will be subject to a contingent deferred sales charge ("CDSC")
at the rates set forth in the  Prospectus  as a percentage  of the dollar amount
subject  to the CDSC.  The charge  will be  assessed  on an amount  equal to the
lesser of the current market value or the original  purchase cost of the Class B
shares being  redeemed.  No CDSC will be imposed on  increases in account  value
above  the  initial  purchase  prices,  including  Class B shares  derived  from
reinvestment of dividends or capital gains distributions.

Class B shares are not  available to  full-service  defined  contribution  plans
administered  by  Signature  Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.

The amount of the CDSC, if any, will vary  depending on the number of years from
the  time of  payment  for the  purchase  of Class B  shares  until  the time of
redemption  of such  shares.  Solely for purposes of  determining  the number of
years,  all payments  during a month will be aggregated  and deemed to have been
made on the first day of the month.

In determining  whether a CDSC applies to a redemption,  the calculation will be
determined in a manner that results in the lowest  possible rate being  charged.
It will be assumed  that your  redemption  comes first from shares you have held
beyond  the  six-year  CDSC  redemption  period  or those you  acquired  through
dividend and capital gain  reinvestment,  and next from the shares you have held
the longest  during the six-year  period.  For this  purpose,  the amount of any
increase in a share's value above its initial  purchase price is not regarded as
a share exempt from CDSC.  Thus,  when a share that has  appreciated in value is
redeemed during the CDSC period, a CDSC is assessed only on its initial purchase
price.  However,  you cannot redeem  appreciation value only in order to avoid a
CDSC.

When requesting a redemption for a specific dollar amount please indicate if you
require the proceeds to equal the dollar  amount  requested.  If not  indicated,
only the  specified  dollar  amount will be redeemed  from your  account and the
proceeds will be less any applicable CDSC.

         Example:

You have  purchased  100  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:

                                       32
<PAGE>

         o        Proceeds of 50 shares redeemed at $12 per share      $    600
         o        Minus proceeds of 10 shares not subject to CDSC
                  (dividend reinvestment)                                  -120
         o        Minus appreciation on remaining shares
                  (40 shares X 2)                                           -80
                                                                       --------
         o        Amount subject to CDSC                               $    400

Proceeds  from the CDSC are paid to John Hancock  Funds and are used in whole or
in part by John  Hancock  Funds to defray  its  expenses  related  to  providing
distribution-related  services  to the Fund in  connection  with the sale of the
Class B shares,  such as the payment of  compensation  to select Selling Brokers
for selling Class B shares. The combination of the CDSC and the distribution and
service  fees  facilitates  the  ability  of the Fund to sell the Class B shares
without a sales  charge  being  deducted  at the time of the  purchase.  See the
Prospectus for additional information regarding the CDSC.

Waiver  of  Contingent  Deferred  Sales  Charge.  The  CDSC  will be  waived  on
redemptions  of Class B shares and of Class A shares  that are  subject to CDSC,
unless indicated otherwise, in the circumstances defined below:

For all account types:

*        Redemptions made pursuant to the Fund's right to liquidate your account
         if you own shares worth less than $1,000.

*        Redemptions  made  under  certain  liquidation,  merger or  acquisition
         transactions  involving other investment  companies or personal holding
         companies.

*        Redemptions due to death or disability.

*        Redemptions  made under the  Reinstatement  Privilege,  as described in
         "Sales Charge Reductions and Waivers" of the Prospectus.

*        Redemptions of Class B shares made under a periodic withdrawal plan, as
         long as your  annual  redemptions  do not  exceed  12% of your  account
         value, including reinvested dividends, at the time you established your
         periodic withdrawal plan and 12% of the value of subsequent investments
         (less  redemptions)  in that  account at the time you notify  Signature
         Services.  (Please  note that this  waiver  does not apply to  periodic
         withdrawal  plan  redemptions  of Class A shares  that are subject to a
         CDSC).

For Retirement  Accounts (such as IRA,  Rollover IRA, TSA, 457, 403(b),  401(k),
Money Purchase  Pension Plan,  Profit-Sharing  Plan and other qualified plans as
described in the Internal Revenue Code) unless otherwise noted.

*        Redemptions made to effect  mandatory or life expectancy  distributions
         under the Internal Revenue Code.

*        Returns of excess contributions made to these plans.

*        Redemptions   made  to  effect   distributions   to   participants   or
         beneficiaries  from employer  sponsored  retirement plans under Section
         401(a) of the Code (such as 401(k), Money Purchase Pension Plan, Profit
         Sharing Plan).

                                       33

<PAGE>

*Redemptions  from certain IRA and retirement  plans that purchased shares prior
to October 1, 1992 and certain IRA accounts that  purchased  shares prior to May
15, 1995.
Please see matrix for reference.

CDSC Waiver Matrix for Class B Funds
<TABLE>
<CAPTION>
- ------------------------- ----------------- ----------------- ---------------- ------------------ ---------------------
Type of                   401(a) Plan       403(b)            457              IRA, IRA           Non-retirement
Distribution              (401(k), MPP,                                        Rollover
                          PSP)
- ------------------------- ----------------- ----------------- ---------------- ------------------ ---------------------
<S>                       <C>               <C>               <C>              <C>                <C>
Death or                  Waived            Waived            Waived           Waived             Waived
Disability
- ------------------------- ----------------- ----------------- ---------------- ------------------ ---------------------
Over 70 1/2               Waived            Waived            Waived           Waived for         12% of account
                                                                               mandatory          value annually in
                                                                               distributions or   periodic payments
                                                                               12% of account
                                                                               value annually
                                                                               in periodic
                                                                               payments
- ------------------------- ----------------- ----------------- ---------------- ------------------ ---------------------
Between 59 1/2            Waived            Waived            Waived           Waived for Life    12% of account
and 70 1/2                                                                     Expec- tancy or    value annually in
                                                                               12% of account     periodic payments
                                                                               value annually
                                                                               in periodic
                                                                               payments
- ------------------------- ----------------- ----------------- ---------------- ------------------ ---------------------
Under 59 1/2              Waived            Waived for        Waived for       Waived for         12% of account
                                            annuity           annuity          annuity payments   value annually in
                                            payments (72t)    payments (72t)   (72t) or 12% of    periodic payments
                                            or 12% of         or 12% of        account value
                                            account value     account value    annually in
                                            annually in       annually in      periodic payments
                                            periodic          periodic
                                            payments          payments
- ------------------------- ----------------- ----------------- ---------------- ------------------ ---------------------
Loans                     Waived            Waived            N/A              N/A                N/A
- ------------------------- ----------------- ----------------- ---------------- ------------------ ---------------------
Termination of            Not Waived        Not Waived        Not Waived       Not Waived         N/A
Plan
- ------------------------- ----------------- ----------------- ---------------- ------------------ ---------------------
Hardships                 Waived            Waived            Waived           N/A                N/A
- ------------------------- ----------------- ----------------- ---------------- ------------------ ---------------------
Return of Excess          Waived            Waived            Waived           Waived             N/A
- ------------------------- ----------------- ----------------- ---------------- ------------------ ---------------------
</TABLE>
If you qualify for a CDSC waiver under one of these situations,  you must notify
Signature  Services  at the time you make your  redemption.  The waiver  will be
granted  once  Signature  Services  has  confirmed  that you are entitled to the
waiver.



                                       34
<PAGE>

SPECIAL REDEMPTIONS
   
Although  it  would  not  normally  do so,  the  Fund  has the  right to pay the
redemption  price  of  shares  of the  Fund in  whole  or in  part in  portfolio
securities as prescribed by the Trustees.  When the shareholder  sells portfolio
securities  received in this fashion,  he or she will incur a brokerage  charge.
Any such  securities  would be valued for the purposes of making such payment at
the same value as used in  determining  net asset  value.  The Fund has however,
elected to be governed by Rule 18f-1 under the  Investment  Company  Act.  Under
that rule the Fund must  redeem  shares for cash  except to the extent  that the
redemption  payment to any shareholder during any 90-day period would exceed the
lesser of $250,000 or 1% of the net asset value at the beginning of such period.
    
ADDITIONAL SERVICES AND PROGRAMS
   
Exchange  Privilege.  The Fund  permits  exchanges of shares of any class of the
Fund for shares of the same class in any other John Hancock fund  offering  that
class.

Exchanges  between funds with shares that are not subject to a CDSC are based on
their  respective net asset values.  No sales charge or  transactions  charge is
imposed.  Shares of the Fund which are subject to a CDSC may be  exchanged  into
shares of any of the other John Hancock funds that are subject to a CDSC without
incurring the CDSC; however,  the shares acquired in an exchange will be subject
to the CDSC schedule of the shares acquired if and when such shares are redeemed
(except that shares  exchanged  into John Hancock  Short-Term  Strategic  Income
Fund,  John  Hancock  Intermediate  Maturity  Government  Fund and John  Hancock
Limited-Term  Government  Fund will retain the exchanged  fund's CDSC schedule).
For purposes of computing the CDSC payable upon redemption of shares acquired in
an exchange,  the holding period of the original  shares is added to the holding
period of the shares acquired in an exchange.

If a shareholder  exchanges  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, the acquired  shares will continue to be subject to the
CDSC schedule that was in effect when the exchanged shares were purchased.

The Fund  reserves the right to require that  previously  exchanged  shares (and
reinvested  dividends)  be in the  Fund  for 90 days  before  a  shareholder  is
permitted a new exchange.

The fund may  refuse  any  exchange  order.  The Fund may  changed or cancel its
exchange policies at any time, upon 60 days' notice to its shareholders.

An exchange of shares is treated as a  redemption  of shares of one fund and the
purchase of shares of another for Federal  Income Tax purposes.  An exchange may
result in a taxable gain or loss. See "TAX STATUS".

Systematic  Withdrawal Plan. The Fund permits the  establishment of a Systematic
Withdrawal  Plan.  Payments under this plan represent  proceeds arising from the
redemption  of Fund shares.  The  maintenance  of a Systematic  Withdrawal  Plan
concurrently  with  purchases of additional  Class B shares of the Fund could be
disadvantageous  to a shareholder  because of the CDSC imposed on redemptions of
Class B shares.  Therefore,  a shareholder should not purchase Class B shares of
the Fund at the same time as a Systematic Withdrawal Plan is in effect. The Fund
reserves the right to modify or discontinue  the Systematic  Withdrawal  Plan of
any  shareholder  on 30 days' prior written  notice to such  shareholder,  or to
discontinue  the  availability  of such plan in the future.  The shareholder may
terminate the plan at any time by giving proper notice to Signature Services.
    
                                       35

<PAGE>

Monthly Automatic  Accumulation  Program ("MAAP").  This program is explained in
the  Prospectus  and the Account  Privileges  Application.  The  program,  as it
relates to automatic investment checks, is subject to the following conditions:

The investments will be drawn on or about the day of the month indicated.

The privilege of making investments  through the Monthly Automatic  Accumulation
Program  may be  revoked  by  Signature  Services  without  prior  notice if any
investment is not honored by the shareholder's  bank. The bank shall be under no
obligation to notify the shareholder as to the non-payment of any checks.

The program may be discontinued by the shareholder  either by calling  Signature
Services or upon written notice to Signature Services which is received at least
five (5) business days prior to the due date of any investment.
   
Reinvestment  Privilege.  Upon notification of Signature Services, a shareholder
who has redeemed Class B shares of the Fund and paid a CDSC thereon, may, within
120 days  after  the date of  redemption,  reinvest  any part of the  redemption
proceeds in shares of the same class of the Fund or another John  Hancock  fund,
subject  to  the  minimum   investment   limit  in  that  fund  and,  upon  such
reinvestment,  the shareholder's account will be credited with the amount of any
CDSC charged upon the  redemption and the new shares will continue to be subject
to the CDSC.  The holding  period of the shares  acquired  through  reinvestment
will,  for purposes of computing the CDSC payable upon a subsequent  redemption,
include the holding period of the redeemed shares.
    
To protect the interests of other investors in the Fund, the Fund may cancel the
reinvestment  privilege  of any parties  that,  in the opinion of the Fund,  are
using market timing  strategies or making more than seven exchanges per owner or
controlling  party per calendar year. Also, the Fund may refuse any reinvestment
request.

The Fund may change or cancel its reinvestment policies at any time.

A  redemption  or exchange of Fund shares is a taxable  transaction  for Federal
income tax purposes even if the  reinvestment  privilege is  exercised,  and any
gain or loss realized by a shareholder on the redemption or other disposition of
Fund shares will be treated for tax purposes as described under the caption "TAX
STATUS".

DESCRIPTION OF THE FUND'S SHARES

The Trustees of the Trust are  responsible for the management and supervision of
the Fund.  The  Declaration  of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest of the Fund, without
par value.  Under the  Declaration of Trust,  the Trustees have the authority to
create and classify shares of beneficial  interest in separate  series,  without
further action by  shareholders.  As of the date of this Statement of Additional
Information,  the  Trustees  have  authorized  shares  of the Fund and one other
series.  The  Declaration of Trust also  authorizes the Trustees to classify and
reclassify  the shares of the Fund, or any new series of the Trust,  into one or
more classes.  As of the date of this Statement of Additional  Information,  the
Trustees  have  authorized  the  issuance  of two classes of shares of the Fund,
designated as Class A and Class B.

The shares of each class of the Fund represent an equal  proportionate  interest
in the aggregate net assets  attributable to that class of the Fund.  Holders of
Class A shares  and  Class B shares  have  certain  exclusive  voting  rights on
matters relating to their respective  distribution  plans. The different classes

                                       36

<PAGE>

of the  Fund  may  bear  different  expenses  relating  to the  cost of  holding
shareholder meetings necessitated by the exclusive voting rights of any class of
shares.

Dividends paid by the Fund, if any, with respect to each class of shares will be
calculated in the same manner,  at the same time and on the same day and will be
in the same amount, except for differences resulting from the facts that (i) the
distribution  and  service  fees  relating to Class A and Class B shares will be
borne   exclusively  by  that  class;  (ii)  Class  B  shares  will  pay  higher
distribution  and  service  fees than Class A shares;  and (iii) each of Class A
shares and Class B shares will bear any class  expenses  properly  allocable  to
that class of shares,  subject to the  conditions the Internal  Revenue  Service
imposes with  respect to multiple-  class  structure.  Similarly,  the net asset
value per share may vary depending  whether Class A shares or Class B shares are
purchased.

In the event of  liquidation,  shareholders  of each class are entitled to share
pro rata in the net  assets  of the Fund  available  for  distribution  to these
shareholders.  Shares  entitle their  holders to one vote per share,  are freely
transferable  and have no preemptive,  subscription or conversion  rights.  When
issued shares are fully paid and non-assessable, except as set forth below.

Unless  otherwise  required by the Investment  Company Act or the Declaration of
Trust,  the Fund has no intention of holding  annual  meetings of  shareholders.
Fund  shareholders  may  remove a Trustee  by the  affirmative  vote of at least
two-thirds of the Trust's  outstanding  shares and the Trustees  shall  promptly
call a meeting for such purpose when requested to do so in writing by the record
holders  of  not  less  than  10%  of  the  outstanding  shares  of  the  Trust.
Shareholders   may,  under  certain   circumstances,   communicate   with  other
shareholders in connection with a request for a special meeting of shareholders.
However,  at any time that less than a majority of the Trustees  holding  office
were elected by the  shareholders,  the Trustees will call a special  meeting of
shareholders for the purpose of electing Trustees.

Certain circumstances,  be held personally liable for acts or obligations of the
trust.  However, the Trust's Declaration of Trust contains an express disclaimer
of  shareholder  liability for acts,  obligations  and affairs of the Fund.  The
Declaration of Trust also provides for  indemnification out of the Fund's assets
for all losses and expenses of any shareholder held personally  liable by reason
of being or having been a  shareholder.  The  Declaration of Trust also provides
that no series of the Trust  shall be liable  for the  liabilities  of any other
series.  Furthermore, no Fund included in this Fund's prospectus shall be liable
for the  liabilities  of any other John  Hancock  Fund.  Liability  is therefore
limited to  circumstances  in which the Fund itself  would be unable to meet its
obligations, and the possibility of this occurrence is remote.

A  shareholder's  account  is  governed  by  the  laws  of The  Commonwealth  of
Massachusetts.

TAX STATUS

The Fund has  qualified  and  elected to be treated as a  "regulated  investment
company"  under  Subchapter M of the Code, and intends to continue to so qualify
in the future.  As such and by complying with the  applicable  provisions of the
Code regarding the sources of its income, the timing of its  distributions,  and
the  diversification  of its  assets,  the Fund will not be  subject  to Federal
income tax on its taxable income (including net short-term and long-term capital
gains)  which is  distributed  to  shareholders  in  accordance  with the timing
requirements of the Code.

The Fund will be subject to a 4%  non-deductible  Federal  excise tax on certain
amounts not distributed (and not treated as having been distributed) on a timely
basis in accordance  with annual  minimum  distribution  requirements.  The Fund
intends under normal  circumstances  to seek to avoid or minimize  liability for
such tax by satisfying such distribution requirements.

                                       37

<PAGE>

Distributions  from the  Fund's  current or  accumulated  earnings  and  profits
("E&P") will be taxable  under the Code for investors who are subject to tax. If
these  distributions  are  paid  from the  Fund's  "investment  company  taxable
income," they will be taxable as ordinary income;  and if they are paid from the
Fund's "net capital gain," they will be taxable as long-term  capital gain. (Net
capital  gain is the  excess  (if any) of net  long-term  capital  gain over net
short-term  capital loss, and investment  company  taxable income is all taxable
income and  capital  gains,  other than net capital  gain,  after  reduction  by
deductible  expenses.) Some distributions from investment company taxable income
and/or  net  capital  gain  may  be  paid  in  January  but  may be  taxable  to
shareholders  as if they had been received on December 31 of the previous  year.
The  tax  treatment  described  above  will  apply  without  regard  to  whether
distributions  are received in cash or reinvested  in  additional  shares of the
Fund.

Distributions,  if any,  in excess of E&P will  constitute  a return of  capital
under the Code, which will first reduce an investor's  federal tax basis in Fund
shares and then, to the extent such basis is exceeded,  will generally give rise
to capital gains.  Shareholders who have chosen automatic  reinvestment of their
distributions  will have a federal tax basis in each share received  pursuant to
such a  reinvestment  equal to the amount of cash they would have  received  had
they  elected  to receive  the  distribution  in cash,  divided by the number of
shares received in the reinvestment.

If the Fund acquires stock in certain foreign corporations that receive at least
75% of their  annual  gross  income  from  passive  sources  (such as  interest,
dividends,  rents,  royalties  or  capital  gain) or hold at least  50% of their
assets in investments producing such passive income ("passive foreign investment
companies"),  the Fund could be subject  to  Federal  income tax and  additional
interest charges on "excess distributions"  received from such companies or gain
from the sale of stock in such  companies,  even if all income or gain  actually
received by the Fund is timely  distributed to its shareholders.  The Fund would
not be able to pass through to its shareholders any credit or deduction for such
a tax.  Certain  elections  may,  if  available,  ameliorate  these  adverse tax
consequences,  but any such election would require the Fund to recognize taxable
income or gain without the concurrent receipt of cash. The Fund may limit and/or
manage its holdings in passive foreign investment  companies to minimize its tax
liability or maximize its return from these investments.

Foreign  exchange  gains and  losses  realized  by the Fund in  connection  with
certain  transactions  involving foreign  currency-denominated  debt securities,
certain foreign currency options,  foreign currency forward  contracts,  foreign
currencies,  or payables or receivables  denominated  in a foreign  currency are
subject to Section 988 of the Code, which generally causes such gains and losses
to be treated as ordinary  income and losses and may affect the  amount,  timing
and character of distributions to shareholders.  Any such  transactions that are
not directly related to the Fund's  investment in stock or securities,  possibly
including  speculative  currency positions or currency  derivatives not used for
hedging purposes, may increase the amount of gain it is deemed to recognize from
the sale of certain  investments or derivatives held for less than three months,
which  gain is limited  under the Code to less than 30% of its gross  income for
each taxable year, and could under future  Treasury  regulations  produce income
not among the types of  "qualifying  income"  from which the Fund must derive at
least 90% of its gross income for each taxable year. If the net foreign exchange
loss for a year  treated as ordinary  loss under  Section 988 were to exceed the
Fund's  investment  company taxable income computed  without regard to such loss
after  consideration  of certain  regulations on the treatment of  "post-October
losses"  the  resulting  overall  ordinary  loss  for  such  year  would  not be
deductible by the Fund or its shareholders in future years.

The Fund may be  subject  to  withholding  and other  taxes  imposed  by foreign
countries with respect to its investments in foreign securities. Tax conventions

                                       38

<PAGE>

between certain  countries and the U.S. may reduce or eliminate such taxes.  The
Fund does not expect to qualify to pass such taxes through to its  shareholders,
who consequently will not take such taxes into account on their own tax returns.
However,  the Fund will  deduct  such  taxes in  determining  the  amount it has
available for distribution to shareholders.

The amount of the Fund's net short-term and long-term  capital gains, if any, in
any  given  year will  vary  depending  upon the  Adviser's  current  investment
strategy and whether the Adviser  believes it to be in the best  interest of the
Fund to dispose of portfolio  securities or enter into options transactions that
will  generate  capital  gains.  At the time of an  investor's  purchase of Fund
shares,  a portion of the purchase  price is often  attributable  to realized or
unrealized  appreciation in the Fund's portfolio or undistributed taxable income
of the Fund.  Consequently,  subsequent  distributions from such appreciation or
income  may be  taxable  to such  investor  even if the net  asset  value of the
investor's  shares  is,  as a result  of the  distributions,  reduced  below the
investor's cost for such shares,  and the  distributions in reality  represent a
return of a portion of the purchase price.

Upon a redemption  of shares of the Fund  (including by exercise of the exchange
privilege) a shareholder  may realize a taxable gain or loss  depending upon the
amount of the proceeds and the investor's basis in his shares. Such gain or loss
will be treated as capital gain or loss if the shares are capital  assets in the
shareholder's  hands and will be long-term  or  short-term,  depending  upon the
shareholder's tax holding period for the shares and subject to the special rules
described  below.  A sales charge paid in purchasing  Class A shares of the Fund
cannot be taken into  account for  purposes of  determining  gain or loss on the
redemption or exchange of such shares within 90 days after their purchase to the
extent shares of the Fund or another John Hancock Fund are subsequently acquired
without  payment of a sales  charge  pursuant  to the  reinvestment  or exchange
privilege. Such disregarded load will result in an increase in the shareholder's
tax basis in the shares  subsequently  acquired.  Also,  any loss  realized on a
redemption or exchange may be  disallowed  to the extent the shares  disposed of
are replaced with other shares of the Fund within a period of 61 days  beginning
30 days  before and ending 30 days after the  shares are  disposed  of,  such as
pursuant to an election to reinvest  dividends in additional  shares.  In such a
case,  the  basis  of the  shares  acquired  will be  adjusted  to  reflect  the
disallowed  loss.  Any loss  realized  upon the  redemption of shares with a tax
holding period of six months or less will be treated as a long-term capital loss
to the extent of any amounts treated as distributions of long-term  capital gain
with respect to such shares.

Although its present  intention is to  distribute,  at least  annually,  all net
capital  gain, if any, the Fund reserves the right to retain and reinvest all or
any portion of the excess,  as computed for Federal income tax purposes,  of net
long-term  capital gain over net  short-term  capital loss in any year. The Fund
will not in any event  distribute  net capital gain  realized in any year to the
extent that a capital  loss is carried  forward  from prior years  against  such
gain.  To  the  extent  such  excess  was  retained  and  not  exhausted  by the
carryforward  of prior  years'  capital  losses,  it would be subject to Federal
income tax in the hands of the Fund.  Upon proper  designation of this amount by
the Fund, each  shareholder  would be treated for Federal income tax purposes as
if the Fund had  distributed  to him on the last day of its taxable year his pro
rata share of such excess,  and he had paid his pro rata share of the taxes paid
by the  Fund  and  reinvested  the  remainder  in the  Fund.  Accordingly,  each
shareholder  would (a) include  his pro rata share of such  excess as  long-term
capital  gain income in his return for his taxable year in which the last day of
the Fund's  taxable  year falls,  (b) be entitled  either to a tax credit on his
return for, or to a refund of, his pro rata share of the taxes paid by the Fund,
and (c) be  entitled to increase  the  adjusted  tax basis for his shares in the
Fund by the  difference  between  his pro rata share of such  excess and his pro
rata share of such taxes.

                                       39

<PAGE>

For Federal  income tax  purposes,  the Fund is permitted to carry forward a net
capital  loss in any year to offset its net capital  gains,  if any,  during the
eight years following the year of the loss. To the extent subsequent net capital
gains are offset by such  losses,  they  would not result in Federal  income tax
liability to the Fund and, as noted above,  would not be  distributed as such to
shareholders.  Presently,  there are no capital loss carry forward  available to
offset future net realized capital gains.

For purposes of the  dividends  received  deduction  available to  corporations,
dividends  received by the Fund,  if any,  from U.S.  domestic  corporations  in
respect of the stock of such  corporations  held by the Fund,  for U.S.  Federal
income  tax  purposes,  for at least  46 days  (91  days in the case of  certain
preferred  stock) and  distributed  and properly  designated  by the Fund may be
treated as qualifying  dividends.  Corporate  shareholders must meet the minimum
holding  period  requirement  stated above (46 or 91 days) with respect to their
shares of the Fund in order to qualify for the  deduction  and, if they have any
debt that is deemed under the Code directly  attributable to such shares, may be
denied a portion of the  dividends  received  deduction.  The entire  qualifying
dividend,  including  the  otherwise  deductible  amount,  will be  included  in
determining the excess (if any) of a corporate  shareholder's  adjusted  current
earnings over its alternative  minimum  taxable  income,  which may increase its
alternative  minimum  tax  liability,   if  any.  Additionally,   any  corporate
shareholder  should consult its tax adviser  regarding the possibility  that its
basis in its shares may be reduced,  for Federal income tax purposes,  by reason
of  "extraordinary  dividends"  received  with  respect to the  shares,  for the
purpose of computing its gain or loss on redemption or other  disposition of the
shares.

The Fund is required to accrue income on any debt securities that have more than
a de minimis amount of original issue discount (or debt securities acquired at a
market  discount,  if the Fund  elects  to  include  market  discount  in income
currently) prior to the receipt of the corresponding  cash payment.  The mark to
market  rules  applicable  to certain  options  and forward  contracts  may also
require the Fund to recognize  income or gain  without a  concurrent  receipt of
cash.  However,  the Fund must distribute to shareholders  for each taxable year
substantially all of its net income and net capital gains, including such income
or gain, to qualify as a regulated  investment  company and avoid  liability for
any federal income or excise tax. Therefore, the Fund may have to dispose of its
portfolio  securities under  disadvantageous  circumstances to generate cash, or
may have to leverage itself by borrowing the cash, to satisfy these distribution
requirements.

A state  income (and  possibly  local income  and/or  intangible  property)  tax
exemption is generally available to the extent (if any) the Fund's distributions
are derived from interest on (or, in the case of intangibles taxes, the value of
its assets is attributable to) certain U.S. Government obligations,  provided in
some states that  certain  thresholds  for holdings of such  obligations  and/or
reporting  requirements  are  satisfied.  The Fund will not seek to satisfy  any
threshold  or  reporting  requirements  that  may  apply  in  particular  taxing
jurisdictions,  although the Fund may in its sole  discretion  provide  relevant
information to shareholders.

The Fund will be required to report to the Internal  Revenue Service (the "IRS")
all taxable  distributions to  shareholders,  as well as gross proceeds from the
redemption  or exchange  of Fund  shares,  except in the case of certain  exempt
recipients,  i.e.,  corporations  and certain other investors  distributions  to
which are exempt from the information  reporting  provisions of the Code.  Under
the backup withholding  provisions of Code Section 3406 and applicable  Treasury
regulations,  all such reportable  distributions  and proceeds may be subject to
backup  withholding  of  federal  income  tax at the  rate of 31% in the case of
non-exempt  shareholders  who fail to furnish a Fund with their correct taxpayer
identification number and certain  certifications  required by the IRS or if the
IRS or a broker  notifies the Fund that the number  furnished by the shareholder
is  incorrect  or that the  shareholder  is subject to backup  withholding  as a

                                       40

<PAGE>

result of failure to report  interest or dividend  income.  A Fund may refuse to
accept an application that does not contain any required taxpayer identification
number or  certification  that the number  provided  is  correct.  If the backup
withholding  provisions are  applicable,  any such  distributions  and proceeds,
whether taken in cash or  reinvested  in shares,  will be reduced by the amounts
required  to be  withheld.  Any  amounts  withheld  may be  credited  against  a
shareholder's U.S. federal income tax liability.  Investors should consult their
tax advisers about the applicability of the backup withholding provisions.

Different tax treatment, including penalties on certain excess contributions and
deferrals, certain pre-retirement and post-retirement  distributions and certain
prohibited  transactions,  is  accorded  to  accounts  maintained  as  qualified
retirement  plans.  Shareholders  should  consult  their tax  advisers  for more
information.

Limitations imposed by the Code on regulated  investment companies like the Fund
may  restrict  the  Fund's  ability  to enter  into  options,  foreign  currency
positions, and foreign currency forward contracts.

Certain options and forward foreign currency transactions undertaken by the Fund
may cause the Fund to  recognize  gains or losses  from  marking to market  even
though its positions  have not been sold or terminated  and affect the character
as long-term or short-term (or, in the case of certain foreign  currency-related
forward  contracts  or options,  as ordinary  income or loss) and timing of some
capital  gains and  losses  realized  by the Fund.  Also,  certain of the Fund's
losses  on its  transactions  involving  options  or  forward  contracts  and/or
offsetting or successor  portfolio  positions may be deferred  rather than being
taken into account  currently in calculating the Fund's taxable income or gains.
Certain of such  transactions  may also cause the Fund to dispose of investments
sooner than would  otherwise have  occurred.  These  transactions  may therefore
affect  the  amount,  timing  and  character  of  the  Fund's  distributions  to
shareholders. Certain of the applicable tax rules may be modified if the Fund is
eligible  and chooses to make one or more of certain tax  elections  that may be
available.  The Fund will take into  account the  special  tax rules  (including
consideration  of  available  elections)   applicable  to  options  and  forward
contracts in order to seek to minimize any potential adverse tax consequences.

The  foregoing  discussion  relates  solely to U.S.  Federal  income  tax law as
applicable to U.S. persons (i.e.,  U.S.  citizens or residents and U.S. domestic
corporations,  partnerships,  trusts or estates)  subject to tax under such law.
The discussion does not address special tax rules  applicable to certain classes
of investors,  such as tax-exempt entities,  insurance companies,  and financial
institutions.  Dividends, capital gain distributions,  and ownership of or gains
realized on the  redemption  (including  an exchange) of Fund shares may also be
subject to state and local  taxes.  Shareholders  should  consult  their own tax
advisers as to the  Federal,  state or local tax  consequences  of  ownership of
shares  of, and  receipt of  distributions  from,  the Fund in their  particular
circumstances.

Non-U.S.  investors  not engaged in a U.S.  trade or  business  with which their
investment in the Fund is effectively  connected will be subject to U.S. Federal
income  tax  treatment  that is  different  from  that  described  above.  These
investors may be subject to nonresident alien withholding tax at the rate of 30%
(or a lower rate under an applicable tax treaty) on amounts  treated as ordinary
dividends  from the Fund and,  unless an  effective  IRS Form W-8 or  authorized
substitute  for Form W-8 is on file, to 31% backup  withholding on certain other
payments from the Fund.  Non-U.S.  investors  should  consult their tax advisers
regarding such  treatment and the  application of foreign taxes to an investment
in the Fund.

                                       41

<PAGE>

The Fund is not subject to  Massachusetts  corporate  excise or franchise taxes.
Provided  that the Fund  qualifies as a regulated  investment  company under the
Code, it will also not be required to pay any Massachusetts income tax.


CALCULATION OF PERFORMANCE
   
As of December 31, 1996,  the average annual total returns of the Class A shares
of the Fund for the one,  five and ten year  periods were  16.08%,  11.07%,  and
12.10%,  respectively.  As of December 31, 1996,  the average annual returns for
the Fund's Class B shares for the one and five year periods and since  inception
on August 22, 1991 were 16.25%, 11.08% and 12.53%, respectively.
    
The Fund's  total  return is computed by finding the average  annual  compounded
rate of return over the 1-year,  5-year,  and 10-year  periods that would equate
the initial  amount  invested to the ending  redeemable  value  according to the
following formula:


                         Yield = 2([(a - b) + 1] 6 - 1
                                      ---
                                       cd

Where:

P =            a hypothetical initial investment of $1,000.

T =            average annual total return.

n =            number of years.

ERV =          ending redeemable value of a hypothetical $1,000 investment made 
               at the beginning of the 1 year, 5 year and l10 year periods.

In the case of Class A shares or Class B shares,  this  calculation  assumes the
maximum  sales  charge is  included  in the  initial  investment  or the CDSC is
applied at the end of the period.  This  calculation  assumes that all dividends
and  distributions  are reinvested at net asset value on the reinvestment  dates
during the period.  The  "distribution  rate" is determined by  annualizing  the
result of dividing the declared  dividends of the Fund during the period  stated
by the  maximum  offering  price or net  asset  value at the end of the  period.
Excluding  the Fund's sale charge from the  distribution  rate produces a higher
rate.

In addition to average  annual total returns,  the Fund may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Cumulative total returns may be quoted as a percentage or
as a dollar amount, and may be calculated for a single  investment,  a series of
investments, and/or a series of redemptions, over any time period. Total returns
may be quoted with or without  taking the Fund's maximum sales charge on Class A
shares or the CDSC on Class B shares into  account.  Excluding  the Fund's sales
charge  on Class A shares  and the  CDSC on Class B shares  from a total  return
calculation  produces a higher total return figure.

                                       42

<PAGE>

The  Fund's  yield is  computed  by  dividing  net  investment  income per share
determined  for a 30-day period by the maximum  offering  price per share (which
includes the full sales charge) on the last day of the period,  according to the
following standard formula:


     n _____
T = \ /ERV/P - 1


Where:

         a=       dividends and interest earned during the period.

         b=       net expenses accrued during the period.

         c=       the average daily number of fund shares outstanding during the
                  period that would be entitled to receive dividends.

         d=       the maximum offering price per share on the last day of the 
                  period (NAV where applicable).


From time to time, in reports and promotional  literature,  the Fund's yield and
total  return  will be  compared  to  indices of mutual  funds and bank  deposit
vehicles such as Lipper Analytical Services, Inc.'s "Lipper -- Fixed Income Fund
Performance  Analysis," a monthly  publication  which  tracks net assets,  total
return,  and yield on fixed income mutual funds in the United  States.  Ibottson
and Associates,  CDA  Weisenberger  and F.C. Towers are also used for comparison
purposes, as well as the Russell and Wilshire Indices.

Performance  rankings and ratings  reported  periodically in national  financial
publications  such as MONEY  Magazine,  FORBES,  BUSINESS  WEEK, THE WALL STREET
JOURNAL, MICROPAL, INC., MORNINGSTAR,  STANGER'S and BARRON'S, etc. will also be
utilized.  The Fund's promotional and sales literature may make reference to the
Fund's  "beta." Beta is a reflection of the  market-related  risk of the Fund by
showing how responsive the Fund is to the market.

The performance of the Fund is not fixed or guaranteed.  Performance  quotations
should not be considered to be  representations  of  performance of the Fund for
any period in the  future.  The  performance  of the Fund is a function  of many
factors  including  its  earnings,  expenses and number of  outstanding  shares.
Fluctuating  market  conditions;  purchases,  sales and  maturities of portfolio
securities;  sales and redemptions of shares of beneficial interest; and changes
in  operating  expenses  are all examples of items that can increase or decrease
the Fund's performance.

BROKERAGE ALLOCATION

Decisions  concerning the purchase and sale of portfolio  securities of the Fund
and the allocation of brokerage commissions are made by the Adviser and officers
of the Fund pursuant to recommendations  made by its investment committee of the
Adviser,  which  consists  of  officers  and  Trustees  of the  Adviser  who are
interested persons of the Fund. Orders for purchases and sales of securities are
placed in a manner  which,  in the opinion of the  Adviser,  will offer the best
price  and  market  for  the  execution  of  each  transaction.  Purchases  from
underwriters  of portfolio  securities  may include a commission or  commissions
paid by the issuer  and  transactions  with  dealers  serving  as market  makers

                                       43

<PAGE>

reflect a "spread." Debt securities are generally  traded on a net basis through
dealers  acting  for their own  account as  principals  and not as  brokers;  no
brokerage commissions are payable on such transactions.

In the U.S. and in some other countries,  debt securities are traded principally
in the  over-the-counter  market on a net basis through dealers acting for their
own  account  and not as  brokers.  In other  countries,  both  debt and  equity
securities  are traded on exchanges at fixed  commission  rates.  Commissions on
foreign  transactions are generally higher than the negotiated  commission rates
available  in the U.S.  There  is  generally  less  government  supervision  and
regulation of foreign stock exchanges and broker-dealers than in the U.S.

The Fund's  primary  policy is to execute all  purchases  and sales of portfolio
instruments  at the  most  favorable  prices  consistent  with  best  execution,
considering all of the costs of the transaction including brokerage commissions.
This policy governs the selection of brokers and dealers and the market in which
a transaction is executed.  Consistent with the foregoing  primary  policy,  the
Rules of Fair Practice of the National  Association of Securities Dealers,  Inc.
and other  policies  that the Trustees may  determine,  the Adviser may consider
sales of shares of the Fund as a factor in the  selection of  broker-dealers  to
execute the Fund's portfolio transactions.
   
To the extent  consistent  with the foregoing,  the Fund will be governed in the
selection of brokers and dealers,  and the  negotiation of brokerage  commission
rates and dealer  spreads,  by the  reliability  and  quality  of the  services,
including primarily the availability and value of research  information and to a
lesser extent statistical  assistance  furnished to the Adviser of the Fund, and
their value and expected  contribution to the performance of the Fund. It is not
possible to place a dollar value on information and services to be received from
brokers and dealers,  since it is only  supplementary to the research efforts of
the  Adviser.  The receipt of  research  information  is not  expected to reduce
significantly  the  expenses  of  the  Adviser.  The  research  information  and
statistical  assistance  furnished  by brokers  and dealers may benefit the Life
Company or other  advisory  clients of the Adviser,  and  conversely,  brokerage
commissions and spreads paid by other advisory clients of the Adviser may result
in research information and statistical  assistance  beneficial to the Fund. The
Fund  will make no  commitments  to  allocate  portfolio  transactions  upon any
prescribed  basis.  While the  Advisers  will be primarily  responsible  for the
allocation of the Fund's  brokerage  business,  their  policies and practices in
this  regard  must be  consistent  with the  foregoing  and will at all times be
subject to review by the  Trustees.  For the fiscal years ended August 31, 1996,
1995 and 1994,  the Fund paid  negotiated  brokerage  commissions  of  $246,980,
$1,135,806 and $373,133,  respectively. For the period from September 1, 1996 to
December  31,  1996,  the  fund  paid   negotiated   brokerage   commissions  of
$____________.

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay to a broker which provides  brokerage and research  services to the Fund
an amount of disclosed  commission  in excess of the  commission  which  another
broker would have  charged for  effecting  that  transaction.  This  practice is
subject  to a good  faith  determination  by the  Trustees  that  the  price  is
reasonable  in light of the services  provided and to policies that the Trustees
may  adopt  from time to time.  During  the  period  from  September  1, 1996 to
December 31,  1996,  the Fund pay $42,840  commissions  as  compensation  to any
brokers for research services such as industry, economic and company reviews and
evaluations of securities.

The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder of John Hancock  Distributors,  Inc.  ("Distributors" or "Affiliated
Brokers"). Pursuant to procedures determined by the Trustees and consistent with
the above policy of obtaining best net results,  the Fund may execute  portfolio
transactions with or through Affiliated Brokers.  During the year ended December
31,  1996,  the  Fund did not  execute  any  portfolio  transactions  with  then
affiliated brokers.
    
                                       44

<PAGE>

Any of the  Affiliated  Brokers  may  act as  broker  for the  Fund on  exchange
transactions,  subject,  however,  to the  general  policy of the Fund set forth
above and the  procedures  adopted  by the  Trustees  pursuant  to the 1940 Act.
Commissions paid to an Affiliated  Broker must be at least as favorable as those
which the Trustees believe to be  contemporaneously  charged by other brokers in
connection with  comparable  transactions  involving  similar  securities  being
purchased or sold. A transaction  would not be placed with an Affiliated  Broker
if the  Fund  would  have to pay a  commission  rate  less  favorable  than  the
Affiliated Broker's  contemporaneous charges for comparable transactions for its
other most favored, but unaffiliated,  customers,  except for accounts for which
the Affiliated  Broker acts as a clearing broker for another brokerage firm, and
any customers of the Affiliated  Broker not comparable to the Fund as determined
by a majority of the Trustees who are not interested  persons (as defined in the
1940 Act) of the Fund,  the  Adviser  or the  Affiliated  Brokers.  Because  the
Adviser,  which is affiliated with the Affiliated Brokers, has, as an investment
adviser to the Fund, the obligation to provide investment  management  services,
which includes elements of research and related investment skills, such research
and  related  skills will not be used by the  Affiliated  Brokers as a basis for
negotiating commissions at a rate higher than that determined in accordance with
the above criteria.

Other investment  advisory clients advised by the Adviser may also invest in the
same securities and the Fund. When these clients buy or sell the same securities
at  substantially  the same time, the Adviser may average the  transaction as to
price and  allocate the amount of  available  investments  in a manner which the
Adviser  believes to be equitable to each client,  including  the Fund.  In some
instances,  this  investment  procedure may  adversely  affect the price paid or
received by the Fund or the size of the position obtainable for it. On the other
hand, to the extent  permitted by law, the adviser may aggregate the  securities
to be sold or  purchased  for the Fund with  those to be sold or  purchased  for
other clients managed by it in order to obtain best execution.

TRANSFER AGENT SERVICES
   
John Hancock Signature  Services,  Inc., 1 John Hancock Way STE 1000, Boston, MA
02217-1000,  a wholly owned  indirect  subsidiary  of the Life  Company,  is the
transfer and dividend  paying agent for the Fund. The Fund pays an annual fee of
$19.00 for each Class A shareholder and $21.50 for each Class B shareholder plus
certain out-of-pocket expenses. These expenses are aggregated and charged to the
Fund and  allocated  to each  class on the  basis of their  relative  net  asset
values.
    
CUSTODY OF PORTFOLIO

Portfolio  securities  of the Fund are held  pursuant to a  custodian  agreement
between the Fund and Investors  Bank & Trust Company  ("IBT"),  89 South Street,
Boston,  Massachusetts  02111.  Under  the  custodian  agreement,  IBT  performs
custody, portfolio and fund accounting services.

INDEPENDENT AUDITORS
   
_________________, ____________________,  Boston,  Massachusetts 02116, has been
selected as the  independent  auditors of the Fund. The financial  statements of
the Fund included in the Prospectus and this Statement of Additional Information
have been audited by _________________ for the periods indicated in their report
thereon  appearing  elsewhere  herein,  and are  included in reliance  upon such
report  given  upon the  authority  of such firm as experts  in  accounting  and
auditing.
    
                                       45
<PAGE>

                                   APPENDIX A

                           Description of Bond Ratings

The ratings of Moody's  Investors  Service,  Inc. and Standard & Poor's  Ratings
Group  represent  their  opinions as to the quality of various debt  instruments
they  undertake to rate. It should be  emphasized  that ratings are not absolute
standards of quality.  Consequently,  debt  instruments  with the same maturity,
coupon and rating may have different  yields while debt  instruments of the same
maturity and coupon with different ratings may have the same yield.

                         MOODY'S INVESTORS SERVICE, INC.

Aaa: Bonds which are rated Aaa are judged to be of the best quality.  They carry
the smallest  degree of investment  risk and are generally  referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally  stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all  standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or fluctuations of protective  elements
may be of greater  amplitude or there may be other  elements  present which make
the long-term risks appear somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment  attributes and are
to be considered as upper medium grade  obligations.  Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment at some time in the future.

Baa: Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither  highly  protected nor poorly  secured.  Interest  payments and
principal  security  appear  adequate  for the present  but  certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

Ba:  Bonds  which are rated Ba are judged to have  speculative  elements;  their
future cannot be considered  as well assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded
during  both  good  and bad  times  over the  future.  Uncertainty  of  position
characterizes bonds in this class.

B: Bonds  which are rated B  generally  lack the  characteristics  of  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

Caa:  Bonds  which are rated Caa are of poor  standing.  Such  issues  may be in
default or there may be present  elements of danger with respect to principal or
interest.

Ca: Bonds which are rated Ca represented  obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.


                                      A-1
<PAGE>

                         STANDARD & POOR'S RATINGS GROUP

AAA:  Debt  rated AAA has the  highest  rating  assigned  by  Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the highest rated issues only in small degree.

A: Debt  rated A has a strong  capacity  to pay  interest  and repay  principal,
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB:  Debt rated BBB is regarded as having an adequate  capacity to pay interest
and  repay  principal.   Whereas  it  normally  exhibits   adequate   protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories.

BB,  B:  Debt  rated  BB,  and  B is  regarded,  on  balance,  as  predominantly
speculative  with  respect to capacity to pay  interest  and repay  principal in
accordance with the terms of the  obligation.  BB indicates the lowest degree of
speculation  and CC the  highest  degree of  speculation.  While  such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

CCC: Debt rated 'CCC' has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely  payment of interest and repayment of principal.  In the event of adverse
business,  financial  or  economic  conditions,  it is not  likely  to have  the
capacity to pay interest and repay principal.  The 'CCC' rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
'B' or 'B-' rating.

CC: The rating 'CC' is  typically  applied to debt  subordinated  to senior debt
that is assigned an actual or implied 'CCC' rating.











                                      A-2
<PAGE>

                              FINANCIAL STATEMENTS


































                                      F-1

<PAGE>

                          John Hancock Investment Trust

                                     PART C.

                                OTHER INFORMATION

Item 24.        Financial Statements and Exhibits

     (a) Not applicable.

     (b) Exhibits:

     The exhibits to this Registration Statement are listed in the Exhibit Index
hereto and are incorporated herein by reference.

Item 25.  Persons Controlled by or under Common Control with Registrant

     No person is directly or indirectly  controlled by or under common  control
with Registrant.

Item 26.  Number of Holders of Securities

     As of  January  31,  1997,  the  number  of  record  holders  of  shares of
Registrant was as follows:

          Title of Class                               Number of Record Holders
          --------------                               ------------------------
               
          John Hancock Growth & Income Fund
          Class A Shares -                                     12,593 
          Class B Shares -                                     12,852 

          John Hancock Sovereign Investors Fund
          Class A Shares -                                    118,197  
          Class B Shares -                                     39,012 
          Class C Shares -                                        185

          John Hancock Sovereign Balanced Fund
          Class A Shares -                                      8,041   
          Class B Shares -                                      8,296

Item 27.  Indemnification

     Section 4.3 of  Registrant's  Declaration  of Trust provides that (i) every
     person who is, or has been,  a Trustee,  officer,  employee or agent of the
     Trust  (including  any  individual  who serves at its request as  director,
     officer,  partner,  trustee or the like of another organization in which it
     has  any  interest  as a  shareholder,  creditor  or  otherwise)  shall  be
     indemnified  by the Trust,  or by one or more  Series  thereof if the claim
     arises from his or her conduct  with  respect to only such  Series,  to the
     fullest  extent  permitted  by law  against all  liability  and against all
     expenses  reasonably  incurred or paid by him in connection with any claim,
     action,  suit or  proceeding  in which he  becomes  involved  as a party or
     otherwise  by virtue of his being or having  been a Trustee or officer  and
     against amounts paid or incurred by him in the settlement thereof; and that
     (ii) the words "claim,"  "action,"  "suit," or "proceeding"  shall apply to
     all claims,  actions,  suits or  proceedings  (civil,  criminal,  or other,
     including  appeals),  actual or threatened;  and the words  "liability" and
     "expenses"  shall include,  without  limitation,  attorneys'  fees,  costs,
     judgments,   amounts  paid  in  settlement,   fines,  penalties  and  other
     liabilities.

                                      C-1

<PAGE>

     However,  no indemnification  shall be provided to a Trustee or officer (i)
     against any liability to the Trust, a Series thereof or the Shareholders by
     reason of willful  misfeasance,  bad faith,  gross  negligence  or reckless
     disregard  of the duties  involved in the conduct of his office;  (ii) with
     respect to any matter as to which he shall  have been  finally  adjudicated
     not to have acted in good faith in the  reasonable  belief  that his action
     was in the best  interest  of the Trust or a Series  thereof;  (iii) in the
     event  of  a  settlement  or  other   disposition  not  involving  a  final
     adjudication  resulting in a payment by a Trustee or officer,  unless there
     has been a  determination  that such  Trustee or officer  did not engage in
     willful  misfeasance,  bad faith, gross negligence or reckless disregard of
     the duties  involved  in the  conduct of his office by (A) a court by (B) a
     majority of the Non- interested  trustees or independent legal counsel,  or
     (C) a vote of the majority of the Fund's outstanding shares.

     The rights of indemnification may be insured against by policies maintained
     by the Trust,  shall be  severable,  shall not  affect any other  rights to
     which any  Trustee or  officer  may now or  hereafter  be  entitled,  shall
     continue  as to a person who has ceased to be such  Trustee or officer  and
     shall  inure to the  benefit of the heirs,  executors,  administrators  and
     assigns of such a person.  Nothing contained herein shall affect any rights
     to  indemnification  to which  personnel of the Trust or any Series thereof
     other than  Trustees  and officers may be entitled by contract or otherwise
     under law.

     Expenses of preparation and presentation of a defense to any claim, action,
     suit or proceeding  may be advanced by the Trust or a Series thereof before
     final disposition, if the recipient undertakes to repay the amount if it is
     ultimately determined that he is not entitled to indemnification,  provided
     that either:

          (i)  such  undertaking  is  secured  by a  surety  bond or some  other
          appropriate security provided by the recipient, or the Trust or Series
          thereof  shall  be  insured  against  losses  arising  out of any such
          advances; or (ii) a majority of the Non-interested  Trustees acting on
          the matter  (provided that a majority of the  Non-interested  Trustees
          act on the  matter)  or an  independent  legal  counsel  in a  written
          opinion  shall  determine,  based upon a review of  readily  available
          facts (as opposed to a full trial-type inquiry),  that there is reason
          to believe that the  recipient  ultimately  will be found  entitled to
          indemnification.

          For purposes of indemnification Non-interested Trustee" is one who (i)
          is not an "Interested  Person" of the Trust (including  anyone who has
          been  exempted  from  being  an  "Interested   Person"  by  any  rule,
          regulation  or order of the  Commission),  and (ii) is not involved in
          the claim, action, suit or proceeding.

     (b) Under the Distribution Agreement.  Under Section 12 of the Distribution
Agreement,  John  Hancock  Funds,  Inc.  ("John  Hancock  Funds")  has agreed to
indemnify the  Registrant  and its Trustees,  officers and  controlling  persons
against claims arising out of certain acts and statements of John Hancock Funds.

                                      C-2

<PAGE>

     Section 9(a) of the By-Laws of the Insurance Company  provides,  in effect,
that the Insurance Company will,  subject to limitations of law,  indemnify each
present  and former  director,  officer  and  employee  of the of the  Insurance
Company who serves as a Trustee or officer of the Registrant at the direction or
request of the Insurance  Company  against  litigation  expenses and liabilities
incurred while acting as such, except that such  indemnification  does not cover
any expense or liability incurred or imposed in connection with any matter as to
which such person shall be finally  adjudicated  not to have acted in good faith
in the  reasonable  belief  that his  action  was in the best  interests  of the
Insurance  Company.  In  addition,  no such  person will be  indemnified  by the
Insurance  Company in respect of any liability or expense incurred in connection
with any matter settled without final adjudication  unless such settlement shall
have been approved as in the best  interests of the Insurance  Company either by
vote of the Board of  Directors at a meeting  composed of directors  who have no
interest  in the  outcome of such  vote,  or by vote of the  policyholders.  The
Insurance  Company may pay expenses  incurred in defending an action or claim in
advance of its final disposition, but only upon receipt of an undertaking by the
person  indemnified  to repay  such  payment  if he should be  determined  to be
entitled to indemnification.

     Article IX of the respective  By-Laws of John Hancock Funds and the Adviser
provide as follows:

"Section  9.01.  Indemnity:  Any person made or threatened to be made a party to
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  by reason  of the fact  that he is or was at any time  since the
inception  of the  Corporation  serving at the request of the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  shall be indemnified  by the  Corporation
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding if he acted in good faith and the liability was not
incurred  by reason of gross  negligence  or  reckless  disregard  of the duties
involved in the conduct of his office, and expenses in connection  therewith may
be advanced by the Corporation, all to the full extent authorized by the law."

"Section 9.02. Not Exclusive;  Survival of Rights: The indemnification  provided
by Section 9.01 shall not be deemed  exclusive of any other right to which those
indemnified may be entitled, and shall continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such as person."

Insofar as indemnification for liabilities under the Securities Act of 1933 (the
"Act")  may be  permitted  to  Trustees,  officers  and  controlling  persons of
Registrant  pursuant  to the  Registrant's  Amended  and  Restated  Articles  of
Incorporation,  Article  10.1  of the  Registrant's  By-Laws,  The  underwriting
Agreement,  the By-Laws of John Hancock  Funds,  the Adviser,  or the  Insurance
Company or  otherwise,  Registrant  has been  advised that in the opinion of the
Securities and Exchange  Commission  such  indemnification  is against policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such Trustee,  officer or controlling  person in connection with the
securities  being  registered,  Registrant  will,  unless in the  opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of  appropriate  jurisdiction  the  question  whether  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      C-3

<PAGE>

Item 28.  Business and other Connections of Investment Adviser

     For information as to the business, profession, vocation or employment of a
substantial  nature of each of the  officers  and  Directors  of the  Investment
Adviser,  reference is made to Forms ADV  (801-8124)  filed under the Investment
Advisers Act of 1940, herein incorporated by reference.

Item 29.  Principal Underwriters

(a) John Hancock Funds acts as principal underwriter for the Registrant and also
serves as principal  underwriter  or distributor of shares for John Hancock Cash
Reserve,  Inc.,  John Hancock Bond Trust,  John Hancock Current  Interest,  John
Hancock Series Trust, John Hancock Tax-Free Bond Trust, John Hancock  California
Tax-Free Income Fund, John Hancock  Capital  Series,  John Hancock  Limited-Term
Government Fund, John Hancock Special Equities Fund, John Hancock Sovereign Bond
Fund, John Hancock  Tax-Exempt Series Fund, John Hancock Strategic Series,  John
Hancock World Fund, John Hancock  Investment Trust,  John Hancock  Institutional
Series Trust,  John Hancock  Investment Trust II, John Hancock  Investment Trust
III and John Hancock Investment Trust IV.

(b) The  following  table lists,  for each  director and officer of John Hancock
Funds, the information indicated.

















                                      C-4
<PAGE>

<TABLE>
<CAPTION>

  Name and Principal                Positions and Offices                  Positions and Offices
   Business Address                    with Underwriter                       with Registrant
   ----------------                    ----------------                       ---------------
<S>                                          <C>                                <C>
Edward J. Boudreau, Jr.       Director, Chairman, President and         Trustee, Chairman, and Chief
101 Huntington Avenue              Chief Executive Officer                   Executive Officer
Boston, Massachusetts

 Robert H. Watts                    Director, Executive Vice                        None
John Hancock Place              President and Chief Compliance
P.O. Box 111                               Officer
Boston, Massachusetts

Robert G. Freedman                          Director                       Vice Chairman and Chief
101 Huntington Avenue                                                         Investment Officer
Boston, Massachusetts

Stephen M. Blair                   Executive Vice President                         None
101 Huntington Avenue
Boston, Massachusetts

James W. McLaughlin                  Senior Vice President                          None
101 Huntington Avenue                          and
Boston, Massachusetts                Chief Financial Officer

David A. King                               Director                                None
101 Huntington Avenue
Boston, Massachusetts

James B. Little                      Senior Vice President                Senior Vice President and
101 Huntington Avenue                                                       Chief Financial Officer
Boston, Massachusetts

William S. Nichols                   Senior Vice President                          None
101 Huntington Avenue
Boston, Massachusetts

John A. Morin                     Vice President and Secretary                 Vice President
101 Huntington Avenue
Boston, Massachusetts


                                      C-5
<PAGE>

  Name and Principal                Positions and Offices                  Positions and Offices
   Business Address                    with Underwriter                       with Registrant
   ----------------                    ----------------                       ---------------

Susan S. Newton                         Vice President                 Vice President and Secretary
101 Huntington Avenue
Boston, Massachusetts

Christopher M. Meyer              Second Vice President and                         None
101 Huntington Avenue                     Treasurer
Boston, Massachusetts

Stephen L. Brown                           Director                                 None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Thomas E. Moloney                          Director                                 None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Jeanne M. Livermore                        Director                                 None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Richard S. Scipione                        Director                               Trustee
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Anne C. Hodsdon                            Director and Executive                 President
101 Huntington Avenue                      Vice President
Boston, Massachusetts


                                      C-6
<PAGE>

  Name and Principal                Positions and Offices                  Positions and Offices
   Business Address                    with Underwriter                       with Registrant
   ----------------                    ----------------                       ---------------

Richard O. Hansen                          Director                                  None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

John M. DeCiccio                           Director                                  None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Foster L. Aborn                            Director                                  None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

David F. D'Alessandro                      Director                                  None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

William C. Fletcher                        Director                                  None
53 State Street
Boston, Massachusetts

James V. Bowhers                    Executive Vice President                         None
101 Huntington Avenue
Boston, Masschusetts

Anthony P. Petrucci                   Senior Vice President                          None
101 Huntington Avenue
Boston, Massachusetts

Charles H. Womack                     Senior Vice President                          None
6501 Americas Parkway
Suite 950
Albuquerque, New Mexico

Keith Harstein                        Senior Vice President                          None
101 Huntington Avenue
Boston, Massachusetts

                                      C-7

<PAGE>

  Name and Principal                Positions and Offices                  Positions and Offices
   Business Address                    with Underwriter                       with Registrant
   ----------------                    ----------------                       ---------------

Griselda Lyman                            Vice President                             None
101 Huntington Avenue
Boston, Massachusetts

Karen Walsh                               Vice President                             None
101 Huntington Avenue
Boston, Massachusetts
</TABLE>

     (c) None.

Item 30.  Location of Accounts and Records

     Registrant  maintains  the records  required to be  maintained  by it under
     Rules 31a-1 (a), 31a-a(b), and 31a-2(a) under the Investment Company Act of
     1940 as its principal  executive offices at 101 Huntington  Avenue,  Boston
     Massachusetts  02199-7603.  Certain records,  including records relating to
     Registrant's  shareholders  and the physical  possession of its securities,
     may be maintained pursuant to Rule 31a-3 at the main office of Registrant's
     Transfer Agent and Custodian.

Item 31.  Management Services

     Not applicable.

Item 32.  Undertakings

     (a) Not applicable.

     (b) Not applicable.

     (c)  Registrant  hereby  undertakes  to  furnish  each  person  to  whom  a
prospectus  with respect to a series of the  Registrant is delivered with a copy
of the latest  annual  report to  shareholders  with respect to that series upon
request and without charge.






















                                      C-8
<PAGE>

                                   SIGNATURES


     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, has duly caused this Registration  Statement to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of Boston,  and the  Commonwealth of  Massachusetts on the 27th day of February,
1997.

                                            JOHN HANCOCK INVESTMENT TRUST

                                            By:             *
                                               ---------------------------------
                                            Edward J. Boudreau, Jr.
                                            Chairman and Chief Executive Officer

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
Registration  has been signed below by the following  persons in the  capacities
and on the dates indicated.
<TABLE>
<CAPTION>

       Signature                               Title                                 Date
       ---------                               -----                                 ----
<S>                                               <C>                                 <C>
             *
- ------------------------            Chairman and Chief Executive
Edward J. Boudreau, Jr.         Officer (Principal Executive Officer)


/s/ James B. Little
- ------------------------          Senior Vice President and Chief             February 27, 1997
James B. Little                    Financial Officer (Principal
                                 Financial and Accounting Officer)

             *                               Trustee
- ------------------------
James F. Carlin

             *                               Trustee
- ------------------------
William H. Cunningham

             *                               Trustee
- ------------------------
Charles F. Fretz

             *                               Trustee
- ------------------------
Harold R. Hiser, Jr.

             *                               Trustee
- ------------------------
Anne C. Hodsdon


- ------------------------                     Trustee
Charles L. Ladner


                                      C-9
<PAGE>

       Signature                               Title                                 Date
       ---------                               -----                                 ----


             *
- ------------------------                     Trustee
Leo E. Linbeck, Jr.

             *
- ------------------------                     Trustee
Patricia P. McCarter

             *                               Trustee
- ------------------------
Steven R. Pruchansky                         

             *                               Trustee
- ------------------------  
Norman H. Smith                              

             *
- ------------------------                     Trustee
Richard S. Scipione                          

             *                               Trustee
- ------------------------   
John P. Toolan                               


By:      /s/Susan S. Newton                                                   February 27, 1997
         ------------------
         Susan S. Newton,
         Attorney-in-Fact
         Powers of Attorney dated
         June 25, 1996.
</TABLE>








                                      C-10
<PAGE>

                               Index to Exhibits

Exhibit No.                        Description

99.B1              Amended and Restated Declaration of Trust of John Hancock
                   Investment Trust dated July 1, 1996.***

99.B2              Amended and Restated By-Laws dated November 19, 1996.****

99.B3              Not Applicable.

99.B4              Form of Class A Share and Class B Share Certificates for
                   Growth and Income Fund.**

99.B5              Investment Advisory Agreement between John Hancock Advisers,
                   Inc. and the Registrant on behalf of Growth and Income Fund.*

99.B5.1            Amended and Restated Administrative Service Agreement among
                   Transamerica Fund Management Company, Transamerica Funds
                   Distributor, Inc., and the Registrant on behalf of Growth and
                   Income Fund.*

99.B5.2            Investment Management Contract between John Hancock Advisers,
                   Inc. and the Registrant on behalf of Sovereign Investors
                   Fund dated December 2, 1996.+

99.B5.3            Investment Management Contract between John Hancock Advisers,
                   Inc. and the Registrant on behalf of Sovereign Balanced
                   Fund dated December 2, 1996.+

99.B5.4            Service Agreement between Registrant and Sovereign Asset
                   Management Corporation dated December 2, 1996.+

99.B6              Distribution Agreement between the Registrant and John 
                   Hancock Broker Distribution Services, Inc.*

99.B6.1            Form of Soliciting Dealer Agreement between John Hancock
                   Funds, Inc. and the John Hancock funds.*

99.B6.2            Form of Financial Distribution Sales and Services Agreement
                   between John Hancock Funds, Inc. and the John Hancock funds.*

99.B6.3            Amendment to Distribution Agreement between John Hancock
                   Funds and the Registrant dated December 2, 1996.+

                                      C-11 
<PAGE>

Exhibit No.                        Description

99.B7              Not Applicable.

99.B8              Master Custodian Agreement between the John Hancock Funds and
                   Investors Bank & Trust company.*

99.B9              Transfer Agency Agreement between John Hancock Investor
                   Services Corporation and the John Hancock funds.*

99.B9.1            Amended Transfer Agency and Service Agreements for Sovereign
                   Balanced Fund and Sovereign Investors Fund dated 
                   December 2, 1996.+

99.B10             Not Applicable.

99.B11             Not Applicable.

99.B12             Not Applicable.

99.B13             Not Applicable.

99.B14             Not Applicable.

99.B15             Rule 12b-1 Plan (Class A Shares).
                   (i) Growth and Income Fund *

99.B15.1           Rule 12b-1 Plan (Class B Shares).
                   (i) Growth and Income Fund *

99.B15.2           Rule 12b-1 Plan (Class A Shares)
                   (i) Sovereign Investors Fund.+

99.B15.3           Rule 12b-1 Plan (Class B Shares)
                   (i) Sovereign Investors Fund.+

99.B15.4           Rule 12b-1 Plan (Class A Shares)
                   (i) Sovereign Balanced Fund.+

99.B15.5           Rule 12b-1 Plan (Class B Shares)
                   (i) Sovereign Balanced Fund.+

99.B16             Schedule for computation of each performance quotation
                   provided in the Registration Statement.**

99.27              Not Applicable.


*    Previously  filed  with  post-effective  amendment  number  73  (file  nos.
     811-0560; 2-10156) on May 10, 1995, accession number 0000950135-95-001122.

**   Previously filed  electronically  with  post-effective  amendment number 74
     (file nos.  811-0560 and 2-10156) on December  26, 1996,  accession  number
     0000950135-95-002738.

***  Previously filed  electronically  with  post-effective  amendment number 76
     (file nos.  811-0560 and 2-10156) on September 13, 1996,  accession  number
     0001010521-96-000179. 

**** Previously filed  electronically  with  post-effective  amendment number 77
     (file nos.  811-0560 and 2-10156) on December  20, 1996,  accession  number
     0001010521-96-000224.

+    Filed herewith.

                                      C-12


                      JOHN HANCOCK SOVEREIGN INVESTORS FUND
                   (a series of John Hancock Investment Trust)

                              101 Huntington Avenue
                           Boston, Massachusetts 02199

                                December 2, 1996


John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts  02199

                         Investment Management Contract
                         ------------------------------

Ladies and Gentlemen:

         John  Hancock  Investment  Trust (the  "Trust"),  of which John Hancock
Sovereign  Investors  Fund (the  "Fund") is a series,  has been  organized  as a
business trust under the laws of The  Commonwealth of Massachusetts to engage in
the  business  of an  investment  company.  The  Trust's  shares  of  beneficial
interest, no par value, may be divided into series, each series representing the
entire undivided interest in a separate portfolio of assets.
This Agreement relates solely to the Fund.

         The Board of Trustees of the Trust (the  "Trustees")  has selected John
Hancock Advisers,  Inc. (the "Adviser") to provide overall investment advice and
management for the Fund, and to provide  certain other  services,  as more fully
set forth below,  and the Adviser is willing to provide such advice,  management
and services under the terms and conditions hereinafter set forth.

         Accordingly, the Adviser and the Trust, on behalf of the Fund, agree as
follows:

         1.  DELIVERY OF  DOCUMENTS.  The Trust has  furnished  the Adviser with
copies, properly certified or otherwise authenticated, of each of the following:

         (a)      Amended & Restated Declaration of Trust dated July 1, 1996, as
                  amended from time to time (the "Declaration of Trust");

         (b)      By-Laws of the Trust as in effect on the date hereof;

         (c)      Resolutions   of  the  Trustees   selecting   the  Adviser  as
                  investment adviser for the Fund and approving the form of this
                  Agreement;

         (d)      Commitments,  limitations and undertakings made by the Fund to
                  state  securities or "blue sky" authorities for the purpose of
                  qualifying shares of the Fund for sale in such states; and

         (e)      The Trust's Code of Ethics.

<PAGE>

         The  Trust  will  furnish  to the  Adviser  from  time to time  copies,
properly  certified  or  otherwise  authenticated,   of  all  amendments  of  or
supplements to the foregoing, if any.

         2.  INVESTMENT AND MANAGEMENT  SERVICES.  The Adviser will use its best
efforts to provide to the Fund continuing and suitable  investment programs with
respect to investments,  consistent with the investment objectives, policies and
restrictions of the Fund. In the performance of the Adviser's duties  hereunder,
subject always (x) to the provisions contained in the documents delivered to the
Adviser  pursuant  to  Section  1, as each of the same may from  time to time be
amended  or  supplemented,  and (y) to the  limitations  set forth in the Fund's
then-current  Prospectus and Statement of Additional Information included in the
registration  statement  of the Trust as in effect  from time to time  under the
Securities Act of 1933, as amended,  and the Investment  Company Act of 1940, as
amended (the "1940 Act"), the Adviser will, at its own expense:

         (a)      furnish the Fund with advice and  recommendations,  consistent
                  with the investment  objectives,  policies and restrictions of
                  the  Fund,   with  respect  to  the   purchase,   holding  and
                  disposition of portfolio securities,  alone or in consultation
                  with any subadviser or subadvisers  appointed pursuant to this
                  Agreement and subject to the provisions of any  sub-investment
                  management  contract  respecting the  responsibilities of such
                  subadviser or subadvisers;

         (b)      advise the Fund in connection with policy decisions to be made
                  by the Trustees or any  committee  thereof with respect to the
                  Fund's  investments  and, as requested,  furnish the Fund with
                  research, economic and statistical data in connection with the
                  Fund's investments and investment policies;

         (c)      provide administration of the day-to-day investment operations
                  of the Fund;

         (d)      submit such  reports  relating to the  valuation of the Fund's
                  securities as the Trustees may reasonably request;

         (e)      assist  the Fund in any  negotiations  relating  to the Fund's
                  investments with issuers, investment banking firms, securities
                  brokers or dealers and other institutions or investors;

         (f)      consistent with the provisions of Section 7 of this Agreement,
                  place orders for the  purchase,  sale or exchange of portfolio
                  securities  with  brokers or dealers  selected by the Adviser,
                  PROVIDED  that in  connection  with the placing of such orders
                  and the selection of such brokers or dealers the Adviser shall
                  seek  to  obtain  execution  and  pricing  within  the  policy
                  guidelines  determined  by the  Trustees  and set forth in the
                  Prospectus and Statement of Additional Information of the Fund
                  as in effect from time to time;

         (g)      provide  office space and office  equipment and supplies,  the
                  use of  accounting  equipment  when  required,  and  necessary
                  executive,   clerical  and   secretarial   personnel  for  the
                  administration of the affairs of the Fund;

                                       2

<PAGE>

         (h)      from time to time or at any time  requested  by the  Trustees,
                  make reports to the Fund of the Adviser's  performance  of the
                  foregoing services and furnish advice and recommendations with
                  respect to other  aspects of the  business  and affairs of the
                  Fund;

         (i)      maintain  all books and  records  with  respect  to the Fund's
                  securities  transactions  required by the 1940 Act,  including
                  subparagraphs  (b)(5),  (6), (9) and (10) and paragraph (f) of
                  Rule  31a-1   thereunder   (other  than  those  records  being
                  maintained  by the Fund's  custodian  or  transfer  agent) and
                  preserve such records for the periods  prescribed  therefor by
                  Rule  31a-2  of the 1940 Act (the  Adviser  agrees  that  such
                  records are the  property of the Fund and will be  surrendered
                  to the Fund promptly upon request therefor);

         (j)      obtain and evaluate  such  information  relating to economies,
                  industries,  businesses,  securities markets and securities as
                  the Adviser may deem  necessary or useful in the  discharge of
                  the Adviser's duties hereunder;

         (k)      oversee,  and use the  Adviser's  best  efforts  to assure the
                  performance  of the  activities and services of the custodian,
                  transfer agent or other similar agents retained by the Fund;

         (l)      give  instructions to the Fund's custodian as to deliveries of
                  securities to and from such  custodian and transfer of payment
                  of cash for the account of the Fund; and

         (m)      appoint and employ one or more  sub-advisors  satisfactory  to
                  the Fund under sub-investment management agreements.

         3.   EXPENSES PAID BY THE ADVISER.  The Adviser will pay:

         (a)      the compensation and expenses of all officers and employees of
                  the Trust;

         (b)      the expenses of office rent,  telephone  and other  utilities,
                  office  furniture,  equipment,  supplies and other expenses of
                  the Fund; and

         (c)      any other expenses  incurred by the Adviser in connection with
                  the performance of its duties hereunder.

         4.  EXPENSES OF THE FUND NOT PAID BY THE ADVISER.  The Adviser will not
be required to pay any expenses  which this  Agreement  does not expressly  make
payable  by it. In  particular,  and  without  limiting  the  generality  of the
foregoing  but subject to the  provisions  of Section 3, the Adviser will not be
required to pay under this Agreement:

         (a)      any and all expenses,  taxes and governmental fees incurred by
                  the  Trust or the Fund  prior  to the  effective  date of this
                  Agreement;

                                       3
<PAGE>

         (b)      without  limiting the generality of the foregoing  clause (a),
                  the expenses of organizing  the Trust and the Fund  (including
                  without  limitation,  legal,  accounting and auditing fees and
                  expenses  incurred in connection with the matters  referred to
                  in this clause (b)),  of initially  registering  shares of the
                  Trust under the  Securities  Act of 1933,  as amended,  and of
                  qualifying the shares for sale under state securities laws for
                  the initial offering and sale of shares;

         (c)      the   compensation  and  expenses  of  Trustees  who  are  not
                  interested persons (as used in this Agreement, such term shall
                  have the meaning specified in the 1940 Act) of the Adviser and
                  of independent advisers, independent contractors, consultants,
                  managers and other  unaffiliated  agents  employed by the Fund
                  other than through the Adviser;

         (d)      legal, accounting, financial management, tax and auditing fees
                  and expenses of the Fund  (including  an allocable  portion of
                  the  cost of its  employees  rendering  such  services  to the
                  Fund);

         (e)      the fees and  disbursements  of custodians and depositories of
                  the Fund's assets,  transfer agents,  disbursing agents,  plan
                  agents and registrars;

         (f)      taxes and governmental fees assessed against the Fund's assets
                  and payable by the Fund;

         (g)      the cost of preparing  and mailing  dividends,  distributions,
                  reports,  notices and proxy  materials to  shareholders of the
                  Fund;

         (h)      brokers' commissions and underwriting fees;

         (i)      the expense of periodic calculations of the net asset value of
                  the shares of the Fund; and

         (j)      insurance premiums on fidelity, errors and omissions and other
                  coverages.

         5.  COMPENSATION  OF THE  ADVISER.  For all  services  to be  rendered,
facilities  furnished  and  expenses  paid or assumed  by the  Adviser as herein
provided,  the Adviser shall be entitled to a fee, paid quarterly in arrears, at
an annual  rate equal to (i) 0.60% of the  average  daily net asset value of the
Fund to  $750,000,000,  (ii) 0.55% of the  average  daily net asset value of the
Fund of  $750,000,000  to  $1,500,000,000,  (iii) 0.50% of the average daily net
asset value of the Fund of $1,500,000,000 to  $2,500,000,000,  and (iv) 0.45% of
the  average  daily  net  asset  value  of  the  Fund  during  such  quarter  of
$2,500,000,000 and over.

         The "average  daily net assets" of the Fund shall be  determined on the
basis set forth in the Fund's  Prospectus or otherwise  consistent with the 1940
Act and the regulations promulgated  thereunder.  The Adviser will receive a pro
rata portion of such monthly fee for any periods in which the Adviser  serves as
investment  adviser to the Fund for less than a full month.  On any day that the
net asset value calculation is suspended as specified in the Fund's  Prospectus,
the net asset  value for  purposes  of  calculating  the  advisory  fee shall be
calculated as of the date last determined.

                                       4

<PAGE>

         In the event that normal operating  expenses of the Fund,  exclusive of
certain  expenses  prescribed  by state  law,  are in excess  of any  limitation
imposed  by the law of a state  where  the Fund has  registered  its  shares  of
beneficial  interest,  the fee  payable  to the  Adviser  will be reduced to the
extent  required by law, and the Adviser will make any  additional  arrangements
that the Adviser is required by law to make.

         In  addition,  the  Adviser may agree not to impose all or a portion of
its fee (in advance of the time its fee would otherwise accrue) and/or undertake
to make any  other  payments  or  arrangements  necessary  to limit  the  Fund's
expenses to any level the Adviser may specify.  Any fee reduction or undertaking
shall constitute a binding  modification of this Agreement while it is in effect
but may be discontinued or modified prospectively by the Adviser at any time.

         6. OTHER  ACTIVITIES OF THE ADVISER AND ITS AFFILIATES.  Nothing herein
contained shall prevent the Adviser or any affiliate or associate of the Adviser
from  engaging in any other  business or from  acting as  investment  adviser or
investment  manager  for any  other  person or  entity,  whether  or not  having
investment  policies or portfolios similar to the Fund's; and it is specifically
understood  that  officers,  directors and employees of the Adviser and those of
its parent  company,  John  Hancock  Mutual  Life  Insurance  Company,  or other
affiliates may continue to engage in providing portfolio management services and
advice  to other  investment  companies,  whether  or not  registered,  to other
investment  advisory  clients of the  Adviser or of its  affiliates  and to said
affiliates themselves.

         The Adviser  shall have no  obligation  to acquire  with respect to the
Fund a position in any investment which the Adviser, its officers, affiliates or
employees  may  acquire  for its or their own  accounts  or for the  account  of
another client, if, in the sole discretion of the Adviser, it is not feasible or
desirable  to  acquire  a  position  in such  investment  on behalf of the Fund.
Nothing  herein   contained   shall  prevent  the  Adviser  from  purchasing  or
recommending  the  purchase of a  particular  security  for one or more funds or
clients while other funds or clients may be selling the same security.

         7. AVOIDANCE OF INCONSISTENT  POSITION. In connection with purchases or
sales of portfolio  securities for the account of the Fund,  neither the Adviser
nor any of its investment management  subsidiaries,  nor any of the Adviser's or
such investment management subsidiaries'  directors,  officers or employees will
act as principal or agent or receive any commission,  except as may be permitted
by the  1940  Act and  rules  and  regulations  promulgated  thereunder.  If any
occasions shall arise in which the Adviser advises persons concerning the shares
of the Fund, the Adviser will act solely on its own behalf and not in any way on
behalf of the Fund. Nothing herein contained shall limit or restrict the Adviser
or any of its officers,  affiliates or employees from buying, selling or trading
in any securities for its or their own account or accounts.

         8. NO PARTNERSHIP OR JOINT VENTURE. Neither the Trust, the Fund nor the
Adviser are partners of or joint  venturers  with each other and nothing  herein
shall be construed so as to make them such partners or joint venturers or impose
any liability as such on any of them.

                                       5

<PAGE>

         9. NAME OF THE  TRUST AND THE FUND.  The Trust and the Fund may use the
name "John  Hancock" or any name or names  derived  from or similar to the names
"John Hancock  Advisers,  Inc." or "John Hancock Mutual Life Insurance  Company"
only for so long as this  Agreement  remains  in  effect.  At such  time as this
Agreement  shall no  longer  be in  effect,  the Trust and the Fund will (to the
extent  that  they  lawfully  can)  cease to use such a name or any  other  name
indicating that the Fund is advised by or otherwise  connected with the Adviser.
The Fund  acknowledges  that it has  adopted  the name  John  Hancock  Sovereign
Investors Fund through permission of John Hancock Mutual Life Insurance Company,
a  Massachusetts  insurance  company,  and agrees that John Hancock  Mutual Life
Insurance Company reserves to itself and any successor to its business the right
to grant the  nonexclusive  right to use the name "John  Hancock" or any similar
name or names to any other  corporation or entity,  including but not limited to
any investment  company of which John Hancock  Mutual Life Insurance  Company or
any subsidiary or affiliate thereof shall be the investment adviser.

         10.  LIMITATION  OF LIABILITY OF THE ADVISER.  The Adviser shall not be
liable for any error of judgment  or mistake of law or for any loss  suffered by
the Trust in connection with the matters to which this Agreement relates, except
a loss resulting from willful misfeasance,  bad faith or gross negligence on the
part of the Adviser in the performance of its duties or from reckless  disregard
by it of its  obligations  and duties  under this  Agreement.  Any person,  even
though  also  employed by the  Adviser,  who may be or become an employee of and
paid by the  Trust  shall  be  deemed,  when  acting  within  the  scope  of his
employment by the Fund, to be acting in such employment solely for the Trust and
not as the Adviser's employee or agent.

         11. DURATION AND  TERMINATION OF THIS  AGREEMENT.  This Agreement shall
remain in force until June 30, 1997, and from year to year thereafter,  but only
so long as such continuance is specifically  approved at least annually by (a) a
majority of the Trustees who are not interested persons of the Adviser or (other
than as Board  members) of the Fund,  cast in person at a meeting called for the
purpose of voting on such  approval,  and (b) either (i) the  Trustees or (ii) a
majority of the outstanding  voting  securities of the Fund. This Agreement may,
on 60 days' written notice, be terminated at any time without the payment of any
penalty by the vote of a majority of the  outstanding  voting  securities of the
Fund, by the Trustees or by the Adviser. Termination of this Agreement shall not
be deemed to terminate or otherwise  invalidate  any  provisions of any contract
between the  Adviser and any other  series of the Trust.  This  Agreement  shall
automatically  terminate in the event of its  assignment.  In  interpreting  the
provisions of this Section 11, the definitions  contained in Section 2(a) of the
1940 Act (particularly the definitions of "assignment,"  "interested person" and
"voting security") shall be applied.

         12. AMENDMENT OF THIS AGREEMENT.  No provision of this Agreement may be
changed,  waived,  discharged or terminated orally, but only by an instrument in
writing  signed by the party against which  enforcement  of the change,  waiver,
discharge or  termination  is sought,  and no amendment,  transfer,  assignment,
sale,  hypothecation  or  pledge  of this  Agreement  shall be  effective  until
approved by (a) the  Trustees,  including a majority of the Trustees who are not
interested  persons of the Adviser or (other than as Trustees) of the Fund, cast
in person at a meeting  called for the purpose of voting on such  approval,  and
(b) a majority of the outstanding  voting  securities of the Fund, as defined in
the 1940 Act.

                                       6

<PAGE>

         13.  GOVERNING LAW. This  Agreement  shall be governed and construed in
accordance with the laws of The Commonwealth of Massachusetts.

         14.  SEVERABILITY.  The provisions of this Agreement are independent of
and separable  from each other,  and no provision  shall be affected or rendered
invalid or  unenforceable by virtue of the fact that for any reason any other or
others of them may be deemed invalid or unenforceable in whole or in part.

         15.  MISCELLANEOUS.  The  captions in this  Agreement  are included for
convenience  of  reference  only  and  in no  way  define  or  limit  any of the
provisions  hereof or  otherwise  affect  their  construction  or  effect.  This
Agreement may be executed  simultaneously in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument. The name John Hancock Sovereign Investors Fund is a
series  designation of the Trustees under the Trust's  Declaration of Trust. The
Declaration  of  Trust  has  been  filed  with  the  Secretary  of  State of The
Commonwealth  of  Massachusetts.  The obligations of the Fund are not personally
binding  upon,  nor shall  resort be had to the private  property of, any of the
Trustees,  shareholders,  officers,  employees or agents of the Trust,  but only
upon the Fund and its property. The Fund shall not be liable for the obligations
of any other  series of the Trust and no other  series  shall be liable  for the
Fund's obligations hereunder.

                              Yours very truly,

                              JOHN HANCOCK INVESTMENT TRUST
                              on behalf of John Hancock Sovereign Investors Fund


                              By: /s/Anne C. Hodsdon
                                  -----------------------------
                                  Anne C. Hodsdon
                                  President


The foregoing contract
is hereby agreed to as 
of the date hereof.

JOHN HANCOCK ADVISERS, INC.


By: /s/John A. Morin
    ------------------------------
    John A. Morin
    Vice President and Secretary



                                       7


                      JOHN HANCOCK SOVEREIGN BALANCED FUND
                   (a series of John Hancock Investment Trust)

                              101 Huntington Avenue
                           Boston, Massachusetts 02199

                                December 2, 1996


John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts  02199

                         Investment Management Contract
                         ------------------------------

Ladies and Gentlemen:

         John  Hancock  Investment  Trust (the  "Trust"),  of which John Hancock
Sovereign  Balanced  Fund (the  "Fund")  is a series,  has been  organized  as a
business trust under the laws of The  Commonwealth of Massachusetts to engage in
the  business  of an  investment  company.  The  Trust's  shares  of  beneficial
interest, no par value, may be divided into series, each series representing the
entire undivided interest in a separate portfolio of assets.
This Agreement relates solely to the Fund.

         The Board of Trustees of the Trust (the  "Trustees")  has selected John
Hancock Advisers,  Inc. (the "Adviser") to provide overall investment advice and
management for the Fund, and to provide  certain other  services,  as more fully
set forth below,  and the Adviser is willing to provide such advice,  management
and services under the terms and conditions hereinafter set forth.

         Accordingly, the Adviser and the Trust, on behalf of the Fund, agree as
follows:

         1.  DELIVERY OF  DOCUMENTS.  The Trust has  furnished  the Adviser with
copies, properly certified or otherwise authenticated, of each of the following:

         (a)      Amended & Restated Declaration of Trust dated July 1, 1996, as
                  amended from time to time (the "Declaration of Trust");

         (b)      By-Laws of the Trust as in effect on the date hereof;

         (c)      Resolutions   of  the  Trustees   selecting   the  Adviser  as
                  investment adviser for the Fund and approving the form of this
                  Agreement;

         (d)      Commitments,  limitations and undertakings made by the Fund to
                  state  securities or "blue sky" authorities for the purpose of
                  qualifying shares of the Fund for sale in such states; and

         (e)      The Trust's Code of Ethics.

<PAGE>

         The  Trust  will  furnish  to the  Adviser  from  time to time  copies,
properly  certified  or  otherwise  authenticated,   of  all  amendments  of  or
supplements to the foregoing, if any.

         2.  INVESTMENT AND MANAGEMENT  SERVICES.  The Adviser will use its best
efforts to provide to the Fund continuing and suitable  investment programs with
respect to investments,  consistent with the investment objectives, policies and
restrictions of the Fund. In the performance of the Adviser's duties  hereunder,
subject always (x) to the provisions contained in the documents delivered to the
Adviser  pursuant  to  Section  1, as each of the same may from  time to time be
amended  or  supplemented,  and (y) to the  limitations  set forth in the Fund's
then-current  Prospectus and Statement of Additional Information included in the
registration  statement  of the Trust as in effect  from time to time  under the
Securities Act of 1933, as amended,  and the Investment  Company Act of 1940, as
amended (the "1940 Act"), the Adviser will, at its own expense:

         (a)      furnish the Fund with advice and  recommendations,  consistent
                  with the investment  objectives,  policies and restrictions of
                  the  Fund,   with  respect  to  the   purchase,   holding  and
                  disposition of portfolio securities,  alone or in consultation
                  with any subadviser or subadvisers  appointed pursuant to this
                  Agreement and subject to the provisions of any  sub-investment
                  management  contract  respecting the  responsibilities of such
                  subadviser or subadvisers;

         (b)      advise the Fund in connection with policy decisions to be made
                  by the Trustees or any  committee  thereof with respect to the
                  Fund's  investments  and, as requested,  furnish the Fund with
                  research, economic and statistical data in connection with the
                  Fund's investments and investment policies;

         (c)      provide administration of the day-to-day investment operations
                  of the Fund;

         (d)      submit such  reports  relating to the  valuation of the Fund's
                  securities as the Trustees may reasonably request;

         (e)      assist  the Fund in any  negotiations  relating  to the Fund's
                  investments with issuers, investment banking firms, securities
                  brokers or dealers and other institutions or investors;

         (f)      consistent with the provisions of Section 7 of this Agreement,
                  place orders for the  purchase,  sale or exchange of portfolio
                  securities  with  brokers or dealers  selected by the Adviser,
                  PROVIDED  that in  connection  with the placing of such orders
                  and the selection of such brokers or dealers the Adviser shall
                  seek  to  obtain  execution  and  pricing  within  the  policy
                  guidelines  determined  by the  Trustees  and set forth in the
                  Prospectus and Statement of Additional Information of the Fund
                  as in effect from time to time;

         (g)      provide  office space and office  equipment and supplies,  the
                  use of  accounting  equipment  when  required,  and  necessary
                  executive,   clerical  and   secretarial   personnel  for  the
                  administration of the affairs of the Fund;

                                       2

<PAGE>

         (h)      from time to time or at any time  requested  by the  Trustees,
                  make reports to the Fund of the Adviser's  performance  of the
                  foregoing services and furnish advice and recommendations with
                  respect to other  aspects of the  business  and affairs of the
                  Fund;

         (i)      maintain  all books and  records  with  respect  to the Fund's
                  securities  transactions  required by the 1940 Act,  including
                  subparagraphs  (b)(5),  (6), (9) and (10) and paragraph (f) of
                  Rule  31a-1   thereunder   (other  than  those  records  being
                  maintained  by the Fund's  custodian  or  transfer  agent) and
                  preserve such records for the periods  prescribed  therefor by
                  Rule  31a-2  of the 1940 Act (the  Adviser  agrees  that  such
                  records are the  property of the Fund and will be  surrendered
                  to the Fund promptly upon request therefor);

         (j)      obtain and evaluate  such  information  relating to economies,
                  industries,  businesses,  securities markets and securities as
                  the Adviser may deem  necessary or useful in the  discharge of
                  the Adviser's duties hereunder;

         (k)      oversee,  and use the  Adviser's  best  efforts  to assure the
                  performance  of the  activities and services of the custodian,
                  transfer agent or other similar agents retained by the Fund;

         (l)      give  instructions to the Fund's custodian as to deliveries of
                  securities to and from such  custodian and transfer of payment
                  of cash for the account of the Fund; and

         (m)      appoint and employ one or more  sub-advisors  satisfactory  to
                  the Fund under sub-investment management agreements.

         3.   EXPENSES PAID BY THE ADVISER.  The Adviser will pay:

         (a)      the compensation and expenses of all officers and employees of
                  the Trust;

         (b)      the expenses of office rent,  telephone  and other  utilities,
                  office  furniture,  equipment,  supplies and other expenses of
                  the Fund; and

         (c)      any other expenses  incurred by the Adviser in connection with
                  the performance of its duties hereunder.

         4.  EXPENSES OF THE FUND NOT PAID BY THE ADVISER.  The Adviser will not
be required to pay any expenses  which this  Agreement  does not expressly  make
payable  by it. In  particular,  and  without  limiting  the  generality  of the
foregoing  but subject to the  provisions  of Section 3, the Adviser will not be
required to pay under this Agreement:

         (a)      any and all expenses,  taxes and governmental fees incurred by
                  the  Trust or the Fund  prior  to the  effective  date of this
                  Agreement;

                                       3
<PAGE>

         (b)      without  limiting the generality of the foregoing  clause (a),
                  the expenses of organizing  the Trust and the Fund  (including
                  without  limitation,  legal,  accounting and auditing fees and
                  expenses  incurred in connection with the matters  referred to
                  in this clause (b)),  of initially  registering  shares of the
                  Trust under the  Securities  Act of 1933,  as amended,  and of
                  qualifying the shares for sale under state securities laws for
                  the initial offering and sale of shares;

         (c)      the   compensation  and  expenses  of  Trustees  who  are  not
                  interested persons (as used in this Agreement, such term shall
                  have the meaning specified in the 1940 Act) of the Adviser and
                  of independent advisers, independent contractors, consultants,
                  managers and other  unaffiliated  agents  employed by the Fund
                  other than through the Adviser;

         (d)      legal, accounting, financial management, tax and auditing fees
                  and expenses of the Fund  (including  an allocable  portion of
                  the  cost of its  employees  rendering  such  services  to the
                  Fund);

         (e)      the fees and  disbursements  of custodians and depositories of
                  the Fund's assets,  transfer agents,  disbursing agents,  plan
                  agents and registrars;

         (f)      taxes and governmental fees assessed against the Fund's assets
                  and payable by the Fund;

         (g)      the cost of preparing  and mailing  dividends,  distributions,
                  reports,  notices and proxy  materials to  shareholders of the
                  Fund;

         (h)      brokers' commissions and underwriting fees;

         (i)      the expense of periodic calculations of the net asset value of
                  the shares of the Fund; and

         (j)      insurance premiums on fidelity, errors and omissions and other
                  coverages.

         5.  COMPENSATION  OF THE  ADVISER.  For all  services  to be  rendered,
facilities  furnished  and  expenses  paid or assumed  by the  Adviser as herein
provided, the Adviser shall be entitled to a fee, paid monthly in arrears, at an
annual rate equal to 0.60% of the average daily net asset value of the Fund.

         The "average  daily net assets" of the Fund shall be  determined on the
basis set forth in the Fund's  Prospectus or otherwise  consistent with the 1940
Act and the regulations promulgated  thereunder.  The Adviser will receive a pro
rata portion of such monthly fee for any periods in which the Adviser  serves as
investment  adviser to the Fund for less than a full month.  On any day that the
net asset value calculation is suspended as specified in the Fund's  Prospectus,
the net asset  value for  purposes  of  calculating  the  advisory  fee shall be
calculated as of the date last determined.

         In the event that normal operating  expenses of the Fund,  exclusive of
certain  expenses  prescribed  by state  law,  are in excess  of any  limitation

                                       4

<PAGE>

imposed  by the law of a state  where  the Fund has  registered  its  shares  of
beneficial  interest,  the fee  payable  to the  Adviser  will be reduced to the
extent  required by law, and the Adviser will make any  additional  arrangements
that the Adviser is required by law to make.

         In  addition,  the  Adviser may agree not to impose all or a portion of
its fee (in advance of the time its fee would otherwise accrue) and/or undertake
to make any  other  payments  or  arrangements  necessary  to limit  the  Fund's
expenses to any level the Adviser may specify.  Any fee reduction or undertaking
shall constitute a binding  modification of this Agreement while it is in effect
but may be discontinued or modified prospectively by the Adviser at any time.

         6. OTHER  ACTIVITIES OF THE ADVISER AND ITS AFFILIATES.  Nothing herein
contained shall prevent the Adviser or any affiliate or associate of the Adviser
from  engaging in any other  business or from  acting as  investment  adviser or
investment  manager  for any  other  person or  entity,  whether  or not  having
investment  policies or portfolios similar to the Fund's; and it is specifically
understood  that  officers,  directors and employees of the Adviser and those of
its parent  company,  John  Hancock  Mutual  Life  Insurance  Company,  or other
affiliates may continue to engage in providing portfolio management services and
advice  to other  investment  companies,  whether  or not  registered,  to other
investment  advisory  clients of the  Adviser or of its  affiliates  and to said
affiliates themselves.

         The Adviser  shall have no  obligation  to acquire  with respect to the
Fund a position in any investment which the Adviser, its officers, affiliates or
employees  may  acquire  for its or their own  accounts  or for the  account  of
another client, if, in the sole discretion of the Adviser, it is not feasible or
desirable  to  acquire  a  position  in such  investment  on behalf of the Fund.
Nothing  herein   contained   shall  prevent  the  Adviser  from  purchasing  or
recommending  the  purchase of a  particular  security  for one or more funds or
clients while other funds or clients may be selling the same security.

         7. AVOIDANCE OF INCONSISTENT  POSITION. In connection with purchases or
sales of portfolio  securities for the account of the Fund,  neither the Adviser
nor any of its investment management  subsidiaries,  nor any of the Adviser's or
such investment management subsidiaries'  directors,  officers or employees will
act as principal or agent or receive any commission,  except as may be permitted
by the  1940  Act and  rules  and  regulations  promulgated  thereunder.  If any
occasions shall arise in which the Adviser advises persons concerning the shares
of the Fund, the Adviser will act solely on its own behalf and not in any way on
behalf of the Fund. Nothing herein contained shall limit or restrict the Adviser
or any of its officers,  affiliates or employees from buying, selling or trading
in any securities for its or their own account or accounts.

         8. NO PARTNERSHIP OR JOINT VENTURE. Neither the Trust, the Fund nor the
Adviser are partners of or joint  venturers  with each other and nothing  herein
shall be construed so as to make them such partners or joint venturers or impose
any liability as such on any of them.

         9. NAME OF THE  TRUST AND THE FUND.  The Trust and the Fund may use the
name "John  Hancock" or any name or names  derived  from or similar to the names
"John Hancock  Advisers,  Inc." or "John Hancock Mutual Life Insurance  Company"
only for so long as this  Agreement  remains  in  effect.  At such  time as this
Agreement  shall no  longer  be in  effect,  the Trust and the Fund will (to the

                                       5

<PAGE>

extent  that  they  lawfully  can)  cease to use such a name or any  other  name
indicating that the Fund is advised by or otherwise  connected with the Adviser.
The Fund  acknowledges  that it has  adopted  the name  John  Hancock  Sovereign
Balanced Fund through  permission of John Hancock Mutual Life Insurance Company,
a  Massachusetts  insurance  company,  and agrees that John Hancock  Mutual Life
Insurance Company reserves to itself and any successor to its business the right
to grant the  nonexclusive  right to use the name "John  Hancock" or any similar
name or names to any other  corporation or entity,  including but not limited to
any investment  company of which John Hancock  Mutual Life Insurance  Company or
any subsidiary or affiliate thereof shall be the investment adviser.

         10.  LIMITATION  OF LIABILITY OF THE ADVISER.  The Adviser shall not be
liable for any error of judgment  or mistake of law or for any loss  suffered by
the Trust in connection with the matters to which this Agreement relates, except
a loss resulting from willful misfeasance,  bad faith or gross negligence on the
part of the Adviser in the performance of its duties or from reckless  disregard
by it of its  obligations  and duties  under this  Agreement.  Any person,  even
though  also  employed by the  Adviser,  who may be or become an employee of and
paid by the  Trust  shall  be  deemed,  when  acting  within  the  scope  of his
employment by the Fund, to be acting in such employment solely for the Trust and
not as the Adviser's employee or agent.

         11. DURATION AND  TERMINATION OF THIS  AGREEMENT.  This Agreement shall
remain in force until June 30, 1997, and from year to year thereafter,  but only
so long as such continuance is specifically  approved at least annually by (a) a
majority of the Trustees who are not interested persons of the Adviser or (other
than as Board  members) of the Fund,  cast in person at a meeting called for the
purpose of voting on such  approval,  and (b) either (i) the  Trustees or (ii) a
majority of the outstanding  voting  securities of the Fund. This Agreement may,
on 60 days' written notice, be terminated at any time without the payment of any
penalty by the vote of a majority of the  outstanding  voting  securities of the
Fund, by the Trustees or by the Adviser. Termination of this Agreement shall not
be deemed to terminate or otherwise  invalidate  any  provisions of any contract
between the  Adviser and any other  series of the Trust.  This  Agreement  shall
automatically  terminate in the event of its  assignment.  In  interpreting  the
provisions of this Section 11, the definitions  contained in Section 2(a) of the
1940 Act (particularly the definitions of "assignment,"  "interested person" and
"voting security") shall be applied.

         12. AMENDMENT OF THIS AGREEMENT.  No provision of this Agreement may be
changed,  waived,  discharged or terminated orally, but only by an instrument in
writing  signed by the party against which  enforcement  of the change,  waiver,
discharge or  termination  is sought,  and no amendment,  transfer,  assignment,
sale,  hypothecation  or  pledge  of this  Agreement  shall be  effective  until
approved by (a) the  Trustees,  including a majority of the Trustees who are not
interested  persons of the Adviser or (other than as Trustees) of the Fund, cast
in person at a meeting  called for the purpose of voting on such  approval,  and
(b) a majority of the outstanding  voting  securities of the Fund, as defined in
the 1940 Act.

         13.  GOVERNING LAW. This  Agreement  shall be governed and construed in
accordance with the laws of The Commonwealth of Massachusetts.

         14.  SEVERABILITY.  The provisions of this Agreement are independent of
and separable  from each other,  and no provision  shall be affected or rendered

                                       6

<PAGE>

invalid or  unenforceable by virtue of the fact that for any reason any other or
others of them may be deemed invalid or unenforceable in whole or in part.

         15.  MISCELLANEOUS.  The  captions in this  Agreement  are included for
convenience  of  reference  only  and  in no  way  define  or  limit  any of the
provisions  hereof or  otherwise  affect  their  construction  or  effect.  This
Agreement may be executed  simultaneously in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.  The name John Hancock Sovereign Balanced Fund is a
series  designation of the Trustees under the Trust's  Declaration of Trust. The
Declaration  of  Trust  has  been  filed  with  the  Secretary  of  State of The
Commonwealth  of  Massachusetts.  The obligations of the Fund are not personally
binding  upon,  nor shall  resort be had to the private  property of, any of the
Trustees,  shareholders,  officers,  employees or agents of the Trust,  but only
upon the Fund and its property. The Fund shall not be liable for the obligations
of any other  series of the Trust and no other  series  shall be liable  for the
Fund's obligations hereunder.

                               Yours very truly,

                               JOHN HANCOCK INVESTMENT TRUST
                               on behalf of John Hancock Sovereign Balanced Fund


                               By: /s/ Anne C. Hodsdon
                                   ----------------------------------
                                   Anne C. Hodsdon
                                   President


The foregoing contract 
is hereby agreed to as 
of the date hereof.

JOHN HANCOCK ADVISERS, INC.


By: /s/ John A. Morin
    --------------------------------
    John A. Morin
    Vice President and Secretary



                                       7


                           JOHN HANCOCK ADVISERS, INC.
                              101 Huntington Avenue
                           Boston, Massachusetts 02199


                                December 2, 1996



Sovereign Asset Management Corporation
101 Huntington Avenue
Boston, Massachusetts   02199


Ladies and Gentlemen:

         John Hancock  Advisers,  Inc.  ("Advisers") is incorporated in Delaware
with  its  principal  place  of  business  at  101  Huntington  Avenue,  Boston,
Massachusetts  to engage in the business of an investment  adviser to investment
companies.  Subject to the  approval of the Board of  Trustees  of John  Hancock
Investment Trust (the "Trust"), Advisers has selected Sovereign Asset Management
Corporation,   a  Delaware   corporation  under  common  control  with  Advisers
("SAMCo."),  to provide portfolio management services for John Hancock Sovereign
Investors Fund (the "Investors Fund") and with respect to the equity investments
of John Hancock  Sovereign  Balanced Fund ("Balanced Fund")  (collectively,  the
"Funds").  You agree that you are willing to provide such services for the Funds
and, accordingly, Advisers and you agree as follows:

         1. Delivery of Documents.  The Trust or Advisers has furnished you with
copies, properly certified or otherwise authenticated,  of each of the following
Fund documents:

         (a)      Amended and Restated  Declaration  of Trust dated July 1, 1996
                  (the "Declaration");

         (b)      By-Laws of the Trust as in effect on the date hereof;

         (c)      resolutions  of the  Board of  Trustees  selecting  SAMCo.  to
                  perform  portfolio  Management  services  for  the  Funds  and
                  approving the form of this Agreement;

         (d)      commitments, limitations and undertakings made by the Funds to
                  state  securities or "blue sky" authorities for the purpose of
                  qualifying shares of the Funds for sale in such states; and

         (e)      the Trust's Code of Ethics.

         The Trust or Advisers  will  furnish you from time to time with copies,
properly  certified  or  otherwise  authenticated,  of  all  amendments  of,  or
supplements to, the foregoing, if any.

                                       1

<PAGE>

2. Portfolio Management  Services.  You will use your best efforts to provide to
each Fund continuing and suitable portfolio management services, consistent with
the  investment  policies,  objectives  and  restrictions  of each Fund.  In the
performance  of your  duties  hereunder,  subject  always (x) to the  provisions
contained in the documents delivered to you pursuant to Section 1 above, as each
of the same may from  time to time be  amended  or  supplemented  and (y) to the
limitations  set forth in the  registration  statement of the Trust as in effect
from  time to time  under  the  Securities  Act of  1933,  as  amended,  and the
Investment Company Act of 1940, as amended, you will, at your expense:

         (a)      furnish each Fund with advice and recommendations,  consistent
                  with the investment  policies,  objectives and restrictions of
                  the  Fund,   with  respect  to  the   purchase,   holding  and
                  disposition of portfolio securities;

         (b)      assist each Fund in  connection  with policy  decisions  to be
                  made by the Board of Trustees or any  committee  thereof  with
                  respect to the Fund's  investments and, as requested,  furnish
                  each Fund with  research,  economic  and  statistical  data in
                  connection   with  the  Fund's   investments   and  investment
                  policies;

         (c)      assist  each  Fund  in  any   negotiations   relating  to  its
                  investments   with   issuers,    investment   banking   firms,
                  institutions and investors;

         (d)      consistent with the provisions of Section 5 of this Agreement,
                  place orders for the  purchase,  sale or exchange of portfolio
                  securities with brokers or dealers selected by you;  provided,
                  that in  connection  with the  placing of such  orders and the
                  selection  of such brokers or dealers you shall seek to obtain
                  execution and pricing within the policy guidelines  determined
                  by the Board of Trustees and set forth in the  Prospectus  and
                  Statement of Additional  Information of each Fund as in effect
                  from time to time; and provided,  further, that Advisers shall
                  have final  supervisory  authority  with respect to investment
                  decisions  concerning  the  purchase,   sale  or  exchange  of
                  portfolio securities;

         (e)      from  time to time and at any time  requested  by the Board of
                  Trustees of the Trust or  Advisers,  make reports to the Trust
                  or Advisers,  as the case may be, of your  performance  of the
                  foregoing services;

         (f)      maintain  and  preserve on the Funds'  behalf the records that
                  come to rest with you in your  performance  hereunder and that
                  are  required  by  the  Investment  Company  Act of  1940,  as
                  amended,  to be  maintained  and  preserved  by the Funds (you
                  agree  that such  records  are the  property  of the Funds and
                  shall be  surrendered  to the Trust or Advisers  promptly upon
                  request therefor); and

         (g)      obtain and evaluate  such  information  relating to economies,
                  industries,  businesses,  securities markets and securities as
                  you may deem  necessary  or  useful in the  discharge  of your
                  duties hereunder.

                                       2

<PAGE>

         3.  Expenses.  You will pay any expenses  incurred by you in connection
with the performance of your duties hereunder.

         4.  Compensation.  For all services to be rendered and expenses paid or
assumed by you as herein  provided,  Advisers  will pay you monthly,  out of the
advisory  fee that  Advisers  receives  from each Fund, a fee equal on an annual
basis to 40% of the advisory fee received by Advisers  from  Investors  Fund and
40% of the advisory fee received by Advisers  from Balanced Fund with respect to
the equity  securities held in the portfolio of Balanced Fund during such month.
For this  purpose,  equity  securities  shall be defined as common and preferred
stocks;  direct equity  interests in trusts,  partnerships,  joint  ventures and
other unincorporated entities or enterprises;  warrants; and options and futures
contracts based on equity securities or indices composed of equity securities.

         5. Avoidance of Inconsistent  Position. In connection with purchases or
sales of portfolio  securities for the account of the Funds, neither you nor any
of your  directors,  officers or  employees  shall act as  principal or agent or
receive any commission.  If any occasion shall arise in which you advise persons
concerning  the shares of the Funds,  you will act solely on your own behalf and
not in any way on behalf of the Funds or the Trust.

         6. No Partnership or Joint  Venture.  The Trust,  Advisers and you, and
any subset of such parties,  are not partners or joint venturers with each other
and nothing  herein  shall be construed so as to make any of them such a partner
or joint venturer or impose any liability on any of them as such.

         7.  Limitation of  Liability.  You shall not be liable for any error of
judgment or mistake of law or for any loss  suffered by Advisers or the Funds in
connection  with the  matters to which  this  Agreement  relates,  except a loss
resulting from willful  misfeasance,  bad faith or gross negligence on your part
in the  performance  of your  duties  under  this  Agreement  or  from  reckless
disregard  by you of your  obligations  and  duties  under this  Agreement.  Any
person,  even though also  employed by you,  who may be or become an employee of
and paid by the Trust  shall be  deemed,  when  acting  within  the scope of his
employment by the Trust,  to be acting in such  employment  solely for the Trust
and not as your employee or agent.

         8. Responsibility of Advisers. Notwithstanding this Agreement, Advisers
shall  remain  ultimately  responsible  for  all of its  obligations  under  the
Investment  Management  Contract  between  the  Trust on behalf of the Funds and
Advisers.

         9. Duration and  Termination of this  Agreement.  This Agreement  shall
become  effective  on the date  hereof and shall  remain in force until June 30,
1997 and from year to year  thereafter,  but only so long as such continuance is
specifically  approved  at least  annually  by (a) a  majority  of the  Board of
Trustees of the Trust who are not interested  persons of you, Advisers or (other
than as Trustees) the Trust,  cast in person at a meeting called for the purpose
of voting on such  approval,  and (b)  either (i) the Board of  Trustees  of the
Trust or (ii) a majority of the outstanding  voting securities of the respective
Fund. This Agreement may, on 60 days' written notice, be terminated as to either
fund at any time  without  the  payment of any penalty by the Fund (by vote of a
majority of the  outstanding  voting  securities  of the Fund or by the Board of

                                       3

<PAGE>

Trustees),  by Advisers or by you. This Agreement shall terminate  automatically
in the event of its  assignment or in the event of the assignment or termination
of the  Investment  Management  Contract  between  the  Trust on  behalf  of the
applicable Fund and Advisers.

        10. Amendments.  No provision of this Agreement may be changed,  waived,
discharged or terminated  orally, but only by an instrument in writing signed by
the  party  against  whom  enforcement  of  the  change,  waiver,  discharge  or
termination  is  sought,   and  no  amendment,   transfer,   assignment,   sale,
hypothecation  or pledge of this Agreement  shall be effective until approved by
the Board of Trustees of the Trust, including a majority of the Trustees who are
not interested  persons of you,  Advisers or (other than as Trustees) the Trust,
cast in person at a meeting  called for the purpose of voting on such  approval.
In  interpreting  the  provisions  of Section 9 above and this  Section  10, the
definitions contained in Section 2 (a) of the Investment Company Act of 1940, as
amended,  shall  be  applied  (particularly  the  definitions  of  "assignment,"
"interested person" and "voting security").

        11.  Miscellaneous.  The  captions in this  Agreement  are  included for
convenience  of  reference  only  and  in no  way  define  or  limit  any of the
provisions  hereof or  otherwise  affect  their  construction  or  effect.  This
Agreement may be executed  simultaneously in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

                                                Very truly yours,

                                                JOHN HANCOCK ADVISERS, INC.



                                                By: /s/ Edward J. Boudreau, Jr.
                                                    ----------------------------
                                                    Edward J. Boudreau, Jr.
                                                    Chairman of the Board
                                                    and Chief Executive Officer

The foregoing contract 
is hereby agreed to as 
of the date hereof.

SOVEREIGN ASSET MANAGEMENT CORPORATION



By: /s/ Anne C. Hodsdon
    ----------------------------
     Anne C. Hodsdon
     President


                                       4


                          JOHN HANCOCK INVESTMENT TRUST
                              101 Huntington Avenue
                                Boston, MA 02199



John Hancock Funds, Inc.
101 Huntington Avenue
Boston, MA  02199

Ladies and Gentlemen:

         Pursuant  to  Section  14 of the  Distribution  Agreement  dated  as of
December 22, 1994 between John Hancock  Investment  Trust (the "Trust") and John
Hancock  Broker  Distribution  Services,  Inc. (now known as John Hancock Funds,
Inc.),  please be advised that the Trust has  established  two new series of its
shares,  namely, John Hancock Sovereign Balanced Fund and John Hancock Sovereign
Investors  Fund (the  "Funds"),  and  please be further  advised  that the Trust
desires to retain John Hancock Funds, Inc. to serve as distributor and principal
underwriter under the Distribution Agreement for the Funds.

         Please indicate your acceptance of this  responsibility by signing this
letter as indicated below.



JOHN HANCOCK FUNDS, INC.                          JOHN HANCOCK INVESTMENT TRUST



By: /s/ Edward J. Boudreau, Jr.                   By: /s/ Anne C. Hodsdon
    ----------------------------                      --------------------------
    Chairman, President & CEO                         President


Dated:  December 2, 1996



                          JOHN HANCOCK INVESTMENT TRUST

                              101 Huntington Avenue
                                Boston, MA 02199


John Hancock Investor Services Corporation
101 Huntington Avenue
Boston, MA   02199

         Re:  Transfer Agency and Service Agreement

Ladies and Gentlemen:

         Pursuant to Section 7.01 of the Transfer  Agency and Service  Agreement
dated as of May 15, 1995 between John Hancock Investment Trust (the "Trust") and
John Hancock Investor  Services  Corporation (the "Transfer  Agent"),  please be
advised that the Trust has established a new series of its shares,  namely, John
Hancock Sovereign Balanced Fund (the "Fund"), and please be further advised that
the Trust  desires  to retain  the  Transfer  Agent to  render  transfer  agency
services  under  the  Transfer  Agency  and  Service  Agreement  to the  Fund in
accordance with the fee schedule attached as Exhibit A.

         Please state below  whether you are willing to render such  services in
accordance with the fee schedule attached as Exhibit A.

                                                  JOHN HANCOCK INVESTMENT TRUST



ATTEST: /s/ Susan S. Newton                       By: /s/ Anne C. Hodsdon
        -------------------------                     --------------------------
        Secretary                                     President

Dated:  December 2, 1996


         We are  willing to render  transfer  agency  services  to John  Hancock
Sovereign  Balanced Fund in accordance with the fee schedule  attached hereto as
Exhibit A.


                                                  JOHN HANCOCK INVESTOR SERVICES
                                                  CORPORATION



ATTEST: /s/ Susan S. Newton                       By: /s/ Charles McKenney, Jr.
        -------------------------                     --------------------------
                                                  Title:

Dated:  December 2, 1996

<PAGE>

             TRANSFER AGENT FEE SCHEDULE, EFFECTIVE DECEMBER 2, 1996



         Effective  December 2, 1996,  the transfer  agent fees payable  monthly
under the transfer agent agreement  between each fund and John Hancock  Investor
Services  Corporation  shall be the following  rates plus certain  out-of-pocket
expenses as described to the Board:

                                                    Annual Rate Per Account

 Equity Fund                                   Class A Shares     Class B Shares

Capital Series                                     $19.00             $21.50
 - Special Value
 - Independence Equity
 - Utilities
Special Equities
World
 - Pacific Basin
 - Global Rx
 - Global Marketplace
Freedom Investment Trust
 - Regional Bank
 - John Hancock Disciplined Growth
 - John Hancock Financial Industries
Freedom Investment Trust II
 - Global
 - International
 - Special Opportunities
 - Growth
Freedom Investment Trust III
 - Discovery
John Hancock Investment Trust
 - Growth & Income
 - Sovereign Balanced
 - Sovereign Investors
John Hancock Series Trust
 - Emerging Growth
 - Global Technology Fund

                                                    Annual Rate Per Account

                                               Class A Shares     Class B Shares

                                                   $20.00             $22.50
John Hancock Cash Reserve
John Hancock Current Interest
 - Money Market
 - US Government Cash Reserve

<PAGE>




                                                    Annual Rate Per Account

                                               Class A Shares     Class B Shares

                                                   $20.00             $22.50
John Hancock Tax-Exempt Series, Inc.
 - Massachusetts Tax-Free Income
 - New York Tax-Free Income
Freedom Investment Trust
 - Managed Tax-Exempt
John Hancock Tax-Free Bond Trust
 - High Yield Tax-Free
 - Tax-Free Bond Fund
John Hancock California Tax-Free Income

                                                    Annual Rate Per Account

                                               Class A Shares     Class B Shares

Limited Term Government                            $20.00             $22.50
Sovereign Bond
Strategic Series
 - Strategic Income
 - Sovereign U.S. Government Income
Freedom Investment Trust II
 - John Hancock World Bond Fund
 - Short-Term Strategic Income
John Hancock Bond Trust
 - Intermediate Maturity Gov't Fund
 - Government Income Fund
 - High Yield Bond Fund






The  following  funds are at a % of daily net assets of the Fund.  Out-of-pocket
expenses are paid by John Hancock Investor Services Corporation.

 Class C Funds

Special Equities                           .10% of daily net assets of  the Fund
Sovereign Investors

<PAGE>

John Hancock Institutional Series Trust      .5% of daily net assets of the Fund
 - John Hancock Global Bond Fund
 - John Hancock Independence Medium Capitalization Fund
 - John Hancock Independence Growth Fund
 - John Hancock Active Bond Fund
 - John  Hancock  Independence  Diversified  Core  Equity  Fund  II - John
 Hancock Independence  Balanced Fund - John Hancock Fundamental Value Fund
 - John Hancock Dividend Performers Fund - John Hancock Independence Value
 Fund - John Hancock International Equity Fund - John Hancock Multi-Sector
 Growth Fund - John Hancock Small Capitalization Equity Fund

These fees are agreed to by the undersigned as of December 2, 1996.



                                             /s/ Anne C. Hodsdon
                                        --------------------------------
                                                 Anne C. Hodsdon
                                              President of each Fund




                                              /s/ Charles McKenney, Jr.
                                        --------------------------------
                                                  Charles McKenney, Jr.
                                           Vice President of John Hancock 
                                            Investor Services Corporation



                          JOHN HANCOCK INVESTMENT TRUST
                     - JOHN HANCOCK SOVEREIGN INVESTORS FUND

                                 Class A Shares

                                December 2, 1996


         Article I.  This Plan

         This Distribution Plan (the "Plan") sets forth the terms and conditions
on which John Hancock  Investment  Trust (the "Trust") on behalf of John Hancock
Sovereign  Investors  Fund (the  "Fund"),  a series  portfolio of the Trust,  on
behalf of its Class A shares, will, after the effective date hereof, pay certain
amounts  to John  Hancock  Funds,  Inc.  ("JH  Funds")  in  connection  with the
provision  by JH  Funds  of  certain  services  to the  Fund  and  its  Class  A
shareholders,  as set forth  herein.  Certain of such  payments by the Fund may,
under Rule 12b-1 of the Securities and Exchange Commission, as from time to time
amended (the "Rule"),  under the Investment Company Act of 1940, as amended (the
"Act"), be deemed to constitute the financing of distribution by the Fund of its
shares.   This  Plan  describes  all  material  aspects  of  such  financing  as
contemplated  by the  Rule  and  shall  be  administered  and  interpreted,  and
implemented and continued, in a manner consistent with the Rule. The Fund and JH
Funds heretofore entered into a Distribution Agreement,  dated October 23, 1991,
(the  "Agreement"),  the terms of  which,  as  heretofore  and from time to time
continued, are incorporated herein by reference.

         Article II.  Distribution and Service Expenses

         The Fund shall pay to JH Funds a fee in the amount specified in Article
III  hereof.  Such fee may be spent by JH Funds on any  activities  or  expenses
primarily  intended  to  result  in the  sale of  Class A  shares  of the  Fund,
including,  but not limited to the payment of Distribution  Expenses (as defined
below) and Service  Expenses (as defined below).  Distribution  Expenses include
but are not limited to, (a) initial and ongoing sales  compensation  out of such
fee as it is received by JH Funds or other  broker-dealers  ("Selling  Brokers")
that have entered into an agreement with JH Funds for the sale of Class A shares
of the Fund, (b) direct  out-of-pocket  expenses incurred in connection with the
distribution  of Class A shares  of the  Fund,  including  expenses  related  to
printing of prospectuses and reports to other than existing Class A shareholders
of the Fund, and preparation,  printing and distribution of sales literature and
advertising  materials,  (c) an  allocation  of overhead and other branch office
expenses of JH Funds related to the  distribution  of Class A shares of the Fund
and (d) distribution  expenses incurred in connection with the distribution of a
corresponding class of any open-end,  registered  investment company which sells
all or substantially  all of its assets to the Fund or which merges or otherwise
combines with the Fund.

         Service  Expenses  include  payments made to, or on account of, account
executives  of selected  broker-dealers  (including  affiliates of JH Funds) and
others who furnish  personal and  shareholder  account  maintenance  services to
Class A shareholders of the Fund.

<PAGE>

         Article III.  Maximum Expenditures

         The  expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such  expenditures  will be made,  shall be  determined  by the
Fund, and in no event shall such expenditures  exceed 0.30% of the average daily
net asset value of the Class A shares of the Fund (determined in accordance with
the Fund's  prospectus  as from time to time in  effect)  on an annual  basis to
cover Distribution  Expenses and Service Expenses,  provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the  average  daily net asset  value of the Class A shares of the Fund.
Such  expenditures  shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall  determine.  In the event JH Funds is
not fully  reimbursed for payments made or other  expenses  incurred by it under
this Plan,  such expenses will not be carried beyond one year from the date such
expenses  were  incurred.  Any fees paid to JH Funds  under this Plan during any
fiscal year of the Fund and not  expended or allocated by JH Funds for actual or
budgeted Distribution Expenses and Service Expenses during such fiscal year will
be promptly returned to the Fund.

         Article IV.  Expenses Borne by the Fund

         Notwithstanding  any other provision of this Plan, the Trust,  the Fund
and its investment adviser, John Hancock Advisers,  Inc. (the "Adviser"),  shall
bear the respective expenses to be borne by them under the Investment Management
Contract,  dated  December 2, 1996,  as from time to time  continued and amended
(the "Management  Contract"),  and under the Fund's current  prospectus as it is
from time to time in effect. Except as otherwise  contemplated by this Plan, the
Fund shall not,  directly or indirectly,  engage in financing any activity which
is primarily  intended to or should  reasonably  result in the sale of shares of
the Fund.

         Article V.  Approval by Trustees, etc.

         This Plan shall not take effect  until it has been  approved,  together
with any related  agreements,  by votes,  cast in person at a meeting called for
the  purpose  of voting  on this  Plan or such  agreements,  of a  majority  (or
whatever greater percentage may, from time to time, be required by Section 12(b)
of the Act or the rules and  regulations  thereunder) of (a) all of the Trustees
of the Fund and (b) those Trustees of the Fund who are not "interested  persons"
of the Fund,  as such term may be from time to time  defined  under the Act, and
have no direct or indirect  financial  interest in the operation of this Plan or
any agreements related to it (the "Independent Trustees").

         Article VI.  Continuance

         This Plan and any related  agreements  shall  continue in effect for so
long as such  continuance is specifically  approved at least annually in advance
in the manner provided for the approval of this Plan in Article V.

                                       2

<PAGE>

         Article VII.  Information

         JH Funds shall furnish the Fund and its Trustees quarterly,  or at such
other intervals as the Fund shall specify,  a written report of amounts expended
or incurred for Distribution Expenses and Service Expenses pursuant to this Plan
and  the  purposes  for  which  such  expenditures  were  made  and  such  other
information as the Trustees may request.

         Article VIII.  Termination

         This Plan may be  terminated  (a) at any time by vote of a majority  of
the  Trustees,  a majority  of the  Independent  Trustees,  or a majority of the
Fund's  outstanding voting Class A shares, or (b) by JH Funds on 60 days' notice
in writing to the Fund.

         Article IX.  Agreements

         Each agreement with any person relating to  implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

         (a)      That,  with  respect  to  the  Fund,  such  agreement  may  be
                  terminated  at any time,  without  payment of any penalty,  by
                  vote of a majority of the Independent Trustees or by vote of a
                  majority of the Fund's then outstanding voting Class A shares.

         (b)      That such agreement shall terminate automatically in the event
                  of its assignment.

         Article X.  Amendments

         This Plan may not be amended to increase the maximum amount of the fees
payable  by the  Fund  hereunder  without  the  approval  of a  majority  of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

         Article XI.  Limitation of Liability

         The names "John Hancock  Investment  Trust" and "John Hancock Sovereign
Investors  Fund"  are the  designations  of the  Trustees  under  the  Amended &
Restated  Declaration of Trust, dated July 1, 1996, as amended and restated from
time to time.  The Amended & Restated  Declaration  of Trust has been filed with
the Secretary of State of the Commonwealth of Massachusetts.  The obligations of
the Trust and the Fund are not personally  binding upon, nor shall resort be had
to  the  private  property  of,  any of the  Trustees,  shareholders,  officers,
employees or agents of the Fund, but only the Fund's property shall be bound. No
series of the Trust shall be responsible for the obligations of any other series
of the Trust.


                                       3
<PAGE>

         IN WITNESS  WHEREOF,  the Fund has  executed  this amended and restated
Distribution  Plan  effective  as of the 2nd day of  December,  1996 in  Boston,
Massachusetts.


                                    JOHN HANCOCK INVESTMENT TRUST --
                                    JOHN HANCOCK SOVEREIGN INVESTORS FUND


                                    By: /s/ Anne C. Hodsdon
                                        -----------------------------
                                        Anne C. Hodsdon
                                        President

                                    JOHN HANCOCK FUNDS, INC.


                                    By: /s/Edward J. Boudreau, Jr.
                                        -----------------------------
                                        Edward J. Boudreau, Jr.
                                        Chairman, President & CEO











                                       4


                          JOHN HANCOCK INVESTMENT TRUST
                     - JOHN HANCOCK SOVEREIGN INVESTORS FUND

                                 Class B Shares

                                December 2, 1996


         Article I.  This Plan

         This Distribution Plan (the "Plan") sets forth the terms and conditions
on which John Hancock  Investment  Trust (the "Trust") on behalf of John Hancock
Sovereign  Investors  Fund (the  "Fund"),  a series  portfolio of the Trust,  on
behalf of its Class B shares, will, after the effective date hereof, pay certain
amounts  to John  Hancock  Funds,  Inc.  ("JH  Funds")  in  connection  with the
provision  by JH  Funds  of  certain  services  to the  Fund  and  its  Class  B
shareholders,  as set forth  herein.  Certain of such  payments by the Fund may,
under Rule 12b-1 of the Securities and Exchange Commission, as from time to time
amended (the "Rule"),  under the Investment Company Act of 1940, as amended (the
"Act"), be deemed to constitute the financing of distribution by the Fund of its
shares.   This  Plan  describes  all  material  aspects  of  such  financing  as
contemplated  by the  Rule  and  shall  be  administered  and  interpreted,  and
implemented and continued, in a manner consistent with the Rule. The Fund and JH
Funds heretofore entered into a Distribution Agreement,  dated October 23, 1991,
(the  "Agreement"),  the terms of  which,  as  heretofore  and from time to time
continued, are incorporated herein by reference.

         Article II.  Distribution and Service Expenses

         The Fund shall pay to JH Funds a fee in the amount specified in Article
III  hereof.  Such fee may be spent by JH Funds on any  activities  or  expenses
primarily  intended  to  result  in the  sale of  Class B  shares  of the  Fund,
including,  but not limited to the payment of Distribution  Expenses (as defined
below) and Service  Expenses (as defined below).  Distribution  Expenses include
but are not limited to, (a) initial and ongoing sales  compensation  out of such
fee as it is received by JH Funds or other  broker-dealers  ("Selling  Brokers")
that have entered into an agreement with JH Funds for the sale of Class B shares
of the Fund, (b) direct out-of pocket  expenses  incurred in connection with the
distribution  of Class B shares  of the  Fund,  including  expenses  related  to
printing of prospectuses and reports to other than existing Class B shareholders
of the Fund, and preparation,  printing and distribution of sales literature and
advertising  materials,  (c) an  allocation  of overhead and other branch office
expenses of JH Funds related to the  distribution of Class B shares of the Fund,
(d) interest expenses on unreimbursed  distribution  expenses related to Class B
shares,  as described in Article IV and (e)  distribution  expenses  incurred in
connection  with the  distribution  of a  corresponding  class of any  open-end,
registered investment company which sells all or substantially all its assets to
the Fund or which merges or otherwise combines with the Fund.

         Service  Expenses  include  payments  made to, or on account of account
executives  of selected  broker-dealers  (including  affiliates of JH Funds) and
others who furnish  personal and  shareholder  account  maintenance  services to
Class B shareholders of the Fund.

<PAGE>

         Article III.  Maximum Expenditures

         The  expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such  expenditures  will be made,  shall be  determined  by the
Fund, and in no event shall such expenditures  exceed 1.00% of the average daily
net asset value of the Class B shares of the Fund (determined in accordance with
the Fund's  prospectus  as from time to time in  effect)  on an annual  basis to
cover Distribution  Expenses and Service Expenses,  provided that the portion of
such fee used to cover Service  Expenses,  shall not exceed an annual rate of up
to 0.25% of the average daily net asset value of the Class B shares of the Fund.
Such  expenditures  shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.

         Article IV.  Unreimbursed Distribution Expenses

         In the event that JH Funds is not fully reimbursed for payments made or
expenses incurred by it as contemplated  hereunder, in any fiscal year, JH Funds
shall be entitled to carry forward such expenses to subsequent  fiscal years for
submission to the Class B shares of the Fund for payment,  subject always to the
annual maximum expenditures set forth in Article III hereof; provided,  however,
that nothing herein shall prohibit or limit the Trustees from  terminating  this
Plan and all payments hereunder at any time pursuant to Article IX hereof.

         Article V.  Expenses Borne by the Fund

         Notwithstanding  any other provision of this Plan, the Trust,  the Fund
and its investment adviser, John Hancock Advisers,  Inc. (the "Adviser"),  shall
bear the respective expenses to be borne by them under the Investment Management
Contract between them, dated December 2, 1996 as from time to time continued and
amended (the "Management Contract"),  and under the Fund's current prospectus as
it is from time to time in  effect.  Except as  otherwise  contemplated  by this
Plan,  the Trust and the Fund  shall  not,  directly  or  indirectly,  engage in
financing  any  activity  which is  primarily  intended to or should  reasonably
result in the sale of shares of the Fund.

         Article VI.  Approval by Trustees, etc.

         This Plan shall not take effect  until it has been  approved,  together
with any related  agreements,  by votes,  cast in person at a meeting called for
the  purpose  of voting  on this  Plan or such  agreements,  of a  majority  (or
whatever greater percentage may, from time to time, be required by Section 12(b)
of the Act or the rules and  regulations  thereunder) of (a) all of the Trustees
of the Fund and (b) those Trustees of the Fund who are not "interested  persons"
of the Fund,  as such term may be from time to time  defined  under the Act, and
have no direct or indirect  financial  interest in the operation of this Plan or
any agreements related to it (the "Independent Trustees").

         Article VII.  Continuance

         This Plan and any related  agreements  shall  continue in effect for so
long as such  continuance is specifically  approved at least annually in advance
in the manner provided for the approval of this Plan in Article VI.


                                       2

<PAGE>

         Article VIII.  Information

         JH Funds shall furnish the Fund and its Trustees quarterly,  or at such
other intervals as the Fund shall specify,  a written report of amounts expended
or incurred for  Distribution  Expenses and Services  Expenses  pursuant to this
Plan and the  purposes  for which  such  expenditures  were made and such  other
information as the Trustees may request.

         Article IX.  Termination

         This Plan may be  terminated  (a) at any time by vote of a majority  of
the  Trustees,  a majority  of the  Independent  Trustees,  or a majority of the
Fund's  outstanding voting Class B shares, or (b) by JH Funds on 60 days' notice
in writing to the Fund.

         Article X.  Agreements

         Each Agreement with any person relating to  implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

         (a)      That,  with  respect  to  the  Fund,  such  agreement  may  be
                  terminated  at any time,  without  payment of any penalty,  by
                  vote of a majority of the Independent Trustees or by vote of a
                  majority of the Fund's then outstanding Class B shares.

         (b)      That such agreement shall terminate automatically in the event
                  of its assignment.

         Article XI.  Amendments

         This Plan may not be amended to increase the maximum amount of the fees
payable  by the  Fund  hereunder  without  the  approval  of a  majority  of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article VII.

         Article XII.  Limitation of Liability

         The names "John Hancock  Investment  Trust" and "John Hancock Sovereign
Investors  Fund"  are the  designations  of the  Trustees  under  the  Amended &
Restated  Declaration of Trust, dated July 1, 1996, as amended and restated from
time to time.  The Amended & Restated  Declaration  of Trust has been filed with
the Secretary of State of the Commonwealth of Massachusetts.  The obligations of
the Trust and the Fund are not personally  binding upon, nor shall resort be had
to  the  private  property  of,  any of the  Trustees,  shareholders,  officers,
employees or agents of the Fund, but only the Fund's property shall be bound. No
series of the Trust shall be responsible for the obligations of any other series
of the Trust.


                                       3
<PAGE>

         IN WITNESS  WHEREOF,  the Fund has  executed  this amended and restated
Distribution  Plan  effective  as of the 2nd day of  December,  1996 in  Boston,
Massachusetts.


                                    JOHN HANCOCK INVESTMENT TRUST --
                                    JOHN HANCOCK SOVEREIGN INVESTORS FUND


                                    By: /s/Anne C. Hodsdon
                                        -----------------------------
                                        Anne C. Hodsdon
                                        President

                                    JOHN HANCOCK FUNDS, INC.


                                    By: /s/ Edward J. Boudreau, Jr.
                                        -----------------------------
                                        Edward J. Boudreau, Jr.
                                        Chairman, President & CEO


















                                       4


                          JOHN HANCOCK INVESTMENT TRUST
                     - JOHN HANCOCK SOVEREIGN BALANCED FUND

                                 Class A Shares

                                December 2, 1996


         Article I.  This Plan

         This Distribution Plan (the "Plan") sets forth the terms and conditions
on which John Hancock  Investment  Trust (the "Trust") on behalf of John Hancock
Sovereign Balanced Fund (the "Fund"), a series portfolio of the Trust, on behalf
of its Class A shares,  will,  after the  effective  date  hereof,  pay  certain
amounts  to John  Hancock  Funds,  Inc.  ("JH  Funds")  in  connection  with the
provision  by JH  Funds  of  certain  services  to the  Fund  and  its  Class  A
shareholders,  as set forth  herein.  Certain of such  payments by the Fund may,
under Rule 12b-1 of the Securities and Exchange Commission, as from time to time
amended (the "Rule"),  under the Investment Company Act of 1940, as amended (the
"Act"), be deemed to constitute the financing of distribution by the Fund of its
shares.   This  Plan  describes  all  material  aspects  of  such  financing  as
contemplated  by the  Rule  and  shall  be  administered  and  interpreted,  and
implemented and continued, in a manner consistent with the Rule. The Fund and JH
Funds heretofore entered into a Distribution Agreement, dated September 8, 1992,
(the  "Agreement"),  the terms of  which,  as  heretofore  and from time to time
continued, are incorporated herein by reference.

         Article II.  Distribution and Service Expenses

         The Fund shall pay to JH Funds a fee in the amount specified in Article
III  hereof.  Such fee may be spent by JH Funds on any  activities  or  expenses
primarily  intended  to  result  in the  sale of  Class A  shares  of the  Fund,
including,  but not limited to the payment of Distribution  Expenses (as defined
below) and Service  Expenses (as defined below).  Distribution  Expenses include
but are not limited to, (a) initial and ongoing sales  compensation  out of such
fee as it is received by JH Funds or other  broker-dealers  ("Selling  Brokers")
that have entered into an agreement with JH Funds for the sale of Class A shares
of the Fund, (b) direct  out-of-pocket  expenses incurred in connection with the
distribution  of Class A shares  of the  Fund,  including  expenses  related  to
printing of prospectuses and reports to other than existing Class A shareholders
of the Fund, and preparation,  printing and distribution of sales literature and
advertising  materials,  (c) an  allocation  of overhead and other branch office
expenses of JH Funds related to the  distribution  of Class A shares of the Fund
and (d) distribution  expenses incurred in connection with the distribution of a
corresponding class of any open-end,  registered  investment company which sells
all or substantially  all of its assets to the Fund or which merges or otherwise
combines with the Fund.

         Service  Expenses  include  payments made to, or on account of, account
executives  of selected  broker-dealers  (including  affiliates of JH Funds) and
others who furnish  personal and  shareholder  account  maintenance  services to
Class A shareholders of the Fund.

<PAGE>

         Article III.  Maximum Expenditures

         The  expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such  expenditures  will be made,  shall be  determined  by the
Fund, and in no event shall such expenditures  exceed 0.30% of the average daily
net asset value of the Class A shares of the Fund (determined in accordance with
the Fund's  prospectus  as from time to time in  effect)  on an annual  basis to
cover Distribution  Expenses and Service Expenses,  provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the  average  daily net asset  value of the Class A shares of the Fund.
Such  expenditures  shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall  determine.  In the event JH Funds is
not fully  reimbursed for payments made or other  expenses  incurred by it under
this Plan,  such expenses will not be carried beyond one year from the date such
expenses  were  incurred.  Any fees paid to JH Funds  under this Plan during any
fiscal year of the Fund and not  expended or allocated by JH Funds for actual or
budgeted Distribution Expenses and Service Expenses during such fiscal year will
be promptly returned to the Fund.

         Article IV.  Expenses Borne by the Fund

         Notwithstanding  any other provision of this Plan, the Trust,  the Fund
and its investment adviser, John Hancock Advisers,  Inc. (the "Adviser"),  shall
bear the respective expenses to be borne by them under the Investment Management
Contract,  dated  December 2, 1996,  as from time to time  continued and amended
(the "Management  Contract"),  and under the Fund's current  prospectus as it is
from time to time in effect. Except as otherwise  contemplated by this Plan, the
Fund shall not,  directly or indirectly,  engage in financing any activity which
is primarily  intended to or should  reasonably  result in the sale of shares of
the Fund.

         Article V.  Approval by Trustees, etc.

         This Plan shall not take effect  until it has been  approved,  together
with any related  agreements,  by votes,  cast in person at a meeting called for
the  purpose  of voting  on this  Plan or such  agreements,  of a  majority  (or
whatever greater percentage may, from time to time, be required by Section 12(b)
of the Act or the rules and  regulations  thereunder) of (a) all of the Trustees
of the Fund and (b) those Trustees of the Fund who are not "interested  persons"
of the Fund,  as such term may be from time to time  defined  under the Act, and
have no direct or indirect  financial  interest in the operation of this Plan or
any agreements related to it (the "Independent Trustees").

         Article VI.  Continuance

         This Plan and any related  agreements  shall  continue in effect for so
long as such  continuance is specifically  approved at least annually in advance
in the manner provided for the approval of this Plan in Article V.

                                       2

<PAGE>

         Article VII.  Information

         JH Funds shall furnish the Fund and its Trustees quarterly,  or at such
other intervals as the Fund shall specify,  a written report of amounts expended
or incurred for Distribution Expenses and Service Expenses pursuant to this Plan
and  the  purposes  for  which  such  expenditures  were  made  and  such  other
information as the Trustees may request.

         Article VIII.  Termination

         This Plan may be  terminated  (a) at any time by vote of a majority  of
the  Trustees,  a majority  of the  Independent  Trustees,  or a majority of the
Fund's  outstanding voting Class A shares, or (b) by JH Funds on 60 days' notice
in writing to the Fund.

         Article IX.  Agreements

         Each agreement with any person relating to  implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

         (a)      That,  with  respect  to  the  Fund,  such  agreement  may  be
                  terminated  at any time,  without  payment of any penalty,  by
                  vote of a majority of the Independent Trustees or by vote of a
                  majority of the Fund's then outstanding voting Class A shares.

         (b)      That such agreement shall terminate automatically in the event
                  of its assignment.

         Article X.  Amendments

         This Plan may not be amended to increase the maximum amount of the fees
payable  by the  Fund  hereunder  without  the  approval  of a  majority  of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

         Article XI.  Limitation of Liability

         The names "John Hancock  Investment  Trust" and "John Hancock Sovereign
Balanced Fund" are the designations of the Trustees under the Amended & Restated
Declaration  of Trust,  dated July 1, 1996, as amended and restated from time to
time.  The  Amended &  Restated  Declaration  of Trust has been  filed  with the
Secretary of State of the Commonwealth of Massachusetts.  The obligations of the
Trust and the Fund are not  personally  binding upon, nor shall resort be had to
the private property of, any of the Trustees, shareholders,  officers, employees
or agents of the Fund, but only the Fund's property shall be bound. No series of
the Trust shall be  responsible  for the  obligations of any other series of the
Trust.


                                       3
<PAGE>

         IN WITNESS  WHEREOF,  the Fund has  executed  this amended and restated
Distribution  Plan  effective  as of the 2nd day of  December,  1996 in  Boston,
Massachusetts.


                                    JOHN HANCOCK INVESTMENT TRUST --
                                    JOHN HANCOCK SOVEREIGN BALANCED FUND


                                    By: /s/ Anne C. Hodson
                                        -----------------------------
                                        Anne C. Hodsdon
                                        President

                                    JOHN HANCOCK FUNDS, INC.


                                    By: /s/ Edward J. Boudreau, Jr.
                                        -----------------------------
                                        Edward J. Boudreau, Jr.
                                        Chairman, President & CEO





















                                       4


                          JOHN HANCOCK INVESTMENT TRUST
                     - JOHN HANCOCK SOVEREIGN BALANCED FUND

                                 Class B Shares

                                December 2, 1996


         Article I.  This Plan

         This Distribution Plan (the "Plan") sets forth the terms and conditions
on which John Hancock  Investment  Trust (the "Trust") on behalf of John Hancock
Sovereign Balanced Fund (the "Fund"), a series portfolio of the Trust, on behalf
of its Class B shares,  will,  after the  effective  date  hereof,  pay  certain
amounts  to John  Hancock  Funds,  Inc.  ("JH  Funds")  in  connection  with the
provision  by JH  Funds  of  certain  services  to the  Fund  and  its  Class  B
shareholders,  as set forth  herein.  Certain of such  payments by the Fund may,
under Rule 12b-1 of the Securities and Exchange Commission, as from time to time
amended (the "Rule"),  under the Investment Company Act of 1940, as amended (the
"Act"), be deemed to constitute the financing of distribution by the Fund of its
shares.   This  Plan  describes  all  material  aspects  of  such  financing  as
contemplated  by the  Rule  and  shall  be  administered  and  interpreted,  and
implemented and continued, in a manner consistent with the Rule. The Fund and JH
Funds heretofore entered into a Distribution Agreement,  dated September 8, 1992
(the  "Agreement"),  the terms of  which,  as  heretofore  and from time to time
continued, are incorporated herein by reference.

         Article II.  Distribution and Service Expenses

         The Fund shall pay to JH Funds a fee in the amount specified in Article
III  hereof.  Such fee may be spent by JH Funds on any  activities  or  expenses
primarily  intended  to  result  in the  sale of  Class B  shares  of the  Fund,
including,  but not limited to the payment of Distribution  Expenses (as defined
below) and Service  Expenses (as defined below).  Distribution  Expenses include
but are not limited to, (a) initial and ongoing sales  compensation  out of such
fee as it is received by JH Funds or other  broker-dealers  ("Selling  Brokers")
that have entered into an agreement with JH Funds for the sale of Class B shares
of the Fund, (b) direct out-of pocket  expenses  incurred in connection with the
distribution  of Class B shares  of the  Fund,  including  expenses  related  to
printing of prospectuses and reports to other than existing Class B shareholders
of the Fund, and preparation,  printing and distribution of sales literature and
advertising  materials,  (c) an  allocation  of overhead and other branch office
expenses of JH Funds related to the  distribution of Class B shares of the Fund,
(d) interest expenses on unreimbursed  distribution  expenses related to Class B
shares,  as described in Article IV and (e)  distribution  expenses  incurred in
connection  with the  distribution  of a  corresponding  class of any  open-end,
registered investment company which sells all or substantially all its assets to
the Fund or which merges or otherwise combines with the Fund.

         Service  Expenses  include  payments  made to, or on account of account
executives  of selected  broker-dealers  (including  affiliates of JH Funds) and
others who furnish  personal and  shareholder  account  maintenance  services to
Class B shareholders of the Fund.

<PAGE>

         Article III.  Maximum Expenditures

         The  expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such  expenditures  will be made,  shall be  determined  by the
Fund, and in no event shall such expenditures  exceed 1.00% of the average daily
net asset value of the Class B shares of the Fund (determined in accordance with
the Fund's  prospectus  as from time to time in  effect)  on an annual  basis to
cover Distribution  Expenses and Service Expenses,  provided that the portion of
such fee used to cover Service  Expenses,  shall not exceed an annual rate of up
to 0.25% of the average daily net asset value of the Class B shares of the Fund.
Such  expenditures  shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.

         Article IV.  Unreimbursed Distribution Expenses

         In the event that JH Funds is not fully reimbursed for payments made or
expenses incurred by it as contemplated  hereunder, in any fiscal year, JH Funds
shall be entitled to carry forward such expenses to subsequent  fiscal years for
submission to the Class B shares of the Fund for payment,  subject always to the
annual maximum expenditures set forth in Article III hereof; provided,  however,
that nothing herein shall prohibit or limit the Trustees from  terminating  this
Plan and all payments hereunder at any time pursuant to Article IX hereof.

         Article V.  Expenses Borne by the Fund

         Notwithstanding  any other provision of this Plan, the Trust,  the Fund
and its investment adviser, John Hancock Advisers,  Inc. (the "Adviser"),  shall
bear the respective expenses to be borne by them under the Investment Management
Contract between them, dated December 2, 1996 as from time to time continued and
amended (the "Management Contract"),  and under the Fund's current prospectus as
it is from time to time in  effect.  Except as  otherwise  contemplated  by this
Plan,  the Trust and the Fund  shall  not,  directly  or  indirectly,  engage in
financing  any  activity  which is  primarily  intended to or should  reasonably
result in the sale of shares of the Fund.

         Article VI.  Approval by Trustees, etc.

         This Plan shall not take effect  until it has been  approved,  together
with any related  agreements,  by votes,  cast in person at a meeting called for
the  purpose  of voting  on this  Plan or such  agreements,  of a  majority  (or
whatever greater percentage may, from time to time, be required by Section 12(b)
of the Act or the rules and  regulations  thereunder) of (a) all of the Trustees
of the Fund and (b) those Trustees of the Fund who are not "interested  persons"
of the Fund,  as such term may be from time to time  defined  under the Act, and
have no direct or indirect  financial  interest in the operation of this Plan or
any agreements related to it (the "Independent Trustees").

         Article VII.  Continuance

         This Plan and any related  agreements  shall  continue in effect for so
long as such  continuance is specifically  approved at least annually in advance
in the manner provided for the approval of this Plan in Article VI.


                                       2

<PAGE>

         Article VIII.  Information

         JH Funds shall furnish the Fund and its Trustees quarterly,  or at such
other intervals as the Fund shall specify,  a written report of amounts expended
or incurred for  Distribution  Expenses and Services  Expenses  pursuant to this
Plan and the  purposes  for which  such  expenditures  were made and such  other
information as the Trustees may request.

         Article IX.  Termination

         This Plan may be  terminated  (a) at any time by vote of a majority  of
the  Trustees,  a majority  of the  Independent  Trustees,  or a majority of the
Fund's  outstanding voting Class B shares, or (b) by JH Funds on 60 days' notice
in writing to the Fund.

         Article X.  Agreements

         Each Agreement with any person relating to  implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

         (a)      That,  with  respect  to  the  Fund,  such  agreement  may  be
                  terminated  at any time,  without  payment of any penalty,  by
                  vote of a majority of the Independent Trustees or by vote of a
                  majority of the Fund's then outstanding Class B shares.

         (b)      That such agreement shall terminate automatically in the event
                  of its assignment.

         Article XI.  Amendments

         This Plan may not be amended to increase the maximum amount of the fees
payable  by the  Fund  hereunder  without  the  approval  of a  majority  of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article VII.

         Article XII.  Limitation of Liability

         The names "John Hancock  Investment  Trust" and "John Hancock Sovereign
Balanced Fund" are the designations of the Trustees under the Amended & Restated
Declaration  of Trust,  dated July 1, 1996, as amended and restated from time to
time.  The  Amended &  Restated  Declaration  of Trust has been  filed  with the
Secretary of State of the Commonwealth of Massachusetts.  The obligations of the
Trust and the Fund are not  personally  binding upon, nor shall resort be had to
the private property of, any of the Trustees, shareholders,  officers, employees
or agents of the Fund, but only the Fund's property shall be bound. No series of
the Trust shall be  responsible  for the  obligations of any other series of the
Trust.


                                       3
<PAGE>

         IN WITNESS  WHEREOF,  the Fund has  executed  this amended and restated
Distribution  Plan  effective  as of the 2nd day of  December,  1996 in  Boston,
Massachusetts.


                                    JOHN HANCOCK INVESTMENT TRUST --
                                    JOHN HANCOCK SOVEREIGN BALANCED FUND


                                    By: /s/ Anne C. Hodson
                                        -----------------------------
                                        Anne C. Hodsdon
                                        President

                                    JOHN HANCOCK FUNDS, INC.


                                    By: /s/ Edward J. Boudreau, Jr.
                                        -----------------------------
                                        Edward J. Boudreau, Jr.
                                        Chairman, President & CEO
























                                       4


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission