HANCOCK JOHN CURRENT INTEREST
485BPOS, 1995-05-09
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<PAGE>   1
                                                        Registration No. 2-50931
                                                        ICA No. 811-02485

                           AS FILED ON MAY 9, 1995

                       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. 48                                              /x/
                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              /x/

Amendment No.  27                                                            /x/
                        JOHN HANCOCK CURRENT INTEREST
      (Exact Name of Registrant as Specified in Articles of Incorporation)

           101 Huntington Avenue,  Boston, Massachusetts  02199-7603
                    (Address of Principal Executive Offices)

  Registrant's Telephone Number, including Area Code:          (617) 375-1700

                             Thomas H. Drohan, Esq.
                          John Hancock Advisers, Inc.
            101 Huntington Avenue, Boston, Massachusetts 02199-7603
                    (Name and Address of Agent for Service)
                           __________________________

         It is proposed that this filing will become effective:
         immediately upon filing pursuant to paragraph (b)
- ---
 X       on May 15, 1995 pursuant to paragraph (b)
- ---
         60 days after filing pursuant to paragraph (a)
- ---
         on [date] pursuant to paragraph (a) of rule 485
- ---

         Registrant has previously elected, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, to register an indefinite number of its shares
of beneficial interest for sale under the Securities Act of 1933 and filed its
Rule 24f-2 Notice on or about July 28, 1994.


<PAGE>   2


                         JOHN HANCOCK CURRENT INTEREST

                             CROSS REFERENCE SHEET

<TABLE>
                             Cross Reference Sheet
                             ---------------------

            Pursuant to Rule 495(a) under the Securities Act of 1933

<CAPTION>
ITEM NUMBER FORM N-1A,        PROSPECTUS CAPTION        STATEMENT OF ADDITIONAL
        PART A                                            INFORMATION CAPTION
- --------------------------------------------------------------------------------
          <S>           <C>                            <C>
           1            Front Cover Page                           *

           2            Expense Information; The                   *
                        Fund's Expenses; Share Price

           3            The Fund's Financial                       *
                        Highlights; Performance

           4            Investment Objectives and                  *
                        Policies; Organization and
                        Management of the Fund

           5            Organization and Management                *
                        of the Fund; The Fund's
                        Expenses; Back Cover Page

           6            Organization and Management                *
                        of the Fund; Dividends and
                        Taxes; How to Buy Shares; How
                        to Redeem Shares; Additional
                        Services and Programs

           7            How to Buy Shares; Shares                  *
                        Price; Additional Services
                        and Programs; Alternative
                        Purchase Arrangements; The
                        Fund's Expenses; Back Cover
                        Page

           8            How to Redeem Shares                       *

           9            Not Applicable                             *

          10                          *                Front Cover Page

          11                          *                Table of Contents

          12                          *                Organization of the Fund
</TABLE>
<PAGE>   3

<TABLE>
          <S>                         <C>              <C>
          13                          *                Investment Objectives
                                                       and Policies; Certain
                                                       Investment Practices;
                                                       Investment Restrictions

          14                          *                Those Responsible for
                                                       Management

          15                          *                Those Responsible for
                                                       Management

          16                          *                Investment Advisory 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>   4
 
   
JOHN HANCOCK
    
 
   
U.S. GOVERNMENT
    
   
CASH RESERVE
    
   
PROSPECTUS
    
   
MAY 15, 1995
    
- --------------------------------------------------------------------------------
   
TABLE OF CONTENTS
    
 
   
<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
Expense Information...................................................................     2
The Fund's Financial Highlights.......................................................     3
Investment Objective and Policies.....................................................     4
Organization and Management of the Fund...............................................     5
The Fund's Expenses...................................................................     6
Dividends and Taxes...................................................................     6
How to Buy Shares.....................................................................     7
Share Price...........................................................................     8
How to Redeem Shares..................................................................     9
Additional Services and Programs......................................................    11
Investments, Techniques and Risk Factors..............................................    13
</TABLE>
    
 
   
  This Prospectus sets forth the information about John Hancock U.S. Government
Cash Reserve (the "Fund"), a diversified series of John Hancock Current Interest
(the "Trust"), that you should know before investing. Please read and retain it
for future reference.
    
 
   
  SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY. AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE IS NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
    
 
  Additional information about the Fund and the Trust has been filed with the
Securities and Exchange Commission (the "SEC"). You can obtain a copy of the
Fund's Statement of Additional Information, dated May 15, 1995 and incorporated
by reference into this Prospectus, free of charge by writing or telephoning:
John Hancock Investor Services Corporation, P.O. Box 9116, Boston, Massachusetts
02205-9116, 1-800-225-5291 (1-800-554-6713 TDD).
 
   
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
    
<PAGE>   5
 
   
EXPENSE INFORMATION
    
   
  The purpose of the following information is to help you to understand the
various fees and expenses you will bear, directly or indirectly, when you
purchase Fund shares. The operating expenses included in the table and
hypothetical example below are based on fees and expenses for the Fund's fiscal
year ended May 31, 1994 adjusted to reflect certain current expenses. Actual
fees and expenses of Fund shares in the future may be greater or less than those
indicated.
    
 
   
<TABLE>
<S>                                                                                                                 <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)...................................        None
Maximum sales charge imposed on reinvested dividends............................................................        None
Maximum deferred sales charge...................................................................................        None
Redemption fee+.................................................................................................        None
Exchange fee....................................................................................................        None
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Management fee..................................................................................................      0.50 %
12b-1 fee (net of limitation)...................................................................................      0.00 %
Other expenses*.................................................................................................      0.15 %
Less expense reimbursement......................................................................................     (0.30)%
Total Fund operating expenses**.................................................................................      0.35 %
</TABLE>
    
 
   
 * Other Expenses include transfer agent, legal, audit, custody and other
   expenses.
    
   
** Total Fund operating expenses in the table reflect voluntary and temporary
   limitations by the Fund's investment adviser and distributor. Without such
   limitations the 12b-1 Fee and Total Fund Operating Expenses of the Fund would
   have been estimated as 0.15% and 0.65%, respectively.
    
   
 + Redemption by wire fee (currently $4.00) not included.
    
 
   
<TABLE>
<CAPTION>
                                EXAMPLE:                                    1 YEAR        3 YEARS        5 YEARS        10 YEARS
                                                                            -------       --------       --------       ---------
<S>                                                                         <C>           <C>            <C>            <C>
You would pay the following expenses for the indicated period of years on
  a hypothetical $1,000 investment, assuming 5% annual return............     $ 4           $ 11           $ 20            $44
</TABLE>
    
 
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or lesser than those shown.)
   
  The management and 12b-1 fees referred to above are more fully explained in
this Prospectus under the caption "The Fund's Expenses" and in the Statement of
Additional Information under the captions "Investment Advisory and Other
Services" and "Distribution Contract."
    
 
                                        2
<PAGE>   6
 
   
THE FUND'S FINANCIAL HIGHLIGHTS

  The information in the following table of financial highlights for each of the
ten years in the period ended May 31, 1994 has been audited by Ernst & Young
LLP, the Fund's independent auditors, whose unqualified report is included in
the Statement of Additional Information. The financial highlights for the
six-month period ended November 30, 1994 are unaudited. Further information
about the performance of the Fund is contained in the Fund's Annual and
Semi-Annual Reports to shareholders which may be obtained free of charge by
writing or telephoning John Hancock Investor Services Corporation ("Investor
Services"), at the address or telephone number listed on the front page of this
Prospectus.
    
 
<TABLE>
  Selected data for each share outstanding throughout each period is as follows:
 
   
<CAPTION>
              SIX MONTHS
                ENDED
               NOVEMBER                                           FISCAL YEAR ENDED MAY 31,
                 1994       -----------------------------------------------------------------------------------------------------
              (UNAUDITED)    1994       1993       1992       1991       1990      1989      1988      1987      1986      1985
              ----------    -------   --------   --------   --------   --------   -------   -------   -------   -------   -------
<S>           <C>           <C>       <C>        <C>        <C>        <C>        <C>       <C>       <C>       <C>       <C>
Net asset
  value,
  beginning
  of
  year.....       $1.00       $1.00      $1.00      $1.00      $1.00      $1.00     $1.00     $1.00     $1.00     $1.00     $1.00
Net
 investment
  income...       0.021        0.03       0.03       0.05       0.07       0.08      0.08      0.05      0.05      0.07      0.09
Dividends
  from net
 investment
  income...      (0.021)      (0.03)     (0.03)     (0.05)     (0.07)     (0.08)    (0.08)    (0.05)    (0.05)    (0.07)    (0.09)
              ---------     -------   --------   --------   --------   --------   -------   -------   -------   -------   -------
Net asset
  value,
  end of
  year.....       $1.00       $1.00      $1.00      $1.00      $1.00      $1.00     $1.00     $1.00     $1.00     $1.00     $1.00
              =========     =======   ========   ========   ========   ========   =======   =======   =======   =======   =======
Total
  Return...        2.15%       3.04%      3.25%      4.95%      7.42%      8.66%     8.02%     5.50%     5.25%     7.03%     9.28%
              =========     =======   ========   ========   ========   ========   =======   =======   =======   =======   =======
RATIOS AND
SUPPLEMENTAL
  DATA:
Ratio of
  expenses
  to
  average
  net
  assets...        0.35%       0.65%      0.67%      0.68%      0.66%      0.66%     0.79%     1.05%     0.91%     0.89%     0.87%
Ratio of
  expense
  reimbursement
  to
  average
  net
  assets...       (0.17)%     (0.30)%    (0.32)%    (0.33)%    (0.31)%    (0.31)%   (0.24)%   --        --        --        --
              ---------     -------   --------   --------   --------   --------   -------   -------   -------   -------   -------
Ratio of
  net
  expenses
  to
  average
  net
 assets....        0.18%       0.35%      0.35%      0.35%      0.35%      0.35%     0.55%     1.05%     0.91%     0.89%     0.87%
              =========     =======   ========   ========   ========   ========   =======   =======   =======   =======   =======
Ratio of
  net
 investment
  income to
  average
  net
 assets....        2.14%       2.96%      3.19%      4.86%      7.21%      8.27%     8.29%     5.42%     5.13%     6.66%     8.87%
Net Assets,
  end of
  year (in
  thousands)... $104,291    $94,408   $123,106   $109,358   $200,092   $164,509   $69,346   $48,774   $73,048   $85,790   $66,195
</TABLE>
 
YIELD INFORMATION

  For the seven days ended November 30, 1994, the Fund's annualized yield and
effective yield were 5.06% and 2.15% respectively (with expense limitations),
and 4.71% and 1.98% (without expense limitations). On May 31, 1994, the Fund's
average portfolio maturity was 30 days. Yields quoted for the Fund will reflect
the assumption of certain expenses in excess of 0.35%.
    
 
  Current information on the Fund's annualized yield during a recent seven-day
period may be obtained by calling the Easi-Line at 1-800-338-8080 or a customer
service representative, 1-800-225-5291.
 
   
  For information on how the Fund calculates its annualized yield see the
    
Statement of Additional Information.
 
                                        3
<PAGE>   7
 
   
INVESTMENT OBJECTIVE AND POLICIES
    

The Fund invests only in U.S. Government securities maturing within 13 months
from the date of purchase and repurchase agreements with respect to such
securities with an average portfolio maturity of 90 days or less. The Fund seeks
to obtain maximum current income from these short-term investments to the extent
consistent with maintaining liquidity and preserving capital. For a description
of the types of U.S. Government securities and other money market instruments in
which the Fund may invest see "Investments, Techniques and Risk Factors."
 
- -------------------------------------------------------------------------------
   
                   THE FUND SEEKS TO OBTAIN MAXIMUM CURRENT
                   INCOME CONSISTENT WITH MAINTAINING
                   LIQUIDITY AND PRESERVING CAPITAL.
    
- -------------------------------------------------------------------------------
 
Securities in which the Fund invests may not earn as high a level of current
income as longer term or lower quality securities which generally have less
liquidity, greater market risk and more fluctuation in market value.
 
The return on an investment in the Fund will depend on the interest earned by
the Fund's investments after expenses of the Fund are deducted. The return is
paid to shareholders in the form of dividends.
 
The Fund seeks to maintain a net asset value of $1.00 per share at all times.
There can be no assurance that the Fund will be able to maintain a constant
$1.00 share price. However, because the Fund purchases high quality U.S.
Government securities with short maturities, this policy helps to minimize any
price decreases or increases that could result from changes in interest rates or
an issuer's creditworthiness.
 
- -------------------------------------------------------------------------------
                   THE FUND SEEKS TO MAINTAIN A CONSTANT
                   $1.00 SHARE PRICE.
- -------------------------------------------------------------------------------
 
   
The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental or nonfundamental. Those restrictions designated as fundamental may
not be changed without shareholder approval. The Fund's investment objective,
policies and restrictions (including a restriction on borrowing money and
pledging assets), except as noted, are fundamental and may not be changed
without the approval of the Fund's shareholders. Notwithstanding the Fund's
fundamental investment restriction prohibiting investments in other investment
companies, the Fund may, pursuant to an order granted by the SEC, invest in
other investment companies in connection with a deferred compensation plan for
the noninterested trustees of the John Hancock funds. There can be no assurance
that the Fund will achieve its investment objective.
    
 
- -------------------------------------------------------------------------------
   
                   THE FUND FOLLOWS CERTAIN POLICIES WHICH
                   MAY HELP TO REDUCE INVESTMENT RISK.
    
- -------------------------------------------------------------------------------
 
RISK FACTORS.  The Fund is intended for investors, both individual and
institutional, who seek income at current money market rates at a relatively low
cost while participating in the convenience, liquidity and higher yields offered
by large denomination instruments available to investors such as the Fund.
However, you should be aware that a Fund investment is not without risk. By
itself, the Fund does not constitute a complete or balanced investment plan. It
is important to note that unlike the U.S. Government securities in which the
Fund may invest, shares of the Fund are neither insured nor guaranteed. For
additional information about risks associated with an investment in the Fund,
see "Investments, Techniques and Risk Factors."
 
                                        4
<PAGE>   8
 
   
The primary consideration in choosing brokerage firms to carry out the Fund's
transactions is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service. Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the Trustees, John Hancock Advisers, Inc. (the "Adviser") may place securities
transactions with brokers affiliated with the Adviser. The brokers include
Tucker Anthony Incorporated, Sutro and Company, Inc. and John Hancock
Distributors, Inc., which are indirectly owned by the John Hancock Mutual Life
Insurance Company (the "Life Company"), which in turn indirectly owns the
Adviser.
    
 
- -------------------------------------------------------------------------------
                   BROKERS ARE CHOSEN ON BEST PRICE AND
                   EXECUTION.
- -------------------------------------------------------------------------------
 
ORGANIZATION AND MANAGEMENT OF THE FUND
The Fund is organized as a separate, diversified portfolio of the Trust, which
is an open-end management investment company incorporated as a Texas corporation
in 1974 and reorganized as a Massachusetts business trust in 1991. The Trust
reserves the right to create and issue a number of series of shares, or funds or
classes thereof, which are separately managed and have different investment
objectives. The Trust is not required to and does not intend to hold annual
meetings of shareholders, although special meetings may be held for such
purposes as electing or removing Trustees, changing fundamental policies or
approving a management contract. The Fund, under certain circumstances, will
assist in shareholder communications with other shareholders.
 
- -------------------------------------------------------------------------------
   
                   THE TRUSTEES ELECT OFFICERS AND RETAIN THE
                   INVESTMENT ADVISER WHO IS RESPONSIBLE FOR
                   THE DAY-TO-DAY OPERATIONS OF THE FUND,
                   SUBJECT TO THE TRUSTEES' POLICIES AND
                   SUPERVISION.
    
- -------------------------------------------------------------------------------
 
   
The Adviser was organized in 1968 and is a wholly owned indirect subsidiary of
the Life Company, a financial services company. The Adviser provides the Fund,
and other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. John Hancock Funds, Inc.
("John Hancock Funds") distributes shares for all of the John Hancock mutual
funds through brokers with agreements with John Hancock Funds ("Selling
Brokers"). Certain Fund officers are also officers of the Adviser and John
Hancock Funds.
    
 
- -------------------------------------------------------------------------------
   
                   JOHN HANCOCK ADVISERS, INC. ADVISES
                   INVESTMENT COMPANIES HAVING A TOTAL ASSET
                   VALUE OF MORE THAN $13 BILLION.
    
- -------------------------------------------------------------------------------
 
In order to avoid any conflict 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:
preclearance 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.
 
                                        5
<PAGE>   9
<TABLE>
 
THE FUND'S EXPENSES
   

For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser which is based on a stated percentage of the Fund's average daily
net assets as follows:
 
<CAPTION>
                                                                           ANNUAL
                             NET ASSET VALUE                                RATE
- -------------------------------------------------------------------------  ------
<S>                                                                        <C>
First $500 million.......................................................  0.500%
Next $250 million........................................................  0.425%
Next $250 million........................................................  0.375%
Next $500 million........................................................  0.350%
Next $500 million........................................................  0.325%
Next $500 million........................................................  0.300%
Amount Over $2.5 billion.................................................  0.275%
</TABLE>
 
For the fiscal year ended May 31, 1994, the Fund paid an advisory fee of 0.20%
of the Fund's average daily net assets to the Fund's former investment adviser.
The Adviser has voluntarily and temporarily agreed to continue to limit the
Fund's operating expenses and not to impose its management fee to the extent
necessary to limit the total of the Fund's management fees and operating
expenses to 0.35% of the average net assets attributable to Fund shares.

The shareholders have adopted a distribution plan (a "Plan") pursuant to Rule
12b-1 under the Investment Company Act of 1940. Under the Plan, the Fund may pay
distribution and service fees at an aggregate annual rate of up to 0.15% of the
Fund's average daily net assets. Payment of these fees has been indefinitely
suspended.

Information on the Fund's total expenses is in the Financial Highlights section
of this Prospectus.
    
 
DIVIDENDS AND TAXES
   
DIVIDENDS.  The Fund generally declares dividends daily and distributes
dividends monthly, representing all or substantially all of its net investment
income. The Fund will distribute net realized capital gains, if any, annually.
    
 
Dividends are reinvested in additional shares of the Fund unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option.
 
- -------------------------------------------------------------------------------
   
                   YOU SHOULD KEEP YOUR ACCOUNT STATEMENTS
                   RECEIVED FROM THE FUND FOR YOUR PERSONAL
                   TAX RECORDS.
    
- -------------------------------------------------------------------------------
TAXATION.  Dividends from the Fund's net investment income and net short-term
capital gains are taxable to you as ordinary income. Dividends from the Fund's
net long-term capital gains, if any, are taxable as long-term capital gain. The
Fund does not anticipate that it will generally realize any long-term capital
gains.  Dividends are taxable, whether received in cash or reinvested in
additional shares. Certain dividends may be paid by the Fund in January of a
given year but may be treated as if you received them the previous December.
The Fund will send you a statement by January 31 showing the federal tax status
of the dividends you received for the prior year.
 
   
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended
    
 
 
                                        6
<PAGE>   10
 
   
(the "Code"). As a regulated investment company, the Fund will not be subject to
Federal income tax on any net investment income or net realized capital gains
distributed to its shareholders within the time period prescribed by the Code.
    

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

In addition to Federal taxes, you may be subject to state and local or foreign
taxes with respect to your investment in and distributions from the Fund. A
state income (and possibly local income and/or intangible property) tax
exemption is generally available to the extent 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. Non-U.S. shareholders and tax-exempt shareholders
are subject to different tax rules not described herein. You should consult your
tax adviser for specific advice.
   

<TABLE>
HOW TO BUY SHARES
    
- -------------------------------------------------------------------------------------
<S> <C>           <C>  
    The minimum initial investment is $20,000 ($250 for group investments and
    retirement plans). Complete the Account Application attached to this Prospectus.
- -------------------------------------------------------------------------------------
                   OPENING AN ACCOUNT
- -------------------------------------------------------------------------------------
    BY CHECK      1.   Make your check payable to John Hancock Investor Services
                       Corporation, P.O. Box 9115, Boston, MA, 02205-9115.
                  2.   Deliver the completed application and check to your registered
                       representative or Selling Broker or mail it directly to
                       Investor Services.
- -------------------------------------------------------------------------------------
    BY WIRE       1.   Obtain an account number by contacting your registered
                       representative or Selling Broker, or by calling 1-800-225-5291.
                  2.   Instruct your bank to wire funds to:
                       First Signature Bank & Trust
                           John Hancock Deposit Account No. 900000260
                           ABA Routing No. 211475000
                           For credit to: John Hancock U.S. Government Cash Reserve
                           Your Account Number
                           Name(s) under which account is registered
                  3.   Deliver the completed application to your registered
                       representative, Selling Broker or mail it directly to Investor
                       Services.

- -------------------------------------------------------------------------------------
                  BUYING ADDITIONAL SHARES
- -------------------------------------------------------------------------------------
    MONTHLY       1.   Complete the "Automatic Investing" and "Bank Information"
    AUTOMATIC          sections on the Account Privileges Application designating a
    ACCUMULATION       bank account from which funds may be drawn.
    PROGRAM       2.   The amount you elect to invest will be automatically withdrawn
    (MAAP)             from your bank or credit union account.
- -------------------------------------------------------------------------------------
</TABLE>
 
                                        7
<PAGE>   11
   
<TABLE>
- -------------------------------------------------------------------------------
                   BUYING ADDITIONAL SHARES (CONTINUED)
- ------------------------------------------------------------------------------- 
<S> <C>           <C>  
- ---------------------------------------------------------------------------------
    BY TELEPHONE  1.   Complete the "Invest-By-Phone" and "Bank Information" sections
                       on the Account Privileges Application designating a bank
                       account from which your funds may be drawn. Note that in order
                       to invest by phone, your account must be in a bank or credit
                       union that is a member of the Automated Clearing House system
                       (ACH).
                  2.   After your authorization form has been processed, you may
                       purchase additional shares by calling Investor Services
                       toll-free 1-800-225-5291.
                  3.   Give the Investor Services representative the name(s) in which
                       your account is registered, the Fund name, your account number,
                       and the amount you wish to invest.
                  4.   Your investment normally will be credited to your account the
                       business day following your phone request.
- ---------------------------------------------------------------------------------
    BY CHECK      1.   Either complete the detachable stub included on your account
                       statement or include a note with your investment listing the
                       name of the Fund, your account number and the name(s) in which
                       the account is registered.
                  2.   Make your check payable to John Hancock Investor Services
                       Corporation.
                  3.   Mail the account information and check to:
                       John Hancock Investor Services Corporation
                       P.O. Box 9115
                       Boston, MA 02205-9115
                       or deliver it to your registered representative or Selling
                       Broker.
- ---------------------------------------------------------------------------------
    BY WIRE       Instruct your bank to wire funds to:
                       First Signature Bank & Trust
                           John Hancock Deposit Account No. 900000260
                           ABA Routing No. 211475000
                           For credit to: John Hancock U.S. Government Cash Reserve
                           Your Account Number
                           Name(s) under which account is registered
- ---------------------------------------------------------------------------------
    Other Requirements: All purchases must be made in U.S. dollars. Checks written on
    foreign banks will delay purchases until U.S. funds are received, and a collection
    charge may be imposed. Shares of the Fund are priced at the offering price based
    on the net asset value computed after Investor Services receives notification of
    the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
    two or more hours to complete and, to be accepted the same day, must be received
    by 4:00 P.M., New York time. Your bank may charge a fee to wire funds. Telephone
    transactions are recorded to verify information. Certificates are not issued.
- ---------------------------------------------------------------------------------
</TABLE>
    
 
You will receive a statement of your account after any transaction that affects
your share balance or registration (statements related to reinvestment of
dividends and automatic investment/withdrawal plans will be sent to you
quarterly). A tax information statement will be mailed to you by January 31 of
each year.
 
- -------------------------------------------------------------------------------
                   YOU WILL RECEIVE ACCOUNT STATEMENTS THAT
                   YOU SHOULD KEEP TO HELP WITH YOUR PERSONAL
                   RECORDKEEPING.
- -------------------------------------------------------------------------------
 
SHARE PRICE
The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the Fund's net assets by the number of outstanding shares
of the Fund. Securities in the Fund's portfolio are valued at amortized cost
which the Board has determined approximates market value. Under the amortized
cost pricing method, a portfolio investment is valued at its cost and thereafter
any discount or premium is amortized to maturity, regardless of the impact of
fluctuating interest rates on the market value of the investment. Amortized cost
pricing facilitates the maintenance of a $1.00 constant net asset value per
share, but, or course, this cannot be guaranteed.

- -------------------------------------------------------------------------------
                   THE PRICE OF YOUR SHARES IS THEIR NET 
                   ASSET VALUE WHICH WILL NORMALLY BE 
                   BUYING ADDITIONAL SHARES (CONTINUED)
- -------------------------------------------------------------------------------

 
                                        8
<PAGE>   12
   
The NAV is calculated twice each day on which the New York Stock Exchange is
open (the "Exchange") (i.e., at 12:00 noon and as of the close of regular
trading on the Exchange, generally at 4:00 P.M., New York time) on each day that
the Exchange is open.
    
   
Shares of the Fund are sold at the NAV computed after your investment request is
received in good order by John Hancock Funds, which will normally be constant at
$1.00 per share. There is no sales charge. If you buy shares of the Fund through
a Selling Broker, the Selling Broker must receive your investment before the
close of regular trading on the Exchange and transmit it to John Hancock Funds
before its close of business to receive that day's price.
    

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

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

    
   
                   TO ASSURE ACCEPTANCE OF YOUR REDEMPTION
                   REQUEST, PLEASE FOLLOW THESE PROCEDURES.
    
- -------------------------------------------------------------------------------
   
Once your shares are redeemed, the Fund generally sends you payment on the next
business day. Under unusual circumstances, the Fund may suspend redemptions or
postpone payment for up to seven days or longer, as permitted by Federal
securities laws.
    
- --------------------------------------------------------------------------------
   
<TABLE>
<S> <C>                  <C>                                                        
    BY CHECK             You may elect the checkwriting privilege which allows you
                         to write checks in amounts from a minimum of $100. Checks
                         may not be written against shares in your account which
                         have been purchased within the last 10 days, except for
                         shares purchased by wire transfer (which are immediately
                         available).
- ---------------------------------------------------------------------------------
    BY TELEPHONE         All Fund shareholders are automatically eligible for the
                         telephone redemption privilege. Call 1-800-225-5291, from
                         8:00 A.M. to 4:00 P.M. (New York time), Monday through
                         Friday, excluding days on which the Exchange is closed.
                         Investor Services employs the following procedures to
                         confirm that instructions received by telephone are
                         genuine. Your name, the account number, taxpayer
                         identification number applicable to the account and other
                         relevant information may be requested. In addition,
                         telephone instructions are recorded.
                         You may redeem up to $100,000 by telephone, but the address
                         on the account must not have changed for the last thirty
                         days. A check will be mailed to the exact name(s) shown on
                         the account.
                         If reasonable procedures, such as those described above,
                         are not followed, the Fund may be liable for any loss due
                         to unauthorized or fraudulent telephone instructions. In
                         all other cases, neither the Fund nor Investor Services
                         will be liable for any loss or expense for acting upon
                         telephone instructions made in accordance with the
                         telephone transaction procedures mentioned above.
                         Telephone redemption is not available for IRAs or other
                         tax-qualified retirement plans or shares of the Fund that
                         are in certificated form.
                         During periods of extreme economic conditions or market
                         changes, telephone requests may be difficult to implement
                         due to a large volume of calls. During these times, you
                         should consider placing redemption requests in writing or
                         use EASI-Line. EASI-Line's telephone number is
                         1-800-338-8080.
- ---------------------------------------------------------------------------------
</TABLE>
    
                                       9
<PAGE>   13
   
<TABLE>
<S> <C>                  <C>                                                        
- ---------------------------------------------------------------------------------
    BY WIRE              If you have a telephone redemption form on file with the
                         Fund, redemption proceeds of $1,000 or more can be wired on
                         the next business day to your designated bank account, and
                         a fee (currently $4.00) will be deducted. You may also use
                         electronic funds transfer to your assigned bank account,
                         and the funds are usually collectible after two business
                         days. Your bank may or may not charge a fee for this
                         service. Redemptions of less than $1,000 will be sent by
                         check or electronic funds transfer.
                         This feature may be elected by completing the "Telephone
                         Redemption" section on the Account Privileges Application
                         included with this Prospectus.
- ---------------------------------------------------------------------------------
    IN WRITING           Send a stock power or "letter of instruction" specifying
                         the name of the Fund, the dollar amount or the number of
                         shares to be redeemed, your name, your account number and
                         the additional requirements listed below that apply to your
                         particular account.
- ---------------------------------------------------------------------------------
    
   
- ---------------------------------------------------------------------------------
<CAPTION>
          TYPE OF REGISTRATION                          REQUIREMENTS
    ---------------------------------   --------------------------------------------
<S> <C>                                 <C>                                         
    Individual, Joint Tenants, Sole     A letter of instruction signed (with titles
      Proprietorship, Custodial         where applicable) by all persons authorized
      (Uniform Gifts or Transfer to     to sign for the account, exactly as it is
      Minors Act), General Partners     registered with the signature(s) guaran-
                                        teed.
    Corporation, Association            A letter of instruction and a corporate
                                        resolution, signed by person(s) authorized
                                        to act on the account with the signature(s)
                                        guaranteed.
    Trusts                              A letter of instruction signed by the
                                        trustee(s) with the signature(s) guaranteed.
                                        (If the trustee's name is not registered on
                                        your account, also provide a copy of the
                                        trust document, certified within the last 60
                                        days.)
    If you do not fall into any of these registration categories, please call
    1-800-225-5291 for further instructions.
    
   
- -------------------------------------------------------------------------------
                   WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------
    
   
    A signature guarantee is a widely accepted way to protect you and the Fund by
    verifying the signature on your request. It may not be provided by a notary
    public. If the net asset value of the shares redeemed is $100,000 or less, John
    Hancock Funds may guarantee the signature. The following institutions may
    provide you with a signature guarantee, provided that the institution meets
    credit standards established by Investor Services: (i) a bank; (ii) a securities
    broker or dealer, including a government or municipal securities broker or
    dealer, that is a member of a clearing corporation or meets certain net capital
    requirements; (iii) a credit union having authority to issue signature
    guarantees; (iv) a savings and loan association, a building and loan
    association, a cooperative bank, a federal savings bank or association; or (v) a
    national securities exchange, a registered securities exchange or a clearing
    agency.
</TABLE>
    

                                      10
<PAGE>   14
   
<TABLE>
- ---------------------------------------------------------------------------------
<S> <C>                                 <C>                                         
                   ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------
    
   
    THROUGH YOUR BROKER.  Your broker may be able to initiate the redemption.
    Contact your broker for instructions.
- ---------------------------------------------------------------------------------
    If you have certificates for your shares, you must submit them with your stock
    power or a letter of instructions. You may not redeem certificated shares by
    telephone.
    Due to the proportionately high cost of maintaining small accounts, the Fund
    reserves the right to redeem at net asset value all shares in an account which
    holds less than $500 (except accounts under retirement plans) and to mail the
    proceeds to the shareholder, or the transfer agent may impose an annual fee of
    $10.00. No account will be involuntarily redeemed or additional fee imposed, if
    the value of the account is in excess of the Fund's minimum initial investment
    or if the value of the account falls below the required minimum as a result of
    market action.
    Shareholders will be notified before these redemptions are to be made or this
    fee is imposed, and will have 30 days to purchase additional shares to bring
    their account balance up to the required minimum. Unless the number of shares
    acquired by further purchases and dividend reinvestments, if any, exceeds the
    number of shares redeemed, repeated redemptions from a smaller account may
    eventually trigger this policy.
- ---------------------------------------------------------------------------------
</TABLE>
    
ADDITIONAL SERVICES AND PROGRAMS
 
EXCHANGE PRIVILEGE
 
   
If your investment objective changes, or if you wish to achieve further
diversification, John Hancock offers other funds with a wide range of investment
goals. Contact your registered representative or Selling Broker and request a
prospectus for the John Hancock funds that interest you. Read the prospectus
carefully before exchanging your shares. You can exchange shares of the Fund for
shares of another John Hancock fund. For this purpose, John Hancock funds with
only one class of shares (except John Hancock Money Market Fund B) will be
treated as Class A, whether or not they have been so designated.
    
- -------------------------------------------------------------------------------
   
                   YOU MAY EXCHANGE SHARES OF THE FUND FOR
                   SHARES OF ANOTHER JOHN HANCOCK FUND.
    
- -------------------------------------------------------------------------------
   
Exchanges between funds which carry a front end sales charge will be subject to
the sales charge described in the other fund's Prospectus (generally, 4.5% or
5.0%). Shares of the Fund acquired by exchange of shares of another fund on
which a front end sales charge was previously paid are exchanged at net asset
value.
    
 
   
The Fund reserves the right to require you to keep previously exchanged shares
(and reinvested dividends) in the Fund for 90 days before you are permitted to
execute a new exchange. The Fund may also terminate or alter the terms of the
exchange privilege, upon 60 days' notice to shareholders.
    
 
   
When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.
    
 
   
Under exchange agreements with John Hancock Funds, certain dealers, brokers and
investment advisers may exchange their clients' Fund shares, subject to the
    


                                      11
<PAGE>   15
   
terms of those agreements and John Hancock Funds' right to reject or suspend
those exchanges at any time. Because of the restrictions and procedures under
those agreements, the exchanges may be subject to timing limitations and other
restrictions that do not apply to exchanges requested by shareholders directly,
as described above.
    
 
   
Because Fund performance and shareholders can be hurt by excessive trading, the
Fund reserves the right to terminate the exchange privilege for any person or
group that, in John Hancock Funds' judgment, is involved in a pattern of
exchanges that coincide with a "market timing" strategy that may disrupt the
Fund's ability to invest effectively according to its investment objective and
policies, or might otherwise affect the Fund and its shareholders adversely. The
Fund may also temporarily or permanently terminate the exchange privilege for
any person who makes seven or more exchanges out of the Fund per calendar year.
Accounts under common control or ownership will be aggregated for this purpose.
Although the Fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time.
    

BY TELEPHONE

   
1. When you complete the application for your initial purchase of Fund shares,
   you automatically authorize exchanges by telephone unless you check the box
   indicating that you do not wish to authorize telephone exchanges.
    
   
2. Call 1-800-225-5291. Have the account number of your current fund and the
   exact name in which it is registered available to give to the telephone
   representative.
    
   
3. Investor Services employs the following procedures to confirm that
   instructions received by telephone are genuine. Your name, the account
   number, taxpayer identification number applicable to the account and other
   relevant information may be requested. In addition, telephone instructions
   are recorded.
    
IN WRITING
 
   
1. In a letter, request an exchange and list the following:
 
   -- the name of the Fund whose shares you currently own
   -- your account number
   -- the name(s) in which the account is registered
   -- the name of the fund in which you wish your exchange to be invested
   -- the number of shares, all shares or dollar amount you wish to exchange
    
   Sign your request exactly as the account is registered.
   
2. Mail the request and information to:
 
  John Hancock Investor Services Corporation
  P.O. Box 9116
  Boston, Massachusetts 02205-9116
    
 
                                       12
<PAGE>   16
SYSTEMATIC WITHDRAWAL PLAN

   
1. You can elect the Systematic Withdrawal Plan at any time by completing the
   Account Privileges Application which is attached to this Prospectus. You can
   also obtain this application by calling your registered representative or by
   calling 1-800-225-5291.
    
   
2. To be eligible, you must have at least $5,000 in your account.
    
   
3. Payments from your account can be made monthly, quarterly, semi-annually or
   annually or on a selected monthly basis to yourself or any other designated
   payee.
    
- -------------------------------------------------------------------------------
   
                   YOU CAN PAY ROUTINE BILLS FROM YOUR
                   ACCOUNT, OR MAKE PERIODIC DISBURSEMENTS OF
                   FUNDS FROM YOUR RETIREMENT ACCOUNT TO
                   COMPLY WITH IRS REGULATIONS.
    
- -------------------------------------------------------------------------------
   
4. There is no limit on the number of payees you may authorize, but all payments
   must be made at the same time or intervals.
    
   
5. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
   your checks or if deposits to a bank account are returned for any reason.
    
MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)
   
1. You can authorize an investment to be automatically withdrawn each month from
   your bank for investment in Fund shares under the "Automatic Investing" and
   "Bank Information" sections of the Account Privileges Application.
    
- -------------------------------------------------------------------------------
                   YOU CAN MAKE AUTOMATIC INVESTMENTS AND
                   SIMPLIFY YOUR INVESTING.
- -------------------------------------------------------------------------------
   
2. You can also authorize automatic investment through payroll deduction by
   completing the "Direct Deposit Investing" section of the Account Privileges
   Application.
    
   
3. You can terminate your Monthly Automatic Accumulation Program plan at any
   time.
    
RETIREMENT PLANS
   
1. You may use the Fund as a funding medium for various types of qualified
   retirement plans, including Individual Retirement Accounts, Keough Plans
   (H.R. 10), Pension and Profit Sharing Plans (including 401(k) Plans), Tax
   Sheltered Annuity Retirement Plans (403(b) Plans) and 457 Plans.
    
   
2. The initial investment minimum or aggregate minimum for any of the above
   plans is $250. However, accounts being established as Group IRA, SEP, SARSEP,
   TSA, 401(k) and 457 Plans will be accepted without an initial minimum
   investment.
    
   
INVESTMENTS, TECHNIQUES AND RISK FACTORS
GOVERNMENT SECURITIES.  U.S. Government securities are issued or guaranteed as
to principal and interest by the U.S. Government or one of its agencies or
instrumentalities. Treasury bills, bonds and notes and certain obligations of
government agencies and instrumentalities, such as Government National Mortgage
Association pass-through certificates, are supported by the full faith and
credit of the U.S. Treasury (the "Treasury"). Other obligations such as
securities
    


                                      13
<PAGE>   17
   
of the Federal Home Loan Bank are supported by the right of the issuer to
borrow from the Treasury; while others, such as bonds issued by the Federal
National Mortgage Association, which is a private corporation, are supported
only by the credit of the issuing instrumentality. Obligations not backed by
the full faith  and credit of the U.S. Government may be secured, in whole or
in part, by a line of credit with the Treasury or collateral consisting of cash
or other securities which are backed by the full faith and credit of the U.S.
Government. In the case of other obligations, the agency issuing or
guaranteeing the obligation must be looked to for ultimate repayment. Variable
Amount Demand Master Notes are obligations that permit the investment by the
Fund of fluctuating amounts as determined by the Fund at varying rates of
interest pursuant to direct arrangements between the Fund and the issuing
government agency. Although callable on demand by the Fund, these obligations
are not marketable to third parties.
    
   
REPURCHASE AGREEMENTS.  Repurchase agreements collateralized by U.S. Government
securities may be entered into with selected member banks of the Federal Reserve
System or U.S. securities dealers. In a repurchase agreement, the Fund buys a
security subject to the right and obligation to sell it back to the issuer at
the same price plus accrued interest. These transactions must be fully
collateralized at all times. The Fund may reinvest any cash collateral in
short-term highly liquid debt securities. However, these transactions may
involve some credit risk to the Fund if the other party should default on its
obligation and the Fund is delayed in or prevented from recovering the
collateral. The Fund will not enter into repurchase agreements of more than one
week's duration if more than 10% of its net assets would then be so
invested -- considering only the remaining days to maturity of existing
repurchase agreements. In addition, the securities underlying repurchase
agreements are not subject to the restrictions applicable to maturity of the
portfolio or its securities.
    
   
MONEY MARKET INSTRUMENTS.  Because interest rates on money market instruments
fluctuate in response to economic factors, the rates on short-term investments
made by the Fund and the daily dividend paid to investors will vary, rising or
falling with short-term rates generally. All of these obligations in which the
Fund invests are guaranteed by the U.S. government or one of its agencies or
instrumentalities.
    
   
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. Short-term trading may have the effect of
increasing portfolio turnover and may increase net short-term capital gains,
distributions from which would be taxable to shareholders as ordinary income.
The Fund does not intend to invest for the purpose of seeking short-term
profits. The Fund's portfolio securities may be changed, however, without regard
to the holding period of these securities (subject to certain tax restrictions),
when the Adviser deems that this action will help achieve the Fund's objective
given a change in an issuer's operations or changes in general market
conditions. The Fund's portfolio turnover rate is set forth in the table under
the caption "Financial Highlights."
    
 
                                       14
<PAGE>   18
 
   
                                    (NOTES)
    
<PAGE>   19


                      JOHN HANCOCK U.S. GOVERNMENT CASH RESERVE

                         STATEMENT OF ADDITIONAL INFORMATION
                                    MAY 15, 1995

   
              This Statement of Additional Information ("SAI") provides
         information about John Hancock U.S. Government Cash Reserve (the
         "Fund"), a diversified series of John Hancock Current Interest
         (the "Trust"), in addition to the information that is contained in
         the Fund's Prospectus, dated May 15, 1995.  
    
   
              This SAI 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 Investor Services Corporation
                                P.O. Box 9116
                       Boston, Massachusetts 02205-5291
                                1-800-225-5291

   
                                                Statement of       Cross
                                                 Additional      Referenced
                                                Information     to Prospectus

           Table of Contents                        Page            Page    
           -----------------                        ----            ----
         Organization of the Trust.................   2............   5
         Investment Objective and Policies.........   2............   4
         Certain Investment Practices..............   2............   4
         Investment Restrictions...................   3............   4
         Those Responsible for Management..........   6............   5
         Investment Advisory and Other Services....  14............   5
         Distribution Contract.....................  18............   6
         Amortized Cost Method of Portfolio
              Valuation............................  20............   8
         Purchase of Shares........................  21............   7
         Special Redemptions.......................  21............   9
         Additional Services and Programs..........  21............  11
         Description of the Fund's Shares..........  22............   5
         Tax Status................................  24............   6
         Calculation of Performance................  25............   2
         Brokerage Allocation......................  27............   4
         Transfer Agent Services...................  29          Back Cover
         Custody of Portfolio......................  29          Back Cover  
         Independent Auditors......................  30          Back Cover   
         Financial Statements......................  30............   3
    


<PAGE>   20


         ORGANIZATION OF THE TRUST

   
              John Hancock Current Interest (the "Trust") is an open-end
         management investment company organized as a Massachusetts
         business trust under a Declaration of Trust dated October 3, 1991.
         The Trust currently has only one series designated as:  John
         Hancock U.S. Government Cash Reserves (the "Fund").  Prior to
         December 22, 1994, the Fund was called Transamerica U.S.
         Government Cash Reserves.
    
   
              The Fund is managed by John Hancock Advisers, Inc. (the
         "Adviser"), a 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.  John Hancock Funds, Inc. ("John Hancock Funds")
         acts as principal distributor of the shares of the Fund.
    

         INVESTMENT OBJECTIVE AND POLICIES

              See "Investment Objective and Policies" in the Prospectus.
         There can be no assurance that the Fund's investment objective
         will be realized.

              As discussed under "Investment Objective and Policies" and
         "Investments, Techniques and Risk Factors" in the Prospectus, the
         Fund may invest only in securities issued or guaranteed by the
         U.S. Government.  Such securities differ only in their interest
         rates, maturities and dates of issuance.  Treasury bills have a
         maturity of one year or less.  Treasury notes have maturities of
         1-10 years and Treasury bonds have maturities of greater than 10
         years at the date of issuance.  Investments in Treasury bonds or
         treasury notes will be limited to those having remaining
         maturities of less than 13 months.


         CERTAIN INVESTMENT PRACTICES

   
              GOVERNMENT SECURITIES.  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").
    


                                        -2-
<PAGE>   21





         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.

   
              REPURCHASE AGREEMENTS.  The Fund may enter into repurchase
         agreements collateralized by U.S. Government securities.  A
         repurchase agreement is a contract under which the Fund would
         acquire a security for a relatively short period (generally not
         more than 7 days) subject to the obligation of the seller to
         repurchase and the Fund to resell such security at a fixed time
         and price (representing the Fund's cost plus interest).  The Fund
         will enter into repurchase agreements only with member banks of
         the Federal Reserve System and with securities dealers.  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
         and lack of access to income during this period, and the expense
         of enforcing its rights.
    

         INVESTMENT RESTRICTIONS

              The Fund has adopted certain fundamental investment
         restrictions upon its investments as set forth below which may 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: (a) more than 50% of the outstanding shares of the Fund or
         (b) 67% or more of the shares represented at a meeting where more
         than 50% of the outstanding shares of the Fund are represented,
         whichever is less.  Under these restrictions, the Fund may not:

              1.   Purchase common stocks, preferred stocks, warrants,
                   other equity securities, private placements, corporate
                   bonds or debentures maturing beyond one year from the
                   date of purchase, state bonds, or industrial revenue
                   bonds, except through the purchase of debt obligations
                   referred to under "Investment Objective and Policies" in
                   the Prospectus.



                                        -3-
<PAGE>   22





              2.   Sell securities short;

              3.   Write or purchase put or call options;

              4.   Underwrite the securities of another issuer, purchase
                   securities subject to restrictions on disposition under
                   the Securities Act of 1933 (so-called "restricted
                   securities") or purchase securities which are not
                   readily marketable;

              5.   Purchase or sell real estate, real estate investment
                   trust securities, commodities, or oil and gas interests;

              6.   Make loans to other persons, except the Fund may enter
                   into repurchase agreements as provided in the investment
                   practices.  The purchase of an issue of publicly
                   distributed bonds, debentures or other securities,
                   whether or not the purchase was made upon the original
                   issuance of securities, is not considered to be the
                   making of a loan;

              7.   Purchase any securities which would cause more than 25%
                   of the value of the Fund's total assets at the time of
                   such purchase to be invested in the securities of one or
                   more issuers conducting their principal business
                   activities in the same industry, provided that this
                   limitation does not apply to investments in bank
                   obligations of domestic branches of U.S. banks including
                   deposits with and obligation of savings institutions,
                   obligations of foreign branches of domestic banks when
                   the Adviser believes that the domestic parent will be
                   ultimately responsible for payment if the issuing bank
                   should fail to do so, U.S. Treasury Bills or other
                   obligations issued or guaranteed by the U.S. Government,
                   or one of its agencies or instrumentalities;

              8.   Invest in companies for the purpose of exercising
                   control;

              9.   Invest in securities of other investment companies,
                   except pursuant to a merger, consolidation or
                   acquisition of assets; 

              10.  Invest more than 5% of the value of the Fund's assets in
                   the securities of any one issuer (other than securities
                   issued or guaranteed as to principal and interest by the
                   U.S. Government, or one of its agencies or
                   instrumentalities).




                                        -4-
<PAGE>   23





              11.  Borrow money except from banks for temporary or
                   emergency purposes (but not to purchase investment
                   securities) in an amount up to 1/3 of the value of the
                   Fund's total assets.  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; or

              12.  Pledge its assets except in amounts not in excess of the
                   lesser of the dollar amount borrowed or 15% of the value
                   of the Fund's total assets at the time of borrowing and
                   only to secure borrowings for temporary or emergency
                   purposes.

              In order to comply with certain state regulatory policies,
         the Fund will not, as a matter of non-fundamental policy, pledge,
         mortgage or hypothecate its assets in amounts that would exceed
         10% of its net assets at market value.  The Fund's Board of
         Trustees has approved the following non-fundamental investment
         policy pursuant to an order of the SEC:  Notwithstanding any
         investment restriction to the contrary, 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 provided that, as a result, (i) no more than 10% of
         the Fund's assets would be invested in securities of all other
         investment companies, (ii) such purchase would not result in more
         than 3% of the total outstanding voting securities of any one such
         investment company being held by the Fund and (iii) no more than
         5% of the Fund's assets would be invested in any one such
         investment company.





















                                        -5-
<PAGE>   24

         THOSE RESPONSIBLE FOR MANAGEMENT
   
              The business of the Fund is managed by its 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 Fund are also officers and
         directors of the Adviser or officers and directors of John Hancock
         Funds.  
    
   
<TABLE>
              Set forth below is the principal occupation or employment of
         the Trustees and principal officers of the Fund during the past
         five years.  
    
   
<CAPTION>
                                Positions Held          Principal Occupation(s)
     Name and Address          With the Company         During the Past Years
     ----------------          ----------------         ---------------------
     <S>                       <C>                      <C>
     EDWARD J. BOUDREAU, JR.*  Trustee, Chairman and    Chairman and Chief Executive
     101 Huntington Ave.       Chief Executive          Officer, the Adviser and The
     Boston, MA  02199         Officer (1)(2)           Berkeley Financial Group ("The
                                                        Berkeley Group"); Chairman, NM
                                                        Capital Management, Inc. ("NM
                                                        Capital"); John Hancock Advisers
                                                        International Limited ("Advisers
                                                        International"); John Hancock
                                                        Funds, Inc.; John Hancock
                                                        Investor Services Corporation
                                                        ("Investor Services"); and
                                                        Sovereign Asset Management
                                                        Corporation ("SAMCorp");
                                                        (hereinafter the Adviser, the
                                                        Berkeley Group, NM Capital,
                                                        Advisers International, John
                                                        Hancock Funds, Inc., Investor
                                                        Services and SAMCorp are
                                                        collectively referred to as the
                                                        "Affiliated Companies");
                                                        Chairman, First Signature Bank &
                                                        Trust; Director, John Hancock
                                                        Freedom Securities Corporation,
<FN>
         __________________________

         *    An "interested person" of the Trust as such term is defined in the 1940
              Act.
         (1)  Member of the Executive Committee.  Under the Trust's Declaration of
              Trust, the Executive Committee may generally exercise most of the powers
              of the Board of Directors.
         (2)  A member of the Investment Committee of the Adviser.
         (3)  Member of the Audit Committee and the Committee on Administration.
         (4)  A Member of the Audit, Administration and Compensation Committees.
    
</TABLE>

                                         -6-
<PAGE>   25
<TABLE>
<CAPTION>
                                Positions Held          Principal Occupation(s)
     Name and Address          With the Company         During the Past Years
     ----------------          ----------------         ---------------------
     <S>                       <C>                      <C>
                                                        John Hancock Capital Corporation,
                                                        New England/Canada Business
                                                        Council; Member, Investment
                                                        Company Institute Board of
                                                        Governors; Trustee, Museum of
                                                        Science; President, the Adviser
                                                        (until July 1992); Trustee or
                                                        Director of other investment
                                                        companies managed by the Adviser;
                                                        and Chairman, John Hancock
                                                        Distributors, Inc. (until April,
                                                        1994).
   
     JAMES F. CARLIN           Trustee                  Chairman and CEO, Carlin
     233 West Central Street                            Consolidated, Inc. (insurance);
     Natick, MA  01760                                  Director, Arbella Mutual
                                                        Insurance Company (insurance),
                                                        Consolidated Group Trust (group
                                                        health plan), Carlin Insurance
                                                        Agency, Inc. and West Insurance
                                                        Agency, Inc.; Receiver, the City
                                                        of Chelsea (until August 1992);
                                                        and Trustee or Director of other
                                                        investment companies managed by
                                                        the Adviser.
    
   
     WILLIAM H. CUNNINGHAM     Trustee                  Chancellor, University of Texas 
     601 Colorado Street                                System and former President of 
     O'Henry Hall                                       the University of Texas, Austin, 
     Austin, TX  78701                                  Texas; Regents Chair in Higher  
                                                        Education Leadership; James L.  
                                                        Bayless Chair for Free  
                                                        Enterprise; Professor of        
                                                        Marketing and Dean College of   
                                                        Business Administration/Graduate        
                                                        School of Business (1983-1985); 
                                                        Centennial Chair in Business    
                                                        Education Leadership, 1983-1985; 
                                                        Director, LaQuinta Motor Inns, 
    
<FN>
         __________________________

         *    An "interested person" of the Trust as such term is defined in the 1940
              Act.
         (1)  Member of the Executive Committee.  Under the Trust's Declaration of
              Trust, the Executive Committee may generally exercise most of the powers
              of the Board of Directors.
         (2)  A member of the Investment Committee of the Adviser.
         (3)  Member of the Audit Committee and the Committee on Administration.
         (4)  A Member of the Audit, Administration and Compensation Committees.
</TABLE>

                                         -7-
<PAGE>   26
<TABLE>
<CAPTION>
                                Positions Held          Principal Occupation(s)
     Name and Address          With the Company         During the Past Years
     ----------------          ----------------         ---------------------
     <S>                       <C>                      <C>
                                                        Inc. (hotel management company);
                                                        Director, Jefferson-Pilot
                                                        Corporation (diversified life
                                                        insurance company); Director,
                                                        Freeport-McMoran Inc. (oil and
                                                        gas company); Director, Barton
                                                        Creek Properties, Inc.
                                                        (1988-1990) (real estate
                                                        development) and LBJ Foundation
                                                        Board (education foundation); and
                                                        Advisory Director, Texas Commerce
                                                        Bank - Austin.
   
     CHARLES L. LADNER         Trustee (3)              Director, Energy North, Inc.
     UGI Corporation                                    (public utility holding company);
     460 North Gulph Road                               Senior Vice President, Finance
     King of Prussia, PA                                UGI Corp (public utility holding
       19406                                            company) (until 1992); and
                                                        Trustee or Director of other
                                                        investment companies managed by
                                                        the Adviser.
    
     LEO E. LINBECK, JR.       Trustee                  Chairman, President, Chief
     3810 W. Alabama                                    Executive Officer and Director,
     Houston, TX  77027                                 Linbeck Corporation (a holding
                                                        company engaged in various phases
                                                        of the construction industry and
                                                        warehousing interests); Director
                                                        and Chairman, Federal Reserve
                                                        Bank of Dallas; Chairman of the
                                                        Board and Chief Executive
                                                        Officer, Linbeck Construction
                                                        Corporation; Director, Panhandle
                                                        Eastern Corporation (a
                                                        diversified energy company);
                                                        Director, Daniel Industries, Inc.
                                                        (manufacturer of gas measuring
                                                        products and energy related
                                                        equipment); Director, GeoQuest
<FN>
         __________________________

         *    An "interested person" of the Trust as such term is defined in the 1940
              Act.
         (1)  Member of the Executive Committee.  Under the Trust's Declaration of
              Trust, the Executive Committee may generally exercise most of the powers
              of the Board of Directors.
         (2)  A member of the Investment Committee of the Adviser.
         (3)  Member of the Audit Committee and the Committee on Administration.
         (4)  A Member of the Audit, Administration and Compensation Committees.
</TABLE>

                                         -8-
<PAGE>   27
<TABLE>
<CAPTION>
                                Positions Held          Principal Occupation(s)
     Name and Address          With the Company         During the Past Years
     ----------------          ----------------         ---------------------
     <S>                       <C>                      <C>
                                                        International, Inc. (a
                                                        geophysical consulting firm); and
                                                        Director, Greater Houston
                                                        Partnership.
   
     PATRICIA P. MCCARTER      Trustee (3)              Director and Secretary, the
     Swedesford Road                                    McCarter Corp. (machine
     RD #2, Box 121                                     manufacturer); and Trustee or
     Malvern, PA 19355                                  Director of other investment
                                                        companies managed by the Adviser.
    
   
     STEVEN R. PRUCHANSKY      Trustee (1,3)            Director and Treasurer, Mast
     360 Horse Creek Dr.                                Holdings, Inc.; Director, First
     #208                                               Signature Bank & Trust Company
     Naples, FL 33942                                   (until August 1991); General
                                                        Partner, Mast Realty Trust;
                                                        President, Maxwell Building Corp.
                                                        (until 1991); and Trustee or
                                                        Director of other investment
                                                        companies managed by the Adviser.
    
   
     NORMAN H. SMITH           Trustee (3)              Lieutenant General, USMC, Deputy
     Rt. 1, Box 249E                                    Chief of Staff for Manpower and
     Linden, VA  22642                                  Reserve Affairs, Headquarters
                                                        Marine Corps; Commanding General
                                                        III Marine Expeditionary Force/
                                                        3rd Marine Division (retired
                                                        1991); and Trustee or Director of
                                                        other investment companies
                                                        managed by the Adviser.

    
   
    
     JOHN P. TOOLAN           Trustee (3)               Director, The Smith Barney Muni
     13 Chadwell Place                                  Bond Funds, The Smith Barney Tax-
     Morristown, NJ 07960                               Free Money Fund, Inc., Vantage
                                                        Money Market Funds (mutual
                                                        funds), The Inefficient-Market
                                                        Fund, Inc. (closed-end investment
                                                        company) and Smith Barney Trust
[/R]                                                    Company of Florida; Chairman,
<FN>
         __________________________

         *    An "interested person" of the Trust as such term is defined in the 1940
              Act.
         (1)  Member of the Executive Committee.  Under the Trust's Declaration of
              Trust, the Executive Committee may generally exercise most of the powers
              of the Board of Directors.
         (2)  A member of the Investment Committee of the Adviser.
         (3)  Member of the Audit Committee and the Committee on Administration.
         (4)  A Member of the Audit, Administration and Compensation Committees.
</TABLE>

                                         -9-
<PAGE>   28
<TABLE>
<CAPTION>
                                Positions Held          Principal Occupation(s)
     Name and Address          With the Company         During the Past Years
     ----------------          ----------------         ---------------------
     <S>                       <C>                      <C>
                                                        Smith Barney Trust Company
                                                        (retired December, 1991);
                                                        Director, Smith Barney, Inc.,
                                                        Mutual Management Company and
                                                        Smith, Barney Advisers, Inc.
                                                        (investment advisers) (retired
                                                        1991); and Senior Executive Vice
                                                        President, Director and member of
                                                        the Executive Committee, Smith
                                                        Barney, Harris Upham & Co.,
                                                        Incorporated (investment bankers)
                                                        (until 1991); and Trustee or
                                                        Director of other investment
                                                        companies managed by the Adviser.
   
     ROBERT G. FREEDMAN*       Vice Chairman and        President and Chief Investment
     101 Huntington Ave.       Chief Investment         Officer, the Adviser.
     Boston, MA  02199         Officer (2)
    
   
     ANNE C. HODSDON*          President (2)            Executive Vice President, the
     101 Huntington Ave.                                Adviser.
     Boston, MA  02199
    
   
     JAMES B. LITTLE*          Senior Vice President    Senior Vice President, the
     101 Huntington Ave.       and Chief Financial      Adviser
     Boston, MA  02199         Officer
    
   
     THOMAS H. DROHAN*         Senior Vice President    Senior Vice President and
     101 Huntington Ave.       and Secretary            Secretary, the Adviser.
     Boston, MA  02199
    
   
     MICHAEL P. DICARLO*       Senior Vice President    Senior Vice President, the
     101 Huntington Ave.       (2)                      Adviser
     Boston, MA  02199
    
   
     EDGAR LARSEN*             Senior Vice President    Senior Vice President, the
                                                        Adviser
    
<FN>
     __________________________
     
     *    An "interested person" of the Trust as such term is defined in the 1940
          Act.
     (1)  Member of the Executive Committee.  Under the Trust's Declaration of
          Trust, the Executive Committee may generally exercise most of the powers
          of the Board of Directors.
     (2)  A member of the Investment Committee of the Adviser.
     (3)  Member of the Audit Committee and the Committee on Administration.
     (4)  A Member of the Audit, Administration and Compensation Committees.

</TABLE>
     
                                        -10-
<PAGE>   29
<TABLE>
<CAPTION>
                                Positions Held          Principal Occupation(s)
     Name and Address          With the Company         During the Past Years
     ----------------          ----------------         ---------------------
     <S>                       <C>                      <C>    
   
     B.J. WILLINGHAM*          Senior Vice President    Senior Vice President, the
                                                        Adviser.  Formerly, Director and
                                                        Chief Investment Officer of
                                                        Transamerica Fund Management
                                                        Company.
    
   
     JAMES J. STOKOWSKI*       Vice President and       Vice President, the Adviser.
     101 Huntington Ave.       Treasurer.
     Boston, MA  02199
    
   
     SUSAN S. NEWTON*          Vice President and       Vice President and Assistant
     101 Huntington Ave.       Compliance Officer       Secretary, the Adviser.
     Boston, MA  02199
    
   
     JOHN A. MORIN*            Vice President           Vice President, the Adviser. 
     101 Huntington Ave. 
     Boston, MA  02199 
     

   
                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 Directors and/or Trustees of one or more of the
         other funds for which the Adviser serves as investment adviser.
    
   
                As of May 8, 1995, there were 29,562,000 shares of the Fund 
         outstanding and officers and Trustees of the Fund as a group beneficially 
         owned less than 1% of these outstanding shares.  At such date, Thomas R. 
         Powers and Pat G. Powers JTWROS, Houston, Texas held of record 3,104,460 
         shares representing approximately 11% of the shares outstanding and Texas 
         Commerce Bank, Houston, Texas held of record 12,304,689 shares representing 
         approximately 42% of the outstanding shares.  Such ownership
    
<FN>         __________________________

         *    An "interested person" of the Trust as such term is defined in 
              the 1940 Act.
         (1)  Member of the Executive Committee.  Under the Trust's Declaration
              of Trust, the Executive Committee may generally exercise most of 
              the powers of the Board of Directors.
         (2)  A member of the Investment Committee of the Adviser.
         (3)  Member of the Audit Committee and the Committee on Administration.
         (4)  A Member of the Audit, Administration and Compensation Committees.

</TABLE>

                                        -11-
<PAGE>   30


         represents an interest of more than 25% of the outstanding shares
         of the Fund resulting in the presumption of "control" as defined
         under the 1940 Act and has the likely result that such shareholder
         can materially affect a positive or negative vote on any matters
         which require the vote of all shareholders of the Fund.  At such
         date, no other person owned of record or beneficially as much as
         5% of the outstanding shares of the Fund.
   
              As of December 22, 1994, the Trustees have established an
         Advisory Board which acts to facilitate a smooth transition of
         management over a two-year period (between Transamerica Fund
         Management Company ("TFMC"), the prior investment adviser, and the
         Adviser).  The members of the Advisory Board are distinct from the
         Board of Trustees, do not serve the Fund in any other capacity and
         are persons who have no power to determine what securities are
         purchased or sold on behalf of the Fund.  Each member of the
         Advisory Board may be contacted at 101 Huntington Avenue, Boston,
         Massachusetts 02199.  
    
   
              Members of the Advisory Board and their respective principal
         occupations during the past five years are as follows:
    
         R. Trent Campbell, President, FMS, Inc. (financial and management
              services); former Chairman of the Board, Mosher Steel
              Company.
   
         Mrs. Lloyd Bentsen, Formerly National Democratic Committeewoman
              from Texas; co-founder, Houston Parents' League; former board
              member of various civic and cultural organizations in
              Houston, including the Houston Symphony, Museum of Fine Arts
              and YWCA.  Mrs. Bentsen is presently active in various civic
              and cultural activities in the Washington, D.C. area,
              including membership on the Area Board for The March of Dimes
              and is a National Trustee for the Botanic Gardens of
              Washington, D.C. 
    
   
         Thomas R. Powers, Formerly Chairman of the Board, President and
              Chief Executive Officer, TFMC; Director, West Central
              Advisory Board, Texas Commerce Bank; Trustee, Memorial
              Hospital System; Chairman of the Board of Regents of Baylor
              University; Member, Board of Governors, National Association
              of Securities Dealers, Inc.; Formerly, Chairman, Investment
              Company Institute; formerly, President, Houston Chapter of
              Financial Executive Institute.
    
   
         Thomas B. McDade, Chairman and Director, TransTexas Gas Company;
              Director, Houston Industries and Houston Lighting and Power
              Company; Director, TransAmerican Companies (natural gas
              producer and transportation); Member, Board of Managers,
              Harris County Hospital District; Advisory Director,
    

                                       -12-
<PAGE>   31

              Commercial State Bank, El Campo; Advisory Director, First
              National Bank of Bryan; Advisory Director, Sterling
              Bancshares; Former Director and Vice Chairman, Texas Commerce
              Bancshares; and Vice Chairman, Texas Commerce Bank.
   
<TABLE>
              COMPENSATION OF THE BOARD OF 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.  Mr. Boudreau, a
         non-Independent Trustee, and each of the officers of the Funds who
         are interested persons of the Adviser, are compensated by the
         Adviser and received no compensation from the Funds for their
         services.
    
   
<CAPTION>
                                                 Pension or    Total Compensation
                                                 Retirement     from all Funds in
                                Aggregate     Benefits Accrued    John Hancock
                              Compensation     as Part of the    Fund Complex to
       Trustees               from the Fund    Fund's Expenses      Trustees**   
       --------               -------------   ---------------- ------------------
       <S>                       <C>                 <C>            <C>
       James F. Carlin           $     0             $0             $60,450
       William H. Cunningham      3,800*              0                   0
       Charles L. Ladner               0              0              60,450
       Leo E. Linbeck, Jr.        5,200*              0                   0
       Patricia P. McCarter            0              0              60,200
       Steven R. Pruchansky            0              0              62,450
       Norman H. Smith                 0              0              62,450
       John P. Toolan                  0              0              60,450
<FN>

    
   
       *    Compensation made pursuant to different compensation
            arrangements then in effectfor the fiscal year ended May 31,
            1994..
    
   
       **   The total compensation paid by the John Hancock Fund Complex to
            the Independent Trustees is $366,450 as of the calendar year
            ended December 31, 1994.  All Trustees/Directors, except
            Messrs. Cunningham and Linbeck, are Trustees/Directors of 39
            funds in The John Hancock Fund Complex.  Messrs. Cunningham and
            Linbeck are Trustee/Directors of 21 funds.(The Fund was not
            part of the John Hancock Fund Complex until December 22, 1994
            and Messrs. Cunningham and Linbeck were not trustees or
            directors of any funds in the John Hancock Fund Complex prior
            to December 22, 1994.)
    
</TABLE>

                                       -13-
<PAGE>   32
<TABLE>
<CAPTION>
   
                                                 Pension or    Total Compensation
                                                 Retirement     from all Funds in
                                Aggregate     Benefits Accrued    John Hancock
                              Compensation     as Part of the    Fund Complex to
       Advisory Board***      from the Fund    Fund's Expenses  Advisory Board***
       --------               -------------   ---------------- ------------------
       <S>                      <C>                  <C>            <C>
       R. Trent Campbell        $ 2,765              $0             $47,000
       Mrs. Lloyd Bentsen         2,765               0              47,000
       Thomas R. Powers           2,765               0              47,000
       Thomas B. McDade           2,765               0              47,000

       TOTAL                    $11,060              $0            $188,000
    
<FN>
   
       ***  Estimated for the Fund's current fiscal year ending May 31, 1995.
    
</TABLE>

         INVESTMENT ADVISORY AND OTHER SERVICES
   
              As described in the Prospectus, the Fund receives its
         investment advice from the Adviser.  Investors should refer to the
         Prospectus for a description of certain information concerning the
         investment management contract.  Each of the Trustees and
         principal officers affiliated with the Fund who is also an
         affiliated person of the Adviser is named above, together with the
         capacity in which such person is affiliated with the Fund, the
         Adviser or TFMC (the Fund's prior investment adviser).
    
   
              The Adviser, located at 101 Huntington Avenue, Boston,
         Massachusetts 02199-7603, was organized in 1968 and currently has
         more than $13 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 1,060,000 shareholders.  The
         Adviser is a wholly-owned subsidiary of The Berkeley Financial
         Group, which is in turn a wholly-owned subsidiary of John Hancock
         Subsidiaries, Inc., which is in turn a wholly-owned subsidiary of
         the Life Company, one of the most recognized and respected
         financial institutions in the nation.  With total assets under
         management of $80 billion, the Life Company is one of the ten
         largest life insurance companies in the United States and carries
         Standard & Poor's and A.M. Best's highest ratings.  Founded in
         1862, the Life Company has been serving clients for over 130
         years.
    
   
              As described in the Prospectus under the caption
         "Organization and Management of the Fund," the Fund has entered
         into an investment management contract with the Adviser.  Under
    
                                       -14-
<PAGE>   33

         the investment management contract, the Adviser provides the Fund
         with (i) a continuous investment program, consistent with the
         Fund's stated investment objective and policies, (ii) supervision
         of all aspects of the Fund's operations except those that are
         delegated to a custodian, transfer agent or other agent and
         (iii) such executive, administrative and clerical personnel,
         officers and equipment as are necessary for the conduct of its
         business.  The Adviser is responsible for the day-to-day
         management of the Fund's portfolio assets.
   
              No person other than the Adviser and its directors and
         employees regularly furnishes advice to the Fund with respect to
         the desirability of the Fund investing in, purchasing or selling
         securities.  The Adviser may from time to time receive statistical
         or other similar factual information, and information regarding
         general economic factors and trends, from the Life Company and its
         affiliates.
    
   
              Under the terms of the investment management contract with
         the Fund, the Adviser provides the Fund with office space,
         equipment and supplies and other facilities and personnel required
         for the business of the Fund.  The Adviser pays the compensation
         of all officers and employees of the Fund and pays the expenses of
         clerical services relating to the administration of the Fund.  All
         expenses which are not specifically paid by the Adviser and which
         are incurred in the operation of the Fund including, but not
         limited to, (i) the fees of the Trustees of the Fund who are not
         "interested persons," as such term is defined in the 1940 Act (the
         "Independent Trustees"), (ii) the fees of the members of the
         Fund's Advisory Board (described above) and (iii) the continuous
         public offering of the shares of the Fund are borne by the Fund.
         Subject to the conditions set forth in a private letter ruling
         that the Fund has received from the Internal Revenue Service
         relating to its multiple-class structure, class  expenses properly
         allocable to any Class A or Class B shares will be borne
         exclusively by such class of shares.
    
   
<TABLE>
              As provided by the investment management contract, the Fund
         pays the Adviser an investment management fee, which is accrued
         daily and paid monthly in arrears, equal on an annual basis to a
         percentage of the Fund's average daily net asset value as follows:  
    
<CAPTION>
                                                                Fee
         Average Daily Net Assets of the Fund              (annual rate)
         ------------------------------------              -------------
              <S>                                              <C>
              First $500 million.............................. 0.500%
              Next $250 million............................... 0.425%
              Next $250 million............................... 0.375%
              Next $500 million............................... 0.350%
              Next $500 million............................... 0.325%
              Next $500 million............................... 0.300%
              Amount Over $2.5 billion........................ 0.275%
</TABLE>

                                       -15-
<PAGE>   34

   
              The Adviser may voluntarily and temporarily reduce its
         advisory 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 the advisory 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.
    
   
              In the event normal operating expenses of the Fund, exclusive
         of certain expenses prescribed by state law, are in excess of any
         state limit where the Fund is registered to sell shares of
         beneficial interest, the fee payable to the Adviser will be
         reduced to the extent of such excess and the Adviser will make any
         additional arrangements necessary to eliminate any remaining
         excess expenses.  Currently, the most restrictive limit applicable
         to the Fund is 2.5% of the first $30,000,000 of the Fund's average
         daily net asset value, 2% of the next $70,000,000 and 1.5% of the
         remaining average daily net asset value.  
    
   
              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 the 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 applicable contract.
    
   
              The investment management contract initially expires on
         December 22, 1996 and will continue in effect from year to year
         thereafter if approved annually by a vote of a majority of the
         Independent Trustees of the Fund, cast in person at a meeting
         called for the purpose of voting on such approval, and by either a
         majority of the Trustees or the holders of a majority of the
         Fund's outstanding voting securities.  The management contract
         may, on 60 days' written notice, be terminated at any time without
         the payment of any penalty to the Fund by vote of a majority of
         the outstanding voting securities of the Fund, by the Trustees or
         by the Adviser.  The management contract terminates automatically
         in the event of its assignment.  
    
   
              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
    

                                       -16-
<PAGE>   35


         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 respective affiliates may increase the demand
         for securities being purchased or the supply of securities being
         sold, there may be an adverse effect on price.
   
              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.  
    
   
              For the fiscal years ended May 31, 1992, 1993 and 1994
         advisory fees payable by the Fund to TFMC, the Fund's former
         investment adviser, amounted to $736,304, $626,241 and $690,268,
         respectively; however, a portion of such fees were not imposed
         pursuant to the voluntary fee and expense limitation arrangements
         then in effect (see "The Fund's Expenses" in the Prospectus).  
    
   
              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 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, such 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 current fiscal year.  
    
              For the fiscal years ended May 31, 1992, 1993 and 1994, the
         Fund paid to TFMC (pursuant to the Services Agreement) $58,810,
         $53,577 and $48,703, respectively, of which $45,549, $39,721 and



                                       -17-
<PAGE>   36

         $35,000, respectively, was paid to TFMC and $13,261, $13,856 and
         $13,703, respectively, were paid for certain data processing and
         pricing information services.


         DISTRIBUTION CONTRACT
   
              DISTRIBUTION CONTRACT.   As discussed in the Prospectus, the
         Fund's shares are sold on a continuous basis at the public
         offering price.  John Hancock Funds, a wholly-owned subsidiary of
         the Adviser, has the exclusive right, pursuant to the Distribution
         Contract dated December 22, 1994 (the "Distribution Contract"), to
         purchase shares from the Fund at net asset value for resale to the
         public or to broker-dealers at the public offering price.  Upon
         notice to all broker-dealers ("Selling Brokers") with whom it has
         sales agreements, John Hancock Funds may allow such Selling
         Brokers up to the full applicable sales charge during periods
         specified in such notice.  During these periods, such Selling
         Brokers may be deemed to be underwriters as that term is defined
         in the Securities Act of 1933.
    
   
              The Distribution Contract was initially adopted by the
         affirmative vote of the Fund's Board of Trustees including the
         vote a majority of Independent Trustees, cast in person at a
         meeting called for such purpose.  The Distribution Contract shall
         continue in effect until December 22, 1996 and from year to year
         thereafter if approved by either the vote of the Fund's
         shareholders or the Board of Trustees including the vote of a
         majority of Independent Trustees, cast in person at a meeting
         called for such purpose.  The Distribution Contract may be
         terminated at any time, without penalty, by either party upon
         sixty (60) days' written notice or by a vote of a majority of the
         outstanding voting securities of the Fund and terminates
         automatically in the case of an assignment by John Hancock Funds.
    
   
              DISTRIBUTION PLAN.  The Board of Trustees, including the
         Independent Trustees of the Fund, approved a new distribution plan
         pursuant to Rule 12b-1 under the 1940 Act for shares of the Fund
         (the "Plan").  The Plan was approved by a majority of the
         outstanding shares of the Fund on December 16, 1994 and became
         effective on December 22, 1994.  
    
   
              Under the Plan, the distribution or service fee will not
         exceed an annual rate of 0.15% of the average daily net asset
         value of the Fund (determined in accordance with the Fund's
         Prospectus as from time to time in effect).  Any expenses under
         the Plan not reimbursed within 12 months of being presented to the
         Fund for repayment are forfeited and not carried over to future
    



                                       -18-
<PAGE>   37


         years.  The Fund incurred no expenses under the Plan for the
         fiscal year ended May 31, 1994.  Since December 22, 1994, payment
         under the Plan has been made to John Hancock Funds.
   
              Under the Plan, expenditures shall be calculated and accrued
         daily and paid monthly or at such other intervals as the Trustees
         shall determine.  The fee may be spent by John Hancock Funds on
         Distribution Expenses or Service Expenses.  "Distribution
         Expenses" include any activities or expenses primarily intended to
         result in the sale of shares of the Fund, including, but not
         limited to:  (i) initial and ongoing sales compensation payable
         out of such fee as such compensation is received by John Hancock
         Funds or by Selling Brokers, (ii) direct out-of-pocket expenses
         incurred in connection with the distribution of shares, including
         expenses related to printing of prospectuses and reports;
         (iii) preparation, printing and distribution of sales literature
         and advertising material; (iv) an allocation of overhead and other
         branch office expenses of John Hancock Funds related to the
         distribution of Fund Shares (v) distribution expenses that were
         incurred by the Fund's former distributor and not recovered
         through payments under the former plan; and (vi) in the event that
         any other investment company (the "Acquired Fund") sells all or
         substantially all of its assets to, merges with or otherwise
         engages in a combination with the Fund, distribution expenses
         originally incurred in connection with the distribution of the
         Acquired Fund's shares.  Service Expenses under the Plan include
         payments made to, or on account of, account executives of selected
         broker-dealers (including affiliates of John Hancock Funds) and
         others who furnish personal and shareholder account maintenance
         services to shareholders of the Fund.
    
   
              The Plan provides that it will continue in effect only as
         long as its continuance is approved at least annually by a
         majority of both the Trustees and the Independent Trustees.  The
         Plan provides that it 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
         securities or (b) by John Hancock Funds on 60 days' notice in
         writing to the Fund.  The Plan further provides that it 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 Fund.  The Plan provides that no
         material amendment to the Plan will, in any event, be effective
         unless it is approved by a majority vote of the Trustees and the
         Independent Trustees of the Fund.  In adopting the Plans, the
         Board of Trustees has determined that, in their judgment, there is
         a reasonable likelihood that the Plan will benefit the holders of
         the shares of the Fund.
    

                                       -19-

<PAGE>   38


              Information regarding the services rendered under the Plan
         and the Distribution Contract and the amounts paid therefor by the
         Fund is provided to, and reviewed by, the Board of Trustees on a
         quarterly basis.  In its quarterly review, the Board of Trustees
         considers the continued appropriateness of the Plan and the
         Distribution Contract and the level of compensation provided
         therein.
   
              When the Fund seeks an Independent Trustee to fill a vacancy
         or as a nominee for election by shareholders, the selection or
         nomination of the Independent Trustee is, under resolutions
         adopted by the Trustees contemporaneously with their adoption of
         the Plans, committed to the discretion of the Committee on
         Administration of the Trustees.  The members of the Committee on
         Administration are all Independent Trustees and identified in this
         Statement of Additional Information under the heading "Those
         Responsible for Management."
    

         AMORTIZED COST METHOD OF PORTFOLIO VALUATION
   
              The Fund utilizes the amortized cost valuation method of
         valuing portfolio instruments in the absence of extraordinary or
         unusual circumstances.  Under the amortized cost method, assets
         are valued by constantly amortizing over the remaining life of an
         instrument the difference between the principal amount due at
         maturity and the cost of the instrument to the Fund.  The Trustees
         will from time to time review the extent of any deviation of the
         net asset value, as determined on the basis of the amortized cost
         method, from net asset value as it would be determined on the
         basis of available market quotations.  If any deviation occurs
         which may result in unfairness either to new investors or existing
         shareholders, the Trustees will take such actions as they deem
         appropriate to eliminate or reduce such unfairness to the extent
         reasonably practicable.  These actions may include selling
         portfolio instruments prior to maturity to realize gains or losses
         or to shorten the Fund's average portfolio maturity, withholding
         dividends, splitting, combining or otherwise recapitalizing
         outstanding shares or utilizing available market quotations to
         determine net asset value per share.
    
   
              Since a dividend is declared to shareholders each time net
         asset value is determined, the net asset value per share of the
         Fund will normally remain constant at $1.00 per share.  There is
         no assurance that the Fund can maintain the $1.00 per share value.
         Monthly, any increase in the value of a shareholder's investment
         from dividends is reflected as an increase in the number of shares
         in the shareholder's account or is distributed as cash if a
         shareholder has so elected.
    


                                       -20-
<PAGE>   39

   
              It is expected that the Fund's net income will be positive
         each time it is determined.  However, if because of a sudden rise
         in interest rates or for any other reason the net income of the
         Fund determined at any time is a negative amount, the Fund will
         offset the negative amount against income accrued during the month
         for each shareholder account.  If at the time of payment of a
         distribution such negative amount exceeds a shareholder's portion
         of accrued income, the Fund may reduce the number of its
         outstanding shares by treating the shareholder as having
         contributed to the capital of the Fund that number of full or
         fractional shares which represents the amount of excess.  By
         investing in the Fund, shareholders are deemed to have agreed to
         make such a contribution.  This procedure is intended to permit
         the Fund to maintain its net asset value at $1.00 per share.
    
   
              If in the view of the Trustees it is inadvisable to continue
         the practice of maintaining net asset value at $1.00 per share,
         the Trustees reserve the right to alter the procedures for
         determining net asset value.  The Fund will notify shareholders of
         any such alteration.
    

         PURCHASE OF SHARES
   
              Shares of the Fund are offered at a price equal to their net
         asset value per share which will normally be constant at $1.00.
         Share certificates will not be issued unless requested by the
         shareholder in writing, and then only will be issued for full
         shares.
    
         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 the Trustees.  When the
         shareholder sells portfolio securities received in this fashion,
         he would 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 elected to
         be governed by Rule 18f-1 under the 1940 Act, pursuant to which
         the Fund is obligated to redeem shares solely in cash up to the
         lesser of $250,000 or 1% of the net asset value of the Fund during
         any 90 day period for any one account.  
    
         ADDITIONAL SERVICES AND PROGRAMS
   
              EXCHANGE PRIVILEGE.  As described more fully in the
         Prospectus, the Fund permits exchanges of Fund shares for shares
         of other funds and portfolios managed by the Adviser.
    


                                       -21-

<PAGE>   40
   
              SYSTEMATIC WITHDRAWAL PLAN.  As described briefly in the
         Prospectus, the Fund permits the establishment of a Systematic
         Withdrawal Plan.  Payments under this plan represent proceeds
         arising from the redemption of Fund shares.  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 Fund Services.
    
   
              MONTHLY AUTOMATIC ACCUMULATION PROGRAM ("MAAP").  This
         program is explained fully in the Fund's 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 Investor 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 check.
    
   
              The program may be discontinued by the shareholder either by
         calling Investor Services or upon written notice to Investor
         Services which is received at least five (5) business days prior
         to the due date of any investment.
    

         DESCRIPTION OF THE FUND'S SHARES
   
              Ownership of the Fund is represented by transferable shares
         of beneficial interest.  The Declaration of Trust permits the
         Trustees to create an unlimited number of series and classes of
         shares of the Fund and, with respect to each series and class, to
         issue an unlimited number of full or fractional shares and to
         divide or combine the shares into a greater or lesser number of
         shares without thereby changing the proportionate beneficial
         interests of the Fund.  As of the date of this Statement of
         Additional Information, the Trustees have only authorized the
         shares of the Fund.  Each share of the Fund represents an equal
         proportionate interest with each other share.  Shares of the Fund
         have a par value of $0.01 per share.  
    
   
              Pursuant to the Declaration of Trust, the Trustees may
         authorize the creation of additional series of shares (the
         proceeds of which would be invested in separate, independently
         managed portfolios) and additional classes within any series
    

                                       -22-
<PAGE>   41





         (which would be used to distinguish among the rights of different
         categories of shareholders, as might be required by future
         regulations or other unforeseen circumstances).  As of the date of
         this Statement of Additional Information, the Trustees have
         authorized the issuance of only one class of shares of the Fund.  
   
              VOTING RIGHTS.  Shareholders are entitled to a full vote for
         each full share held.  The Trustees themselves have the power to
         alter the number and the terms of office of Trustees, and they may
         at any time lengthen their own terms or make their terms of
         unlimited duration (subject to certain removal procedures) and
         appoint their own successors, provided that at all times at least
         a majority of the Trustees have been elected by shareholders.  The
         voting rights of shareholders are not cumulative, so that holders
         of more than 50 percent of the shares voting can, if they choose,
         elect all Trustees being selected, while the holders of the
         remaining shares would be unable to elect any Trustees.  Although
         the Fund need not hold annual meetings of shareholders, the
         Trustees may call special meetings of shareholders for action by
         shareholder vote as may be required by the 1940 Act or the
         Declaration of Trust.  Also, a shareholders' meeting must be
         called if so requested in writing by the holders of record of 10%
         or more of the outstanding shares of the Fund.  In addition, the
         Trustees may be removed by the action of the holders of record of
         two-thirds or more of the outstanding shares.
    
   
              SHAREHOLDER LIABILITY.  The Declaration of Trust provides
         that no Trustee, officer, employee or agent of the Fund is liable
         to the Fund or to a shareholder, nor is any Trustee, officer,
         employee or agent liable to any third persons in connection with
         the affairs of the Fund, except as such liability may arise from
         his or its own bad faith, willful misfeasance, gross negligence or
         reckless disregard of his duties.  It also provides that all third
         persons shall look solely to the Fund's property for satisfaction
         of claims arising in connection with the affairs of the Fund.
         With the exceptions stated, the Declaration of Trust provides that
         a Trustee, officer, employee or agent is entitled to be
         indemnified against all liability in connection with the affairs
         of the Fund.
    
   
              Under Massachusetts law, shareholders of a Massachusetts
         business trust could, under certain circumstances, be held
         personally liable for acts or obligations of the trust.  However,
         the Fund'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.  Liability is therefore limited to
    


                                       -23-
<PAGE>   42


         circumstances in which the Fund itself would be unable to meet its
         obligations, and the possibility of this occurrence is remote.
   
              As a Massachusetts business trust, the Fund is not required
         to issue share certificates.  The Fund shall continue without
         limitation of time subject to the provisions in the Declaration of
         Trust concerning termination by action of the shareholders.
    

         TAX STATUS
   
              The Fund has qualified and has elected to be treated as a
         "regulated investment company" under Subchapter M of the Internal
         Revenue Code of 1986, as amended (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 taxable income (including net realized
         capital gains, if any) which is distributed to shareholders at
         least annually in accordance with the timing requirements of the
         Code.
    
   
              The Fund will be subject to a four percent nondeductible
         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 avoid liability for
         such tax by satisfying such distribution requirements.
    
   
              Distributions of net investment income (which include
         original issue discount and accrued, recognized market discount)
         and any net realized short-term capital gains, as computed for
         Federal income tax purposes, will be taxable as described in the
         Prospectus whether taken in shares or in cash.  Although the Fund
         does not expect to realize any net long-term capital gains,
         distributions from such gains, if any, would be taxable as long-
         term capital gains.  Shareholders electing to receive
         distributions in the form of additional shares will have a cost
         basis for Federal income tax purposes in each share so received
         equal to the amount of cash they would have received had they
         taken the distribution in cash, divided by the number of shares
         received.
    
   
              Upon a redemption of shares (including by exercise of the
         exchange privilege) a shareholder ordinarily will not realize a
         taxable gain or loss if, as anticipated, the Fund maintains a
         constant net asset value per share.  If the Fund is not successful
         in maintaining a constant net asset value per share, a redemption
         may produce a taxable gain or loss.
    

                                       -24-
<PAGE>   43


              Distributions from the Fund will not qualify for the
         dividends-received deduction for corporate shareholders.
   
              For Federal income tax purposes, the Fund is permitted to
         carry forward a net capital loss in any year to offset 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 would not be distributed as such to shareholders.
    
   
              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.
    
   
              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, the Fund will also not be
         required to pay any Massachusetts income tax.
    
   
              The foregoing discussion relates solely to U.S. Federal
         income tax laws 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 (if
         any), and ownership of or gains realized (if any) on the
         redemption (including an exchange) of shares of the Fund 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 U.S. trade or business with
         which their Fund investment 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.  Non-U.S. investors should
         consult their tax advisers regarding such treatment and the
         application of foreign taxes to an investment in the Fund.

    


                                       -25-
<PAGE>   44



         CALCULATION OF PERFORMANCE
   
              For the purposes of calculating yield, daily income per share
         consists of interest and discount earned on the Fund's investments
         less provision for amortization of premiums and applicable
         expenses, divided by the number of shares outstanding, but does
         not include realized or unrealized appreciation or depreciation.
    
   
              In any case in which the Fund reports its annualized yield,
         it will also furnish information as to the average portfolio
         maturities of the Fund.  It will also report any material effect
         of realized gains or losses or unrealized appreciation on
         dividends which have been excluded from the computation of yield.
    
   
              Yield calculations are based on the value of a hypothetical
         preexisting account with exactly one share at the beginning of the
         seven day period.  Yield is computed by determining the net change
         in the value of the account during the base period and dividing
         the net change by the value of the account at the beginning of the
         base period to obtain the base period return.  Base period is
         multiplied by 365/7 and the resulting figure is carried to the
         nearest 100th of a percent.  Net change in account value during
         the base period includes dividends declared on the original share,
         dividends declared on any shares purchased with dividends of that
         share and any account or sales charges that would affect an
         account of average size, but excludes any capital changes.
    
   
              Effective yield is computed by determining the net change,
         exclusive of capital changes, in the value of a hypothetical
         preexisting account having a balance of one share at the beginning
         of the period, subtracting a hypothetical charge reflecting
         deductions from shareholder accounts, and dividing the difference
         by the value of the account at the beginning of the base period to
         obtain the base period return, and then compounding the base
         period return by adding 1, raising the sum to a power equal to 365
         divided by 7, and subtracting 1 from the result, according to the
         following formula:
    
              EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)365/7]-1
   
              The yield of the Fund is not fixed or guaranteed.  Yield
         quotations should not be considered to be representations of yield
         of the Fund for any period in the future.  The yield of the Fund
         is a function of available interest rates on money market
         instruments, which can be  expected to fluctuate, as well as of
         the quality, maturity and types of portfolio instruments held by
         the Fund and of changes in operating expenses.  The Fund's yield
         may be affected if, through net sales of its shares, there is a
         net investment of new money in the Fund which the Fund invests at
         interest rates different from that being earned on current

    
   

                                       -26-
<PAGE>   45


         portfolio instruments.  Yield could also vary if the Fund
         experiences net redemptions, which may require the disposition of
         some of the Fund's current portfolio instruments.

    
   
              From time to time, in reports and promotional literature, the
         Fund's yield and total return will be ranked or compared to
         indices of mutual funds and bank deposit vehicles such as Lipper
         Analytical Services, Inc.  "Lipper-Fixed Income Fund Performance
         Analysis," a monthly publication which tracks net assets, total
         return, and yield on approximately 1,000 fixed income mutual funds
         in the United States or "IBC/Donahue's Money Fund Report," a
         similar publication.  Comparisons may also be made to bank
         Certificates of Deposit, which differ from mutual funds, like the
         Fund, in several ways.  The interest rate established by the
         sponsoring bank is fixed for the term of a CD, there are penalties
         for early withdrawal from CD's and the principal on a CD is
         insured.  Unlike CD's, which are insured as to principal, an
         investment in the Fund is not insured or guaranteed.
    
   
              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 BARRONS, 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.
    

         BROKERAGE ALLOCATION
   
              Decisions concerning the purchase and sale of portfolio
         securities are made by the Adviser pursuant to recommendations
         made by its investment committee, which consists of officers and
         directors of the Adviser and affiliates and officers and Trustees
         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 Investment Advisor will offer the best price and market for
         the execution of each such 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 reflect a "spread."  Investments in 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.
    
   
              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
    

                                       -27-
<PAGE>   46



         which a transaction is executed.  Consistent with the foregoing
         primary policy, the Rules of Fair Practice of the NASD 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 Fund's officers
         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
         May 31, 1994, 1993 and 1992, no negotiated brokerage commissions
         were paid on portfolio transactions.
    
   
              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 fiscal year
         ended May 31, 1994, the Fund did not pay 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 Freedom Securities
         Corporation and its subsidiaries, three of which, Tucker Anthony
         Incorporated ("Tucker Anthony") John Hancock Distributors, Inc.
         ("John Hancock Distributors") and Sutro & Company, Inc. ("Sutro"),
    

                                       -28-
<PAGE>   47

         are broker-dealers ("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 Tucker Anthony, Sutro or John Hancock
         Distributors.  During the year ended May 31, 1994, the Fund did
         not execute any portfolio transactions with then affiliated
         brokers.
   
              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.  The Fund will not effect
         principal transactions with Affiliated Brokers.  The Fund may,
         however, purchase securities from other members of underwriting
         syndicates of which Tucker Anthony, Sutro and John Hancock
         Distributors are members, but only in accordance with the policy
         set forth above and procedures adopted and reviewed periodically
         by the Trustees.
    


         TRANSFER AGENT SERVICES
   
              John Hancock Investor Services Corporation, P.O. Box 9116,
         Boston, MA 02205-9116, a wholly owned indirect subsidiary of the
         Life Company, is the transfer and dividend paying agent for the
         Fund.  The Fund pays Investor Services an annual fee of $25,000
         per account plus out-of-pocket expenses.  

    



                                     -29-
<PAGE>   48



         CUSTODY OF PORTFOLIO
   
              Portfolio securities of the Fund are held pursuant to a
         custodian agreement between the Fund and Investors Bank and Trust
         Company ("IBT") 24 Federal Street, Boston, Massachusetts.  Under
         the custodian agreement, IBT performs custody, portfolio and fund
         accounting services.
    

         INDEPENDENT AUDITORS
   
              Ernst & Young LLP, 200 Clarendon Street, 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 Ernst & Young LLP 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.
    

         FINANCIAL STATEMENTS






























                                       -30-
<PAGE>   49
<TABLE>
                STATEMENT OF NET ASSETS
          
<CAPTION>
May 31, 1994

                                         FACE
ISSUER                                  AMOUNT        VALUE 
- ---------------------------------------------------------------
<S>                                   <C>           <C>
U.S. GOVERNMENT
- ---------------         
AGENCY SHORT-TERM
- -----------------         
OBLIGATIONS - 67.65%        
- ----------------------
FEDERAL FARM CREDIT 
BANK - 11.63%          
3.220% to 4.200% due  
  06/01/94 to 12/05/94 .............  $11,040,000   $10,980,735          

FEDERAL HOME LOAN 
BANK - 9.73%           
3.530% to 4.200% due  
  06/02/94 to 12/21/94 .............    9,215,000     9,183,939       

FEDERAL HOME 
LOAN MORTGAGE 
CORPORATION - 25.93%        
3.320% to 4.350% due  
  06/01/94 to 11/28/94 .............   24,599,000    24,484,086           

FEDERAL NATIONAL 
MORTGAGE ASSOCIATION - 20.36%         
3.300% to 4.250% due  
  06/13/94 to 12/20/94 .............   19,365,000    19,221,045
                                                    -----------
TOTAL U.S. 
GOVERNMENT AGENCY SHORT-TERM 
OBLIGATIONS          
(Cost $63,869,805) .................                 63,869,805            

REPURCHASE
- ----------         
AGREEMENTS - 32.34%         
- -------------------
First Boston 4.100% due 
  06/02/94 (dated 05/26/94). 
  Collateralized by 
  $4,076,043 value, FNMA 
  7.500% due 10/01/07. 
  (Repurchase proceeds 
  $4,003,189) ......................    4,000,000     4,002,733           
         
         
Kidder Peabody 4.125% due 
  06/02/94 (dated 05/26/94). 
  Collateralized by 
  $4,083,281 value, USTN 
  7.875% due 04/15/98. 
  (Repurchase proceeds 
  $4,003,208) ......................    4,000,000     4,002,750     
Kidder Peabody 4.250% due 
  06/07/94 (dated 05/31/94). 
  Collateralized by 
  $15,300,566 value, 
  FHLMC ARM 
  4.502% due 03/01/24.  
  (Repurchase proceeds  
  $15,012,396)......................   15,000,000    15,001,771         
Merrill Lynch 4.100% due 
  06/01/94 (dated 05/31/94). 
  Collateralized by 
  $7,670,300 value, USTN 
  7.500% due 02/29/96. 
  (Repurchase proceeds 
  $7,516,856) ......................    7,516,000     7,516,856
                                                    -----------
TOTAL REPURCHASE 
AGREEMENTS 
(Cost $30,524,110) .................                 30,524,110 
                                                    -----------
TOTAL INVESTMENTS - 99.99%      
(Cost $94,393,915) .................                 94,393,915      

CASH AND OTHER ASSETS, 
LESS LIABILITIES - 0.01% ...........                     13,632
                                                    -----------
NET ASSETS,  at value, 
  equivalent to $1.00 per 
  share for 94,407,547 shares 
  ($.01 par value) 
  outstanding - 100.00% ............                $94,407,547   
                                                    ===========
<FN>                   
Abbreviations used above:
ARM = Adjustable Rate Mortgage
FHLMC = Federal Home Loan Mortgage Corporation
FNMA = Federal National Mortgage Association
USTN = United States Treasury Note
</TABLE>

See Notes to Financial Statements.
                                        3
<PAGE>   50
           STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
STATEMENT OF OPERATIONS
Year Ended May 31, 1994
         
<S>                                    <C>         <C>
INVESTMENT INCOME        
Interest .............................             $4,570,649          

EXPENSES     
Management fees ...................... $ 690,268      
Custodian fees .......................    56,918        
Administrative service fees ..........    48,703        
Registration fees ....................    27,300        
Trustees' fees and expenses ..........    22,717        
Audit and legal fees .................    20,456        
Insurance expense ....................    11,721        
Transfer agent fees ..................     9,357         
Shareholder reports ..................     6,661         
Miscellaneous ........................     5,776         
Less: Expense reimbursement ..........  (416,653)     483,224   
                                       ---------   ----------
NET INVESTMENT INCOME ................             $4,087,425   
                                                   ==========
</TABLE>
<TABLE>
         STATEMENTS OF CHANGES IN NET ASSETS
         
<CAPTION>
                                        YEAR ENDED MAY 31,
                                    ---------------------------
                                        1994          1993 
                                    ------------   ------------
<S>                                 <C>            <C>
OPERATIONS        
Net investment income ............  $  4,087,425   $  3,999,643           

DISTRIBUTIONS TO 
SHAREHOLDERS FROM       
Net investment income ............    (4,087,425)    (3,999,643)         

SHARE TRANSACTIONS      
Increase (decrease) in 
  shares outstanding .............   (28,698,933)    13,748,591 
                                    ------------   ------------
Increase (decrease) in  
  net assets .....................   (28,698,933)    13,748,591           

NET ASSETS         
Beginning of year ................   123,106,480    109,357,889 
                                    ------------   ------------
End of year ......................  $ 94,407,547   $123,106,480 
                                    ============   ============
</TABLE>

See Notes to Financial Statements.
                                        4

<PAGE>   51
<TABLE>
                                         FINANCIAL HIGHLIGHTS
<CAPTION>
                                                                            YEAR ENDED MAY 31,
                                                           ----------------------------------------------------
                                                             1994       1993       1992       1991       1990 
                                                           -------    --------   --------   --------   --------
<S>                                                        <C>        <C>        <C>        <C>        <C>
Per share income and capital changes for a  
  share outstanding during each year:         
Net asset value, beginning of year.......................  $  1.00    $   1.00   $   1.00   $   1.00   $   1.00       

INCOME FROM INVESTMENT OPERATIONS           
Net investment income....................................    0.030       0.032      0.048      0.072      0.083           

LESS DISTRIBUTIONS        
Dividends from net investment income.....................   (0.030)     (0.032)    (0.048)    (0.072)    (0.083)  
                                                           -------    --------   --------   --------   --------
Net asset value, end of year.............................  $  1.00    $   1.00   $   1.00   $   1.00   $   1.00          
                                                           =======    ========   ========   ========   ========
TOTAL RETURN.............................................     3.04%       3.25%      4.95%      7.42%      8.66% 
                                                           =======    ========   ========   ========   ========

RATIOS AND SUPPLEMENTAL DATA         
Ratio of expenses to average net assets..................     0.65%       0.67%      0.68%      0.66%      0.66%          
Ratio of expense reimbursement to average net assets.....    (0.30)%     (0.32)%    (0.33)%    (0.31)%    (0.31)%  
                                                           -------    --------   --------   --------   --------
Ratio of net expenses to average net assets..............     0.35%       0.35%      0.35%      0.35%      0.35% 
                                                           =======    ========   ========   ========   ========
Ratio of net investment income to average net assets.....     2.96%       3.19%      4.86%      7.21%      8.27%          
Net Assets, end of year (in thousands)...................  $94,408    $123,106   $109,358   $200,092   $164,509      
</TABLE>





See Notes to Financial Statements.
                                                                5

<PAGE>   52
                         NOTES TO FINANCIAL STATEMENTS
          
         
May 31, 1994
          
         
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
         
Transamerica Current Interest (the "Trust") is a diversified, open-end
management investment company registered under the Investment Company Act of
1940, as amended. Transamerica U.S. Government Cash Reserve (the "Fund") is 
the only series of the Trust presently issuing shares. The Trust was    
reorganized from a Texas corporation to a Massachusetts business trust on 
February 18, 1992. The following is a summary of significant accounting 
policies consistently followed by the Fund.
     
        (1) The Fund values its investment securities at amortized cost 
(original cost plus amortized discount or accrued interest).
     
        (2) The Fund may invest in repurchase agreements which are 
collateralized by underlying debt securities. The Fund will make payment for
such securities only upon physical delivery or evidence of book entry transfer
to the account of the custodian bank. The seller is required to maintain the
value of the underlying security at not less than the repurchase proceeds due
the Fund.
     
        (3) With respect to U.S. government and U.S. government agency 
securities in which the Fund may invest, only U.S. Treasury and Government
National Mortgage Association (GNMA) issues are backed by the full faith and
credit of the U.S. government. All other government issues are backed by the
issuing agencies and their general ability to borrow from the U.S. government.
     
        (4) Security transactions are accounted for on the trade date. Interest
income is accrued daily. The identified cost of securities at May 31, 1994 is
the same for both financial reporting and federal income tax purposes.
     
        (5) Distributions of the Fund are declared daily and reinvested in Fund
shares or paid to shareholders monthly. Distributions payable to shareholders
at May 31, 1994 were $140,048.
     
        (6) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
     
        (7) The Fund reports custodian fees net of credits and charges 
resulting from cash positions in the custodial accounts greater than or less
than the amounts required to settle fund transactions. For the year ended May
31, 1994, these amounts were $9,231 and $8,201, respectively.
     
<TABLE>
NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
     
        The management fee is payable monthly to Transamerica Fund Management
Company (the "Investment Adviser") and is calculated based on the following
schedule: 

<CAPTION>
         AVERAGE DAILY NET ASSETS      ANNUAL RATE                 
         ------------------------      -----------
         <S>                             <C>
         First $500 million              0.500%       
         Next $250 million               0.425%       
         Next $250 million               0.375%       
         Next $500 million               0.350%       
         Next $500 million               0.325%       
         Next $500 million               0.300%       
         Over $2.5 billion               0.275%       
</TABLE>
         
        The Investment Adviser has voluntarily agreed to reimburse the Fund for
all normal operating expenses in excess of 0.35%, on an annual basis, of the
Fund's average daily net assets. For the year ended May 31, 1994, the Investment
Adviser voluntarily reimbursed the Fund $416,653 pursuant to this agreement. At
May 31, 1994, the management fee payable to the Investment Adviser was $19,786.
     
        The Investment Adviser provides administrative services to the Fund 
pursuant to an administrative service agreement. During the year ended May 31,
1994, the Fund paid or accrued administrative service fees of $35,000 to the
Investment Adviser, of which $2,747 was payable at May 31, 1994.
     
        The Fund paid no compensation directly to any officer. Certain officers
and a trustee of the Trust are affiliated with the Investment Adviser.
     
        During the year ended May 31, 1994, the Fund paid legal fees of $6,000
to Baker & Botts. A partner with Baker & Botts is an officer of the Trust.

                                       6
         
<PAGE>   53
                         NOTES TO FINANCIAL STATEMENTS
          
         
Continued


         
NOTE C - PLAN OF DISTRIBUTION 
         
Pursuant to Rule 12b-1 under the Investment Company Act of 1940, the Fund is
authorized to finance activities related to the distribution of its shares. The
distribution plan complies with the regulations covering maximum sales
charges assessed by mutual funds distributed through securites dealers that
are NASD members. The plan permits the Fund to make payments to Transamerica
Fund Distributors, Inc. (the "Distributor"), an affiliate of the Investment
Adviser and principal underwriter of the Fund, of up to 0.15% annually of
average daily net assets for certain distribution costs such as service fees
paid to dealers, production and distribution of prospectuses to prospective 
investors, services provided to new and existing shareholders and other 
distribution related activities. During the year ended May 31, 1994, the Fund
paid no expenditures pursuant to this plan. 
         
                        ------------------------------

<TABLE>
NOTE D - SHARE AND RELATED TRANSACTIONS 
         
A summary of share transactions follows: 
<CAPTION>
                                                                          YEAR ENDED MAY 31,
                                                       ------------------------------------------------------------
                                                                   1994                            1993 
                                                       -----------------------------   ----------------------------
                                                         SHARES           DOLLARS         SHARES        DOLLARS 
                                                       ------------    -------------   ------------   -------------
<S>                                                    <C>             <C>             <C>            <C>
Shares sold ........................................    447,900,058    $ 447,900,058    391,565,697   $ 391,565,697    
Shares issued in reinvestment of distributions .....      1,376,895        1,376,895      1,431,930       1,431,930  
Shares redeemed ....................................   (477,975,886)    (477,975,886)  (379,249,036)   (379,249,036)
                                                       ------------    -------------   ------------   -------------
Net increase (decrease) in shares outstanding ......    (28,698,933)   $ (28,698,933)    13,748,591   $  13,748,591          
                                                       ============    =============   ============   =============
</TABLE>
         
At May 31, 1994, net assets were comprised of $94,407,547 in capital paid-in,
representing 94,407,547 shares outstanding (unlimited shares authorized).


                                       7
<PAGE>   54
         
                        REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Trustees
Transamerica U.S. Government Cash Reserve,
  a series of Transamerica Current Interest
         
         
We have audited the accompanying statement of net assets of Transamerica        
U.S. Government Cash Reserve, a series of Transamerica Current Interest, as of
May 31, 1994, and the related statement of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods indicated 
therein. These financial statements and financial highlights are the 
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
        We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of May
31, 1994, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates 
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
        In our opinion, the financial statements and financial highlights 
referred to above present fairly, in all material respects, the financial
position of Transamerica U.S. Government Cash Reserve, a series of Transamerica
Current Interest, at May 31, 1994, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the indicated
periods, in conformity with generally accepted accounting principles.
        
          
         
          
         
          
/s/ ERNST & YOUNG         
          
         
          
Houston, Texas 
June 27, 1994
         


                                       8
<PAGE>   55

<TABLE>
- --------------------------------------------------------------------------------
                           STATEMENTS OF NET ASSETS
- --------------------------------------------------------------------------------
                                   UNAUDITED

November 30, 1994

<CAPTION>
                                 FACE                            
ISSUER                          AMOUNT         VALUE
- -----------------------------------------------------------
<S>                             <C>          <C> 
U.S. GOVERNMENT
- ---------------
AGENCY SHORT-TERM 
- ----------------- 
OBLIGATIONS - 66.52 %
- ---------------------                               
FEDERAL FARM CREDIT 
BANK - 12.69 %  
3.520% to 5.640% due  
  12/02/94 to 06/30/95. . . .   $13,295,000  $ 13,236,580  

FEDERAL HOME LOAN 
BANK-29.55%
3.530% to 5.830% due  
 12/02/94 to 07/21/95 . . . .    31,050,000    30,821,600

FEDERAL HOME  
LOAN MORTGAGE 
CORPORATION- 10.95%
4.910% to 5.600% due  
 12/02/94 to 04/03/95 . . . .    11,510,000    11,419,532

FEDERAL NATIONAL  
MORTGAGE  
ASSOCIATION- 13.33%  
3.700% to 5.450% due 
 12/01/94 to 03/20/95 . . . .    13,975,000    13,899,456
                                             ------------
TOTAL U.S. GOVERNMENT 
AGENCY SHORT-TERM 
OBLIGATIONS 
(Cost $69,377,168)  . . . . .                  69,377,168

REPURCHASE 
- ----------         
AGREEMENTS-33.57 % 
- ------------------ 
First Boston 5.520% due 
12/06/94 (dated 11/29/94)
Collateralized by                                  
$10,201,828 value,       
FNMA ARM 4.991%          
due 02/01/24
(Repurchase proceeds     
$10,010,733)  . . . . . . . .    10,000,000    10,003,067  
Morgan Stanley 5.650% due
12/01/94 (dated 
11/30/94). Collateralized
by $25,538,641 value,
USTN 5. 125% due
12/31/98. (Repurchase
proceeds $25,003,923) . . . .    25,000,000    25,003,923  
                                             ------------  
TOTAL REPURCHASE 
AGREEMENTS
(Cost $35,006,990). . . . . .                  35,006,990  
                                             ------------  
TOTAL
INVESTMENTS - 100.09%  
(Cost $104,384,158) . . . . .                 104,384,158  

CASH AND OTHER 
ASSETS, LESS
LIABILITIES - (0.09)% . . . .                     (93,145)  
                                             ------------ 
NET ASSETS, at value,                              
equivalent to $1.00 per                            
share for 104,291,013                              
shares ($.01 par value)                            
outstanding- 100.00%  . . . .                $104,291,013  
                                             ============
<FN>                                                               

Abbreviations used above:
ARM = Adjustable Rate Mortgage
FNMA = Federal National Mortgage
  Association 
USTN = United States Treasury Notes

</TABLE>

See Notes to Financial Statements.

                                       4
<PAGE>   56
- --------------------------------------------------------------------------------
         STATEMENT OF OPERATIONS / STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                   UNAUDITED

<TABLE>

STATEMENT OF OPERATIONS
Six Months Ended November 30, 1994
<S>                                           <C>             <C>
INVESTMENT INCOME                                            
Interest. . . . . . . . . . . . . .                           $2,452,646
. . . . . . . . . . . . . . . . . .                                  
EXPENSES  . . . . . . . . . . . . .                                  
                                                             
Management fees . . . . . . . . . .           $ 264,995
Administrative service fees . . . .              23,854
Custodian fees  . . . . . . . . . .              21,602                      
Audit and legal fees  . . . . . . .              15,520                      
Trustees' fees and expenses . . . .              14,589
Registration fees . . . . . . . . .              14,207
Insurance expense . . . . . . . . .               6,836
Transfer agent fees . . . . . . . .               4,021                      
Shareholder reports . . . . . . . .               1,955
Miscellaneous . . . . . . . . . . .                 507
Less: Expense reimbursement . . . .            (182,590)         185,496 
                                              ---------       ---------- 
   NET INVESTMENT INCOME. . . . . .                           $2,267,150 
                                                              ==========
</TABLE>
See Notes to Financial Statements.

<TABLE>
                    STATEMENTS OF CHANGES IN NET ASSETS

<CAPTION>
                                              SIX MONTHS 
                                                ENDED        YEAR ENDED  
                                             NOVEMBER 30,      MAY 31,
                                                 1994           1994 
                                             ------------    ------------
  <S>                                         <C>             <C>
  OPERATIONS                                                        
  Net investment income . . . . . .           $ 2,267,150     $ 4,087,425

  DISTRIBUTIONS TO 
  SHAREHOLDERS FROM
  Net investment income . . . . . .            (2,267,150)     (4,087,425)
                                                                    
  SHARE TRANSACTIONS 
  Increase (decrease) in                                            
  shares outstanding  . . . . . . .             9,883,466     (28,698,933) 
                                             ------------    ------------ 
  Increase (decrease) in                                            
  net assets  . . . . . . . . . . .             9,883,466     (28,698,933)
                                                                    
                                                                    
  NET ASSETS                                                        
                                                                    
  Beginning of period . . . . . . .            94,407,547     123,106,480
                                             ------------    ------------ 
  End of period . . . . . . . . . .          $104,291,013    $ 94,407,547
                                             ============    ============
</TABLE>

 See Notes to Financial Statements. 

                                      5
<PAGE>   57

<TABLE>
                                                   FINANCIAL HIGHLIGHTS
                                                        UNAUDITED

<CAPTION>
                                                 SIX MONTHS
                                                   ENDED                         YEAR ENDED MAY 31,                      
                                                NOVEMBER 30,    -------------------------------------------------------- 
                                                   1994(1)        1994        1993        1992        1991         1990  
                                                ------------    --------    --------    --------    --------     -------- 
<S>                                                <C>          <C>         <C>         <C>         <C>          <C>
Per share income and capital changes for a share
 outstanding during each period:
Net asset value, beginning of period  . . . . . .  $   1.00     $   1.00    $   1.00    $   1.00    $   1.00     $   1.00

INCOME FROM INVESTMENT OPERATIONS                               
Net investment income   . . . . . . . . . . . . .     0.021        0.030       0.032       0.048       0.072        0.083

LESS DISTRIBUTIONS
Dividends from net investment income  . . . . . .    (0.021)      (0.030)     (0.032)     (0.048)     (0.072)      (0.083)
                                                   --------     --------    --------    --------    --------     --------  
Net asset value, end of period  . . . . . . . . .  $   1.00     $   1.00    $   1.00    $   1.00    $   1.00     $   1.00
                                                   ========     ========    ========    ========    ========     ========
TOTAL RETURN(2)   . . . . . . . . . . . . . . . .      2.15%        3.04%       3.25%       4.95%       7.42%        8.66%
                                                   ========     ========    ========    ========    ========     ========

RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets . . . . .      0.35%        0.65%       0.67%       0.68%       0.66%        0.66%
Ratio of expense reimbursement to average
 net assets   . . . . . . . . . . . . . . . . . .     (0.17)%      (0.30)%     (0.32)%     (0.33)%     (0.31)%      (0.31)%
                                                   --------     --------    --------    --------    --------     --------  
Ratio of net expenses to average net assets . . .      0.18%        0.35%       0.35%       0.35%       0.35%        0.35%
                                                   ========     ========    ========    ========    ========     ========

Ratio of net investment income to average
 net assets . . . . . . . . . . . . . . . . . . .      2.14%        2.96%       3.19%       4.86%       7.21%        8.27%
Net Assets, end of period (in thousands)  . . . .  $104,291     $ 94,408    $123,106    $109,358    $200,092     $164,509

<FN>

(1) Financial highlights, including total return, have not been annualized.
(2) Total return includes the benefit of a voluntary expense reimbursement by the investment adviser. Without such benefit, 
    the total return would be lower.

</TABLE>

See Notes to Financial Statements.

                                                             6
<PAGE>   58
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
                                   UNAUDITED

November 30, 1994
                                                              
NOTE A-SIGNIFICANT ACCOUNTING POLICIES                        
                                                              
John Hancock Current Interest, formerly Transamerica Current Interest, (the 
"Trust") is a diversified, open-end management investment company registered 
under the Investment Company Act of 1940, as amended. John Hancock U.S. 
Government Cash Reserve, formerly Transamerica U.S. Government Cash Reserve, 
(the "Fund") is the only series of the Trust presently issuing shares. The 
Trust was reorganized from a Texas corporation to a Massachusetts business 
trust on February 18, 1992.
    On December 16, 1994, the shareholders of each of Transamerica's mutual 
funds approved the agreement to combine Transamerica Fund Management Company 
with John Hancock Mutual Funds. This agreement became effective December 22, 
1994. The following is a summary of significant accounting policies 
consistently followed by the Fund.
    (1) The Fund values its investment securities at amortized cost (original 
cost plus amortized discount or accrued interest). 
    (2) The Fund may invest in repurchase agreements which are collateralized 
by underlying debt securities. The Fund will make payment for such securities 
only upon physical delivery or evidence of book entry transfer to the account 
of the custodian bank. The seller is required to maintain the value of the 
underlying security at not less than the repurchase proceeds due the Fund.
    (3) With respect to U.S. government and U.S. government agency securities 
in which the Fund may invest, only U.S. Treasury and Government National 
Mortgage Association (GNMA) issues are backed by the full faith and credit of 
the U.S. government. All other government issues are backed by the issuing 
agencies and their general ability to borrow from the U.S. government. 
    (4) Security transactions are accounted for on the trade date.  Interest 
income is accrued daily. The identified cost of securities at November 30, 1994 
is the same for both finanacial reporting and federal income tax purposes.
    (5) Distributions of the Fund are declared daily and reinvested in Fund 
shares or paid to shareholders monthly.  Income distributions are determined 
in accordance with income tax regulations which may differ from generally 
accepted accounting principles. Distributions payable to shareholders at 
November 30, 1994 were $183,211.
    (6) No provision for federal income taxes has been made since it is the 
Fund's intention to distribute all of its taxable income and profits to its 
shareholders and to compply with the requirements applicable to regulated 
investment companies and the minimum distribution requirements of the Internal 
Revenue Code.  
    (7) The Fund reports custodian fees net of credits and charges resulting 
from cash positions in the custodial accounts greater than or less than the 
amounts required to settle fund transactions. For the six months ended 
November 30, 1994, these amounts were $4,829 and $4,751, respectively. 
                                                                     
NOTE B-MANAGEMENT FEE AND OTHER                                      
TRANSACTIONS WITH AFFILIATES                                         
                                                                     
<TABLE>
The management fee is payable monthly to John Hancock Advisers, Inc. (the 
"Investment Adviser"). During the six months ended November 30, 1994, the 
management fee was payable to Transamerica Fund Management Company (the
"former Investment Adviser") and was calculated based on the following 
schedule: 

<CAPTION>                                                                     

   AVERAGE DAILY NET ASSETS       ANNUAL RATE                        
   ------------------------       -----------                        
       <S>                           <C>
       First $500 million            0.500%
       Next $250 million             0.425%
       Next $250 million             0.375%
       Next $500 million             0.350%
       Next $500 million             0.325%
       Next $500 million             0.300%
       Over $2.5 billion             0.275%

</TABLE>

    At November 30, 1994, the management fee payable to the former Investment 
Adviser was $9,775.
    The former Investment Adviser provided administrative services to the Fund 
pursuant to an administrative service agreement. During the six months ended 
November 30, 1994, the Fund paid or accrued administrative service fees of    
$17,547 to the former Investment Adviser, of which $3,078 was payable at 
November 30, 1994.  

    The former Investment Adviser voluntarily agreed to reimburse the Fund for 
all normal operating expenses in excess of 0.35%, on an annual basis, of the 
Fund's average daily net assets. For the six months ended November 30, 1994, 
the former Investment Adviser voluntarily reimbursed the Fund $182,590 
pursuant to this agreement.
    The Fund paid no compensation directly to any officer.  Certain officers 
of the Trust are affiliated with the Investment Adviser.  
    During the six months ended November 30, 1994, the Fund paid legal fees of 
$3,500 to Baker & Botts. A partner with Baker & Bolts was an officer of the 
Trust.

                                       7
<PAGE>   59
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
                                   UNAUDITED

Continued

NOTE C-PLAN OF DISTRIBUTION
                                                                  
Pursuant to Rule 12b-1 under the Investment Company Act of 1940, the Fund is 
authorized to finance activities related to the distribution of its shares. 
The distribution plan complies with the regulations covering maximum sales 
charges assessed by mutual funds distributed through securities dealers     
that are NASD members. The plan permits the Fund to make payments to 
John Hancock Funds, Inc. (the "Distributor"), an affiliate of the Investment 
Adviser and principal underwriter of the Fund, of up to 0.15% annually of 
average daily net assets for certain distribution costs such as service fees  
paid to dealers, production and distribution of prospectuses to prospective 
investors, services provided to new and existing shareholders and other 
distribution related activities. During the six months ended November 30, 1994, 
the Fund paid no expenditures pursuant to this plan.

<TABLE>
NOTE D- SHARE AND RELATED TRANSACTIONS 
A summary of share transactions follows:

<CAPTION>
                                                             SIX MONTHS ENDED                   YEAR ENDED
                                                             NOVEMBER 30, 1994                 MAY 31, 1994
                                                        ---------------------------    ---------------------------
                                                           SHARES         DOLLARS         SHARES         DOLLARS
                                                        ------------   ------------    ------------   ------------
<S>                                                     <C>            <C>             <C>            <C>
Shares sold . . . . . . . . . . . . . . . . . . . . .    157,625,458   $157,625,458     447,900,058   $447,900,058
Shares issued in reinvestment of distributions  . . .      1,240,996      1,240,996       1,376,895      1,376,895
Shares redeemed . . . . . . . . . . . . . . . . . . .   (148,982,988)  (148,982,988)   (477,975,886)  (477,975,886)
                                                        ------------   ------------    ------------   ------------
Net increase (decrease) in shares outstanding . . . .      9,883,466   $  9,883,466     (28,698,933)  $(28,698,933)
                                                        ============   ============    ============   ============   
</TABLE>

At November 30, 1994, net assets were comprised of $104,291,013 in capital
paid-in, representing 104,291,013 shares outstanding (unlimited shares
authorized).

                                                     8
<PAGE>   60
[LOGO] ERNST & YOUNG LLP 
                             - One Houston Center         - Phone:  713 750 1500
                               Suite 2400                   Fax:    713 750 1501
                               1221 McKinney Street
                               Houston, Texas 77010-2007



                        REPORT OF INDEPENDENT AUDITORS
         
         
         
         
Shareholders and Board of Trustees
John Hancock U.S. Government Cash Reserve,
a series of John Hancock Current Interest


We have audited the accompanying statement of net assets of John 
Hancock U.S. Government Cash Reserve, formerly Transamerica U.S. 
Government Cash Reserve, a series of John Hancock Current Interest, 
formerly Transamerica Current Interest, as of May 31, 1994, and the 
related statement of operations for the year then ended, the statements 
of changes in net assets for each of the two years in the period then 
ended, and the financial highlights for each of the periods indicated 
therein. These financial statements and financial highlights are the 
responsibility of the Fund's management. Our responsibility is to 
express an opinion on these financial statements and financial 
highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
and financial highlights are free of material misstatement. An audit 
includes examining, on a test basis, evidence supporting the amounts 
and disclosures in the financial statements. Our procedures included 
confirmation of securities owned as of May 31, 1994, by correspondence 
with the custodian and brokers. An audit also includes assessing the 
accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audits provide a reasonable basis for 
our opinion.

In our opinion, the financial statements and financial highlights 
referred to above present fairly, in all material respects, the 
financial position of John Hancock U.S. Government Cash Reserve, a 
series of John Hancock Current Interest at May 31, 1994, the results of 
its operations for the year then ended, the changes in its net assets 
for each of the two years in the period then ended, and the financial 
highlights for each of the indicated periods, in conformity with 
generally accepted accounting principles.





                                            ERNST & YOUNG LLP



June 27, 1994
<PAGE>   61
                                                         ---------------- 
JOHN HANCOCK FUNDS SHAREHOLDER SERVICES                     BULK RATE     
P.O. BOX 9656                                               US POSTAGE    
PROVIDENCE, RI  02940-9656                                    PAID          0303
                                                          PERMIT NO. 6011 
                                                          HOUSTON, TEXAS  
                                                         ---------------- 
                                                                         




[LOGO] JOHN HANCOCK FUNDS


JOHN HANCOCK
U.S. GOVERMENT
CASH RESERVE





SEMIANNUAL REPORT
November 30, 1994


For The Investor
Seeking Current Income,
Capital Preservation
And Liquidity.





JOHN HANCOCK FUNDS
<PAGE>   62



                         JOHN HANCOCK CURRENT INTEREST

                                    PART C.

                               OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

    (a)  Financial Statements included in the Registration Statement:

    John Hancock U.S. Government Cash Reserve

    Statement of Assets and Liabilities as of May 31, 1994.
    Statement of Operations of the year ended May 31, 1994.
    Statement of changes in Net Asset for each of the two years ended May 31.
    Notes to Financial Statements.
    Financial Highlights for each of the 10 years ended May 31, 1994.
    Auditors' Report Schedule of Investments as of May 31, 1994.

    Statement of Assets and Liabilities as of November 30, 1994 (unaudited).
    Statement of Operations of the year ended November 30, 1994 (unaudited).
    Statement of changes in Net Asset for each of the two years ended
    November 30, 1994 (unaudited).
    Notes to Financial Statements.
    Financial Highlights for each of the 10 years ended November 30, 1994 
    (unaudited).
    Schedule of Investments as of November 30, 1994 (unaudited).

    (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 the Registrant.

<TABLE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES

        As of April 6, 1995, the number of record holders of shares of
Registrant was as follows:

<CAPTION>
         TITLE OF CLASS                NUMBER OF RECORD HOLDERS
         --------------                ------------------------
    <S>                                 <C>
    U.S. Government Cash Reserve        7,109
</TABLE>

                                     C-1
<PAGE>   63

ITEM 27.  INDEMNIFICATION

        (a) Indemnification provisions relating to the Registrant's Trustees,
officers, employees and agents is set forth in Article VII of the Registrant's
By Laws included as Exhibit 2 herein.

        (b)  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.

        Section 9(a) of the By-Laws of John Hancock Mutual Life Insurance
Company ("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 not to be
entitled to indemnification.

        Article IX of the respective By-Laws of John Hancock Funds and John
Hancock Advisers, Inc. ("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 a director, officer, 
employee or agent of the Corporation, or 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 a person."

                                     C-2
<PAGE>   64

Insofar as indemnification for liabilities under the Securities Act of 1933
(the "Act") may be permitted to Trustees, officers and controlling persons  of
the Registrant pursuant to the  Registrant's Declaration of Trust and By-Laws
of John Hancock Funds, the Adviser, or the Insurance Company or otherwise, the
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, the 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.


ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
         -----------------------------------------------------

        For information as to the business, profession, vocation or employment
of a substantial nature of each of the officers and Directors of the Adviser,
reference is made to Forms ADV (801- 8124) filed under the Investment Advisers
Act of 1940, which is incorporated herein 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 Fund, John Hancock Capital Growth Fund,
John Hancock Current Interest, John Hancock Series, Inc., John Hancock Tax-
Free Bond Fund, John Hancock California Tax-Free Income Fund, John Hancock
Capital Series, John Hancock Limited Term Government Fund, John Hancock
Tax-Exempt Income Fund, John Hancock Sovereign Investors Fund, Inc., John
Hancock Cash Management Fund, John Hancock Special Equities Fund, John Hancock
Sovereign Bond Fund, John Hancock Tax-Exempt Series, John Hancock Strategic
Series, John Hancock Technology Series, Inc., John Hancock World Fund, John
Hancock Investment Trust, John Hancock Institutional Series Trust, Freedom      
Investment Trust, Freedom Investment Trust II and Freedom Investment Trust III.

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

                                     C-3
<PAGE>   65

<TABLE>
<CAPTION>
NAME AND PRINCIPAL              POSITIONS AND OFFICES       POSITIONS AND OFFICES
- ------------------              ---------------------       ---------------------
 BUSINESS ADDRESS                 WITH UNDERWRITER            WITH REGISTRANT
 ----------------                 ----------------            ---------------
<S>                             <C>                         <C>
Edward J. Boudreau, Jr.             Chairman                     Chairman
101 Huntington Avenue
Boston, Massachusetts

Robert H. Watts                  Director and Senior                None
John Hancock Place                 Vice President
P.O. Box 111
Boston, Massachusetts

C. Troy Shaver, Jr.                  President, Chief               None
101 Huntington Avenue            Executive Officer and
Boston, Massachusetts                   Director

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

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

Thomas H. Drohan                  Senior Vice President     Senior Vice President and
101 Huntington Avenue                                            Secretary
Boston, Massachusetts                         

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

David A. King                     Senior Vice President             None
101 Huntington Avenue     
Boston, Massachusetts

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

                                    C-4
<PAGE>   66

<TABLE>
<CAPTION>
NAME AND PRINCIPAL         POSITIONS AND OFFICES            POSITIONS AND OFFICES
- ------------------         ---------------------            ---------------------
 BUSINESS ADDRESS            WITH UNDERWRITER                 WITH REGISTRANT
 ----------------            ----------------                 ---------------
<S>                         <C>                             <C>
William S. Nichols          Senior Vice President                  None
101 Huntington Avenue         
Boston, Massachusetts         
                              
John A. Morin                    Vice President                 Vice President
101 Huntington Avenue         
Boston, Massachusetts         
                              
Susan S. Newton               Vice President and                Vice President,
101 Huntington Avenue             Secretary                   Assistant Secretary
Boston, Massachusetts                                       and Compliance Officer
                              
Christopher M. Meyer              Treasurer                        None
101 Huntington Avenue         
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         
                              
John Goldsmith                    Director                         None
John Hancock Place            
P.O. Box 111                  
Boston, Massachusetts         
</TABLE>                      

                                      C-5
<PAGE>   67

<TABLE>
<S>                        <C>                          <C>
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 Aborn                      Director              None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Hugh A. Dunlap, Jr.               Director              None
101 Huntington Avenue
Boston, Massachusetts

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

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

ITEM 31.  MANAGEMENT SERVICES
          -------------------

     Not applicable.

ITEM 32.  UNDERTAKINGS
          ------------

     (a) Not applicable

                                      C-6
<PAGE>   68

     (b) Not applicable

     (c) The 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.

     (d) The Registrant undertakes to comply with Section 16(c) of the
     Investment Company Act of 1940, as amended which relates to the assistance
     to be rendered to shareholders by the Trustees of the Registrant in
     calling a meeting of shareholders for the purpose of voting upon the
     question of the removal of a trustee.




                                      C-7
<PAGE>   69

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and 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
8th day of May, 1995.

                                       JOHN HANCOCK CURRENT INTEREST


                                       By:       *
                                           ----------------------------
                                           Edward J. Boudreau, Jr.
                                           Chairman and Chief Executive
                                            Officer
<TABLE>
        Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<CAPTION>
      SIGNATURE                         TITLE                       DATE
      ---------                         -----                       ----
<S>                             <C>                                 <C>
         *                      Chairman and Chief Executive
- ------------------------        Officer (Principal Executive
Edward J. Boudreau, Jr.         Officer)


/s/James B. Little
- ------------------------
James B. Little                 Senior Vice President and Chief     May 8, 1995
                                Financial Officer (Principal
                                Financial and Accounting Officer)


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


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


         *                      Trustee
- ------------------------
Charles L. Ladner
</TABLE>


                                      C-8
<PAGE>   70

<TABLE>
<CAPTION>
      SIGNATURE                  TITLE                       DATE
      ---------                  -----                       ----
<S>                             <C>                        <C>
          *                     Trustee
- ------------------------
Leo E. Linbeck, Jr.

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


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


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


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




*By:  /s/Thomas H. Drohan                                  May 8, 1995
      -------------------
      Thomas H. Drohan,
      Attorney-in-Fact
</TABLE>




                                      C-9
<PAGE>   71

                               POWER OF ATTORNEY



         The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.

         IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 13th day of December, 1994.


                                   /s/William H. Cunningham 
                              ___________________________________
                                      William H. Cunningham





<PAGE>   72

                               POWER OF ATTORNEY



         The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.

         IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.


                                       /s/Norman H. Smith 
                                  _____________________________
                                          Norman H. Smith





<PAGE>   73

                               POWER OF ATTORNEY



         The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.

         IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.


                                      /s/James F. Carlin
                                ________________________________
                                         James F. Carlin





<PAGE>   74


                               POWER OF ATTORNEY



         The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.

         IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.


                                      /s/Charles L. Ladner 
                                _________________________________
                                         Charles L. Ladner
  




<PAGE>   75

                               POWER OF ATTORNEY



         The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.

         IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.


                                        /s/John P. Toolan
                                 ________________________________
                                           John P. Toolan





<PAGE>   76



                               POWER OF ATTORNEY



         The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.

         IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.


                                      /s/Steven R. Pruchansky
                                  ________________________________
                                         Steven R. Pruchansky





<PAGE>   77



                               POWER OF ATTORNEY



         The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.

         IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.


                                      /s/ Leo E. Linbeck, Jr.
                                  ________________________________
                                          Leo E. Linbeck, Jr.





<PAGE>   78



                               POWER OF ATTORNEY



         The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.

         IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.


                                      /s/ Patricia P. McCarter
                                  ________________________________
                                          Patricia P. McCarter





<PAGE>   79



                               POWER OF ATTORNEY



         The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.

         IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.


                                      /s/ Edward J. Boudreau, Jr.
                                  ____________________________________
                                          Edward J. Boudreau, Jr.




<PAGE>   80




                        JOHN HANCOCK CURRENT INTEREST
                                      
                              (File No. 2-50931)
                                      
                              INDEX TO EXHIBITS
                                      
                                      
         (1)  (a)  Declaration of Trust.*
              (b)  Amendment to Declaration of Trust.*
              (c)  Amendment to Declaration of Trust dated December 16,
                   1994.+

         (2)  Amended Bylaws.+ 

         (3)  Not Applicable.

         (4)  Specimen Share Certificates for Class A Shares and Class B
              Shares.**

         (5)  (a)  Investment Advisory Agreement between John Hancock
                   Advisers, Inc. and the Registrant on behalf of U.S.
                   Government Cash Reserve Fund.+ 
              (b)  Amended and Restated Administrative Services Agreement
                   among Transamerica Funds Management Company,
                   Transamerica Funds Distributor, Inc. and the Registrant
                   on behalf of U.S. Government Cash Reserve Fund.+ 

         (6)  (a)  Distribution Agreement between John Hancock Broker
                   Distribution Services, Inc. and the Registrant. 
              (b)  Form of Soliciting Dealer Agreement between John Hancock
                   Funds, Inc. and the John Hancock funds. 
              (c)  Form of Financial Institution Sales and Service
                   Agreement between John Hancock Funds, Inc. and the John
                   Hancock funds.+ 

         (7)  Not Applicable.

         (8)  Master Custodian Agreement between the John Hancock funds and
              Investors Bank & Trust Company.+ 

         (9)  Transfer Agency Agreement between John Hancock Investor
              Services Corporation and the John Hancock funds.+ 

        (10)  Opinion and consent of counsel.***

        (11)  Consent of Independent Auditors.+ 

        (12)  Not Applicable.

        (13)  Not Applicable.

        (14)  Not Applicable.
<PAGE>   81




        (15)  Rule 12b-1 Plan for Class A Shares.+ 
              (i)  U.S. Government Cash Reserves Fund

        (16)  Schedule for computation of each performance quotation
              provided in the Registration Statement in response to
              Item 22.*


        (27)  Financial Data Schedule.+ 

        _______________________

        *     Previously filed with Registration Statement and/or post-
              effective amendments and incorporated by reference herein. 

        **    To be filed by post-effective amendment.

        ***   Filed with the Securities and Exchange Commission on
              February 23, 1995, pursuant to Rule 24f-2 and incorporated
              herein by reference.

        +     Filed herewith.


<PAGE>   1
                                                                  Exhibit 99.1c

                        TRANSAMERICA CURRENT INTEREST

                    AMENDMENT TO THE DECLARATION OF TRUST


        AMENDMENT TO DECLARATION OF TRUST TO: (1) change the name of the Trust;
and (2) change the name of Transamerica U.S. Government Cash Reserve, the only
presently outstanding series of shares of the Trust.


                                      I.


        Pursuant to Article XI, Section 11.3(a) of the Declaration of Trust,
each of the undersigned  hereby executes this instrument in connection with a
change in the name of the Trust and for that purpose adopts the following
resolution:

        RESOLVED, that pursuant to Article XI, Section 11.3 of the Declaration
of Trust, the name of the Trust is hereby changed to "John Hancock Current
Interest"



                                     II.



        Pursuant to Article VI, Section 6.9 and Article XI, Section 11.3 of the
Declaration of Trust, each of the undersigned hereby executes this Government
Cash Reserve, the only presently outstanding series of shares of the Trust, and
for that purpose adopts the following resolution:

        RESOLVED, that pursuant to Article VI, Section 6.9 and Article XI,
Section 11.3 of the Declaration of Trust, the name of Transamerica U.S.
Government Cash Reserve, the only presently outstanding series of shares of
said Trust, is thereby changed to "John Hancock U.S. Government Cash Reserve."
<PAGE>   2
        IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment to be executed this 16th day of December, 1994.


- ------------------------------------            --------------------------------
R. Trent Campbell, as Trustee                   Thomas B. McDade, as Trustee
5005 Riverway, Ste #240                         5276 Cedar Creek
Houston, TX  77027                              Houston, TX 77056


- ------------------------------------            --------------------------------
Mrs. Lloyd Bentsen, as Trustee                  Leo Linbeck, Jr. as Trustee
1810 Kalorama Square, N.W.                      P.O. Box 22500
Washington, D.C.  20008                         Houston , TX  77027


- ------------------------------------            --------------------------------
William H. Cunningham, as Trustee               Thomas M. Simmons, as Trustee
601 Colorado Street                             1000 Louisiana Street
O. Henry Hall                                   Houston, TX  77002
Austin, TX  78701


- ------------------------------------            
Thomas R. Powers, Trustee
210 Hedwig
Houston, TX  77024




<PAGE>   1
                                                                  Exhibit 99.B2



                                    BY-LAWS

                                       OF

                       JOHN HANCOCK CURRENT INTEREST FUND

                                   ARTICLE I

                                  DEFINITIONS


     All capitalized terms have the respective meanings given them in the
Declaration of Trust of John Hancock Current Interest Fund, as amended or
restated from time to time.


                                   ARTICLE II

                                    OFFICES

     Section 1.  Principal Office.  Until changed by the Trustees, the principal
office of the Trust shall be in Boston, Massachusetts.

     Section 2.  Other Offices. The Trust may have offices in such other places
without as well as within The Commonwealth of Massachusetts as the Trustees may
from time to time determine.


                                  ARTICLE III

                                  SHAREHOLDERS

     Section 1.  Meetings.  Meetings of the Shareholders of the Trust or a
Series or Class thereof shall be held as provided in the Declaration of Trust at
such place within or without The Commonwealth of Massachusetts as the Trustees
shall designate. The holders of a majority the Outstanding Shares of the Trust
or a Series or Class thereof present in person or by proxy and entitled to vote
shall constitute a quorum at any meeting of the Shareholders of the Trust or a
Series or Class thereof.

     Section 2.  Notice of Meetings.  Notice of all meetings of the
Shareholders, stating the time, place and purposes of the meeting, shall be
given by the Trustees by mail or telegraphic means to each Shareholder at his
address as recorded on the register of the Trust mailed at least (10) days and
not more than sixty (60) days before the meeting, provided, however, that notice
of a meeting need not be given to a Shareholder to whom such
<PAGE>   2





notice need not be given under the proxy rules of the Commission under the 1940
Act and the Securities Exchange Act of 1934, as amended.  Only the business
stated in the notice of the meeting shall be considered at such meeting.  Any
adjourned meeting may be held as adjourned without further notice.  No notice
need be given to any Shareholder who shall have failed to inform the Trust of
his current address or if a written waiver of notice, executed before or after
the meeting by the Shareholder or his attorney thereunto authorized, is filed
with the records of the meeting.

     Section 3.  Record Date for Meetings and Other Purposes.  For the purpose
of determining the Shareholders who are entitled to notice of and to vote at any
meeting, or to participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer books for such
period, not exceeding thirty (30) days, as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date not more than
sixty (60) days prior to the date of any meeting of Shareholders or distribution
or other action as a record date for the determination of the persons to be
treated as Shareholders of record for such purposes.

     Section 4.  Proxies.  At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken.  A
proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting or telegraphic transmission) by the
shareholder or the shareholder's attorney-in-fact.  Proxies may be solicited in
the name of one or more Trustees or one or more of the officers of the Trust.
Only Shareholders of record shall be entitled to vote. When any Share is held
jointly by several persons, any one of them may vote at any meeting in person or
by proxy in respect of such Share, but if more than one of them shall be present
at such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Share.  A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise,
and the burden of proving invalidity shall rest on the challenger.  If the
holder of any such Share is a minor or a person of unsound mind, and subject to
guardianship or the legal control of any other person as regards the charge or
management of such Share, he may vote by his guardian or such other person
appointed or having such control, and such vote may be given in person or by
proxy.





                                      -2-
<PAGE>   3





     Section 5.  Inspection of Records.  The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted shareholders of
a Massachusetts business corporation.

     Section 6.  Action without Meeting.  Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Outstanding Shares
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law) consent to the action in writing and the written consents are
filed with the records of the meetings of Shareholders.  Such consents shall be
treated for all purposes as a vote taken at a meeting of Shareholders.


                                   ARTICLE IV

                                    TRUSTEES

     Section 1.  Meetings of the Trustees.  The Trustees may in their discretion
provide for regular or stated meetings of the Trustees.  Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the President, the Chairman
or by any one of the Trustees, at the time being in office.  Notice of the time
and place of each meeting other than regular or stated meetings shall be given
by the Secretary or an Assistant Secretary or by the officer or Trustee calling
the meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be given by telephone, cable or wireless to each Trustee at
his business address, or personally delivered to him at least one day before the
meeting.  Such notice may, however, be waived by any Trustee.  Notice of a
meeting need not be given to any Trustee if a written waiver of notice, executed
by him before or after the meeting, is filed with the records of the meeting, or
to any Trustee who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him.  A notice or waiver of notice need
not specify the purpose of any meeting.  The Trustees may meet by means of a
telephone conference circuit or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time and participation by such means shall be deemed to have been held at a
place designated by the Trustees at the meeting. Participation in a telephone
conference meeting shall constitute presence in person at such meeting.  Any
action required or permitted to be taken at any meeting of the Trustees may be
taken by the Trustees without a meeting if a majority of the Trustees consent to
the action in writing and the written consents are filed with the records of the
Trustees' meetings.  Such consents shall be treated as a vote for all purposes.




                                      -3-
<PAGE>   4





     Section 2.  Quorum and Manner of Acting.  A majority of the Trustees shall
be present in person at any regular or special meeting of the Trustees in order
to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Declaration of Trust or these By-laws)
the act of a majority of the Trustees present at any such meeting, at which a
quorum is present, shall be the act of the Trustees.  In the absence of a
quorum, a majority of the Trustees present may adjourn the meeting from time to
time until a quorum shall be present.  Notice of an adjourned meeting need not
be given.


                                   ARTICLE V

                                   COMMITTEES

     Section 1.  Executive and Other Committees.  The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than two (2) members to hold office at the
pleasure of the Trustees, which shall have the power to conduct the current and
ordinary business of the Trust while the Trustees are not in session, including
the purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of the Trust or a Series thereof, and such
other powers of the Trustees as the Trustees may, from time to time, delegate to
them except those powers which by law, the Declaration of Trust or these By-laws
they are prohibited from delegating.  The Trustees may also elect from their own
number other Committees from time to time; the number composing such Committees,
the powers conferred upon the same (subject to the same limitations as with
respect to the Executive Committee) and the term of membership on such
Committees to be determined by the Trustees.  The Trustees may designate a
chairman of any such Committee.  In the absence of such designation the
Committee may elect its own Chairman.

     Section 2.  Advisory Committee.  The Trustees may appoint an advisory
committee which shall be composed of persons who do not serve the Trust in any
other capacity and which shall have advisory functions with respect to the
investments of the Trust but which shall have no power to determine that any
security or other investments shall be purchased, sold or otherwise disposed of
by the Trust.  The number of persons constituting any such advisory committee
may receive compensation for their services and may be allowed such fees and
expenses for the attendance at such meeting as the Trustees may from time to
time determine to be appropriate.





                                      -4-
<PAGE>   5





     Section 3.  Meetings, Quorum and Manner of Acting.  The Trustees may (1)
provide for stated meetings of any Committee, (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.

     The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be recorded in a
book designated for that purpose and kept in the office of the Trust.


                                   ARTICLE VI

                                    OFFICERS

     Section 1.  General Provisions.  The officers of the Trust shall be
Chairman, a President, a Treasurer and a Secretary, who shall be elected by the
Trustees. The Trustees may elect or appoint such other officers or agents as the
business of the Trust may require, including one or more Vice Presidents, one or
more Assistant Secretaries, and one or more Assistant Treasurers.  The Trustees
may delegate to any officer or committee the power to appoint any subordinate
officers or agents.

     Section 2.  Term of Office and Qualifications.  Except as otherwise
provided by law, the Declaration of Trust or these By- laws, the President, the
Treasurer, the Secretary and any other officer shall each hold office at the
pleasure of the Board of Trustees or until his successor shall have been duly
elected and qualified.  The Secretary and the Treasurer may be the same person.
A Vice President and the Treasurer or a Vice President and the Secretary may be
the same person, but the offices of Vice President, Secretary and Treasurer
shall not be held by the same person.  The President shall hold no other office.
Except as above provided, any two offices may be held by the same person. Any
officer may be but none need be a Trustee or Shareholder.

     Section 3.  Removal.  The Trustees, at any regular or special meeting of
the Trustees, may remove any officer with or without cause, by a vote of a
majority of the Trustees then in office. Any officer or agent appointed by an
officer or committee may be removed with or without cause by such appointing
officer or committee.



                                      -5-
<PAGE>   6





     Section 4.  Powers and Duties of the Chairman.  The Trustees may, but need
not, appoint from among their number a Chairman and chief executive officer.
When present he shall preside at the meetings of the Shareholders and of the
Trustees.  He may call meetings of the Trustees and of any committee thereof
whenever he deems it necessary.  He shall be an executive officer of the Trust
and shall have, with the President, general supervision over the business and
policies of the Trust, subject to the limitations imposed upon the President, as
provided in Section 5 of this Article VI.  The Chairman shall have the authority
to appoint officers of the Trust.

     Section 5.  Powers and Duties of the Vice Chairman.  The Trustees may, but
need not, appoint a Vice Chairman of the Trust. The Vice Chairman may, but need
not, be a Trustee.  The Vice Chairman shall have such powers and duties as the
Trustees shall determine from time to time.  In the absence of any such
determination, the Vice Chairman shall have the same powers as a vice president.

     Section 6.  Powers and Duties of the President.  The President may call
meetings of the Trustees and of any Committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders.  Subject to the control
of the Trustees and to the control of any Committees of the Trustees, within
their respective spheres, as provided by the Trustees, he shall at all times
exercise a general supervision and direction over the affairs of the Trust.  He
shall have the power to employ attorneys and counsel for the Trust or any Series
or Class thereof and to employ such subordinate officers, agents, clerks and
employees as he may find necessary to transact the business of the Trust or any
Series or Class thereof.  He shall also have the power to grant, issue, execute
or sign such powers of attorney, proxies or other documents as may be deemed
advisable or necessary in furtherance of the interests of the Trust or any
Series thereof.  The President shall have such other powers and duties, as from
time to time may be conferred upon or assigned to him by the Trustees.

     Section 7.  Powers and Duties of Vice Presidents.  In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees, shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees.  Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.





                                      -6-
<PAGE>   7





     Section 8.  Powers and Duties of the Treasurer.  The Treasurer shall be the
principal financial and accounting officer of the Trust.  He shall deliver all
funds of the Trust or any Series or Class thereof which may come into his hands
to such Custodian as the Trustees may employ.  He shall render a statement of
condition of the finances of the Trust or any Series or Class thereof to the
Trustees as often as they shall require the same and he shall in general perform
all the duties incident to the office of a Treasurer and such other duties as
from time to time may be assigned to him by the Trustees.  The Treasurer shall
give a bond for the faithful discharge of his duties, if required so to do by
the Trustees, in such sum and with such surety or sureties as the Trustees shall
require.

     Section 9.  Powers and Duties of the Secretary.  The Secretary shall keep
the minutes of all meetings of the Trustees and of the Shareholders in proper
books provided for that purpose; he shall have custody of the seal of the Trust;
he shall have charge of the Share transfer books, lists and records unless the
same are in the charge of a transfer agent.  He shall attend to the giving and
serving of all notices by the Trust in accordance with the provisions of these
By-laws and as required by law; and subject to these By-laws, he shall in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Trustees.

     Section 10.  Powers and Duties of Assistant Officers.  In the absence or
disability of the Treasurer, any officer designated by the Trustees shall
perform all the duties, and may exercise any of the powers, of the Treasurer.
Each officer shall perform such other duties as from time to time may be
assigned to him by the Trustees.  Each officer performing the duties and
exercising the powers of the Treasurer, if any, and any Assistant Treasurer,
shall give a bond for the faithful discharge of his duties, if required so to do
by the Trustees, in such sum and with such surety or sureties as the Trustees
shall require.

     Section 11.  Powers and Duties of Assistant Secretaries.  In the absence or
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary.  Each Assistant Secretary shall perform such other duties as from
time to time may be assigned to him by the Trustees.

     Section 12.  Compensation of Officers and Trustees and Members of the
Advisory Board.  Subject to any applicable provisions of the Declaration of
Trust, the compensation of the officers and Trustees and members of an advisory
board shall be fixed from time to time by the Trustees or, in the case of
officers, by any Committee or officer upon whom such power may be



                                      -7-
<PAGE>   8





conferred by the Trustees.  No officer shall be prevented from receiving such
compensation as such officer by reason of the fact that he is also a Trustee.


                                  ARTICLE VII

                                INDEMNIFICATIONS

     Section 1.  No Personal Liability of Shareholders, Trustees, Etc.  No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust or any Series thereof. No Trustee, officer, employee or agent of the Trust
or any Series thereof shall be subject to any personal liability whatsoever to
any Person, other than to the Trust or its Shareholders, in connection with
Trust Property or the affairs of the Trust, save only that arising from bad
faith, willful misfeasance, gross negligence or reckless disregard of his duties
with respect to such Person; and all such Persons shall look solely to the Trust
Property, or to the Property of one or more specific Series of the Trust if the
claim arises from the conduct of such Trustee, officer, employee or agent with
respect to only such Series, for satisfaction of claims of any nature arising in
connection with the affairs of the Trust.  If any Shareholder, Trustee, officer,
employee, or agent, as such, of the Trust or any Series thereof, is made a party
to any suit or proceeding to enforce any such liability of the Trust or any
Series thereof, he shall not, on account thereof, be held to any personal
liability.  The Trust shall indemnify and hold each Shareholder harmless from
and against all claims and liabilities, to which such Shareholder may become
subject by reason of his being or having been a Shareholder, and shall reimburse
such Shareholder or former Shareholder (or his or her heirs, executors,
administrators or other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) out of the Trust
Property for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability. The indemnification and
reimbursement required by the preceding sentence shall be made only out of
assets of the one or more Series whose Shares were held by said Shareholder at
the time the act or event occurred which gave rise to the claim against or
liability of said Shareholder. The rights accruing to a Shareholder under this
Section 1 of Article VII shall not impair any other right to which such
shareholder may be lawfully entitled, nor shall anything herein contained
restrict the right of the Trust or any Series thereof to indemnify or reimburse
a shareholder in any appropriate situation even though not specifically provided
herein.




                                      -8-
<PAGE>   9





     Section 2.  Non-Liability of Trustees, Etc.  No Trustee, officer, employee
or agent of the Trust or any Series thereof shall be liable to the Trust, its
Shareholders, or to any Shareholder, Trustee, officer, employee, or agent
thereof for any action or failure to act (including without limitation the
failure to compel in any way any former or acting Trustee to redress any breach
of trust) except for his own bad faith, willful misfeasance, gross negligence or
reckless disregard of the duties involved in the conduct of his office.

     Section 3.  Mandatory Indemnification.  (a) Subject to the exceptions and
limitations contained in paragraph (b) below:

            (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;
        
           (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.
        
     (b)  No indemnification shall be provided hereunder 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;





                                      -9-
<PAGE>   10





          (iii)  in the event of a settlement or other disposition not involving
     a final adjudication as provided in paragraph (b)(ii) 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:

               (A)  by the court or other body approving the settlement or other
          disposition;

               (B)  based upon a review of readily available facts (as opposed
          to a full trial-type inquiry) by (x) vote of a majority of the
          Non-interested Trustees acting on the matter (provided that a majority
          of the Non-interested Trustees then in office act on the matter) or
          (y) written opinion of independent legal counsel; or

               (C)  a vote of a majority of the Shares outstanding and entitled 
          to vote (excluding shares owned of record or beneficially by such
          individual).
        
     (c)  The rights of indemnification herein provided 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.

     (d)  Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of this
Section 3 of Article VII may be advanced by the Trust or a Series thereof prior
to final disposition thereof upon receipt of an undertaking by or on behalf of
the recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 3, 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



                                      -10-
<PAGE>   11





     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.

     As used in this Section 3 of Article VII, a "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.

     Section 4.  No Bond Required of Trustees.  No Trustee shall be obligated to
give any bond or other security for the performance of any of his duties
hereunder.

     Section 5.  No Duty of Investigation; Notice in Trust Instruments, Etc.  No
purchaser, lender, transfer agent or other Person dealing with the Trustees or
any officer, employee or agent of the Trust or a Series thereof shall be bound
to make any inquiry concerning the validity of any transaction purporting to be
made by the Trustees or by said officer, employee or agent or be liable for the
application of money or property paid, loaned, or delivered to or on the order
of the Trustees or of said officer, employee or agent.  Every obligation,
contract, instrument, certificate, Share, other security of the Trust or a
Series thereof or undertaking, and every other act or thing whatsoever executed
in connection with the Trust shall be conclusively presumed to have been
executed or done by the executors thereof only in their capacity as Trustees
under this Declaration or in their capacity as officers, employees or agents of
the Trust or a Series thereof.  Every written obligation, contract, instrument,
certificate, Share, other security of the Trust or a Series thereof or
undertaking made or issued by the Trustees may recite that the same is executed
or made by them not individually, but as Trustees under the Declaration, and
that the obligations of the Trust or a Series thereof under any such instrument
are not binding upon any of the Trustees or Shareholders individually, but bind
only the Trust Property or the Trust Property of the applicable Series, and may
contain any further recital which they may deem appropriate, but the omission of
such recital shall not operate to bind the Trustees individually.  The Trustees
shall at all times maintain insurance for the protection of the Trust Property
or the Trust Property of the applicable Series, its Shareholders, Trustees,
officers, employees and agents in such amount as the Trustees shall deem
adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.





                                      -11-
<PAGE>   12





     Section 6.  Reliance on Experts, Etc.  Each Trustee, officer or employee of
the Trust or a Series thereof shall, in the performance of his duties, be fully
and completely justified and protected with regard to any act or any failure to
act resulting from reliance in good faith upon the books of account or other
records of the Trust or a Series thereof, upon an opinion of counsel, or upon
reports made to the Trust or a Series thereof by any of its officers or
employees or by the Investment Adviser, the Administrator, the Distributor,
Transfer Agent, selected dealers, accountants, appraisers or other experts or
consultants selected with reasonable care by the Trustees, officers or employees
of the Trust, regardless of whether such counsel or expert may also be a
Trustee.

                                  ARTICLE VIII

                                  FISCAL YEAR

     The fiscal year of the Trust shall begin on the first day of June in each
year and shall end on the last day of May in each year, provided, however, that
the Trustees may from time to time change the fiscal year.  The taxable year of
each Series of the Trust shall be as determined by the Trustees from time to
time.


                                   ARTICLE IX

                                      SEAL

     The Trustees may adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe but the
absence of a seal shall not impair the validity or execution of any document.


                                   ARTICLE X

                       SUFFICIENCY AND WAIVERS OF NOTICE

     Whenever any notice whatever is required to be given by law, the
Declaration of Trust or these By-laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.  A notice shall be deemed to
have been sent by mail, telegraph, cable or wireless for the purposes of these
By- laws when it has been delivered to a representative of any company holding
itself out as capable of sending notice by such means with instructions that it
be so sent.





                                      -12-
<PAGE>   13





                                   ARTICLE XI

                                   AMENDMENTS

     These By-laws may be amended, altered or repealed or new By- laws may be
adopted (a) by a Majority Shareholder Vote (as defined in the Declaration of
Trust), or by the Trustees; provided, however, that no By-Law may be amended,
adopted or repealed by the Trustees if such amendment, adoption or repeal
requires, pursuant to law, the Declaration of Trust or the By-Laws, a vote of
the Shareholders.  The Trustees shall in no event adopt By-Laws which are in
conflict with the Declaration of Trust, and any apparent inconsistency shall be
construed in favor of the related provisions of the Declaration of Trust.


                                 END OF BY-LAWS





                                      -13-

<PAGE>   1
                                                                  Exhibit 99.B5A












               JOHN HANCOCK U.S. GOVERNMENT CASH RESERVE, a series of

                            John Hancock Current Interest




                           Investment Management Contract
















                                                 Dated:  December 22, 1994
<PAGE>   2





               JOHN HANCOCK U.S. GOVERNMENT CASH RESERVE, a series of
                            John Hancock Current Interest

                                Boston, Massachusetts



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



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

         Ladies and Gentlemen:


              John Hancock Current Interest (the "Trust") 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 are classified
         into series, and this agreement relates only to the series of
         shares representing the entire undivided interest in John Hancock
         U.S. Government Cash Reserve (the "Fund"). 

              The Trustees of the Trust (the "Trustees") have 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 you are
         willing to provide such advice, management and services under the
         terms and conditions hereinafter set forth.  Accordingly, the
         Trust agrees with you as follows:

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

              (a)  Declaration of Trust, dated October 3, 1991, 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 Trust and the Fund and
                   approving the form of this Agreement; and

              (d)  Commitments, limitations and undertakings made by the
                   Trust to state securities or "blue sky" authorities for
                   the purpose of qualifying shares of the Fund for sale in
                   such states.  The Trust will furnish you from time to
<PAGE>   3



                   time with copies, properly certified or otherwise
                   authenticated, of all amendments of or supplements to
                   the foregoing, if any.

         2.   INVESTMENT AND MANAGEMENT SERVICES.  You will use your best
         efforts to provide to the Fund continuing and suitable investment
         programs with respect to investments, consistent with the
         investment policies, objectives 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 registration statement of the Fund 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 policies, objectives and
                   restrictions of the Fund, with respect to the purchase,
                   holding and disposition of portfolio securities;

              (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 6 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
                   Trustees and set forth in the Prospectus and Statement
                   of Additional Information of the Fund as in effect from
                   time to time;



                                          2
<PAGE>   4





              (g)  provide office space and 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;

              (h)  from time to time or at any time requested by the
                   Trustees, make reports to the Trust of your 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 and preserve the records required by the
                   Investment Company Act of 1940, as amended (the "1940
                   Act"), to be maintained and preserved by the Trust on
                   behalf of the Fund (you agree that such records are the
                   property of the Trust and will be surrendered to the
                   Trust promptly upon request therefor);

              (j)  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;

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

              (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.

              The Adviser may engage one or more investment advisers which
         are either registered as such or specifically exempt from
         registration under the Investment Advisers Act of 1940, as
         amended, to act as subadvisers to provide with respect to the Fund
         certain services set forth in Section 2 of this Agreement, all as
         shall be set forth in a written contract, which contract shall be
         subject to approval by the vote of a majority of the Trustees of
         the Trust who are not interested persons of the Adviser, the
         subadviser or the Fund, cast in person at a meeting called for the
         purpose of voting on such approval and by the vote of a majority
         of the outstanding voting securities of the Fund and otherwise
         consistent with the terms of the 1940 Act.  Any fee, compensation
         or expense to be paid to any subadviser shall be paid by the
         Adviser, and no obligation to the subadviser shall be incurred on
         the Fund's or Trust's behalf, except as agreed upon by the
         Trustees of the Trust and otherwise consistent with the terms of
         the 1940 Act.





                                          3
<PAGE>   5





         3.   EXPENSES OF THE FUND.  You will pay:

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

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

              (c)  any other expenses incurred by you in connection with
                   the performance of your duties hereunder; and

              (d)  premiums for such insurance as may be agreed upon by you
                   and the Trustees.

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

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

              (b)  without limiting the generality of the foregoing clause
                   (a), the expenses of organizing 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 the shares of the Fund 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
                   you, and of independent advisers, independent
                   contractors, consultants, managers and other
                   unaffiliated agents employed by the Trust or the Fund
                   other than through you;

              (d)  legal, accounting and auditing fees and expenses of the
                   Trust or the Fund;

              (e)  the fees or 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 Trust's
                   or the Fund's assets and payable by the Trust;


                                          4
<PAGE>   6





              (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; and

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

<TABLE>
         5.   COMPENSATION OF THE ADVISER.  For all services to be
         rendered, facilities furnished and expenses paid or assumed by you
         as herein provided, the Fund will pay you monthly, a fee at the
         following annual rates of the Fund's average daily net assets:

<CAPTION>
                   Net Asset Value               Annual Rate
                   ---------------               -----------
                   <S>                             <C>
                   First $500 million              0.50%
                   Next $250 million               0.425%
                   Next $250 million               0.375%
                   Next $500 million               0.35%
                   Next $500 million               0.325%
                   Next $500 million               0.30%
                   Amount over $2.5 billion        0.275%

</TABLE>

              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 a state where the Fund is
         registered to sell shares of common stock, the fee payable to the
         Adviser will be reduced to the extent of such excess and the
         Adviser will make any arrangements necessary to eliminate any
         remaining excess expenses. 

         6.   AVOIDANCE OF INCONSISTENT POSITION.  In connection with
         purchases or sales of portfolio securities for the account of the
         Fund, neither your nor any investment management subsidiary of
         yours, nor any of your or their directors, officers or employees
         will act as principal or agent or receive any commission.  If any
         occasion shall arise in which you advise persons concerning the
         shares of the Trust, you will act solely on your own behalf and
         not in any way on behalf of the Trust or the Fund.

         7.   NO PARTNERSHIP OR JOINT VENTURE.  The Trust, the Fund and you
         are not 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.

         8.   NAME OF THE TRUST AND FUND.  The Trust and the Fund may use
         the name "John Hancock" or any name derived from or similar to the
         name "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 they lawfully


                                          5
<PAGE>   7





         can) cease to use such a name or any other name indicating that
         the Fund is advised by or otherwise connected with you.  The Trust
         acknowledges that it has adopted the name "John Hancock Current
         Interest" and the Fund has adopted the name "John Hancock U.S.
         Government Cash Reserve" 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
         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 John Hancock Mutual Life
         Insurance Company or any subsidiary or affiliate thereof shall be
         the investment adviser.

         9.   LIMITATION OF LIABILITY OF THE ADVISER.  You shall not be
         liable for any error of judgment or mistake of law or for any loss
         suffered by the Trust or the Fund 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 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 or the Fund shall be deemed, when acting
         within the scope of his employment by the Trust or the Fund, to be
         acting in such employment solely for the Trust or the Fund and not
         as your employee or agent.

         10.  DURATION AND TERMINATION OF THIS AGREEMENT.  This Agreement
         shall remain in force until the second anniversary of the date
         upon which this Agreement was executed by the parties hereto, 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 you 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) 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
         Trust or the Fund by vote of a majority of the outstanding voting
         securities of the Fund, by the Trustees or by you.  Termination of
         this Agreement with respect to the Fund shall not be deemed to
         terminate or otherwise invalidate any provisions of any contract
         between you 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 10, the definitions
         contained in Section 2(a) of the 1940 Act (particularly the
         definitions of "assignment," "interested person" and "voting
         security") shall be applied.

         11.  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


                                          6
<PAGE>   8





         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 you or (other than as Trustees)
         of the Trust or 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.

         12.  MISCELLANEOUS.  The captions in this Agreement are included
         for convenience of reference only and in no way define or delimit
         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 names John Hancock Current Interest
         and John Hancock U.S. Government Cash Reserve are the designations
         of the Trustees under the Declaration of Trust, dated October 3,
         1991, as amended from time to time.  The Declaration of Trust and
         all amendments thereto have 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 Trust or the
         Fund, but only the Fund's property shall be bound.  The Fund shall
         not be liable for the obligations of any other series of the
         Trust.


























                                          7
<PAGE>   9





                                  Very truly yours,

                                  JOHN HANCOCK CURRENT INTEREST
                                  on behalf of
                                  John Hancock U.S. Government Cash
                                    Reserve


                                  By:/s/ Thomas M. Simmons
                                     -----------------------------------
                                     Thomas M. Simmons
                                     President

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

         JOHN HANCOCK ADVISERS, INC.


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
































                                          8

<PAGE>   1
                                                                 Exhibit 99.B5B



               AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
               ------------------------------------------------------


              AMENDED AND RESTATED AGREEMENT made as of the 22nd day of
         December, 1994 by and between John Hancock Current Interest, a
         Massachusetts business trust (the "Trust"), in respect of John
         Hancock U.S. Government Cash Reserve (the "Fund"), and
         Transamerica Fund Management Company, a Delaware corporation (the
         "Investment Adviser"), and Transamerica Fund Distributors, Inc., a
         Maryland corporation (the "Distributor"):

              WHEREAS, the Trust is engaged in business as an open-end
         management investment company and is registered as such under the
         Investment Company Act of 1940, as amended (the "Act"); and

              WHEREAS, each of the Investment Adviser and the Distributor
         are registered as an investment adviser under the Investment
         Advisers Act of 1940, and engages in the business of acting as
         Investment Adviser or Distributor and providing certain other
         services to certain investment companies, including the Fund; and

              WHEREAS, each of the Investment Adviser and the Distributor
         are registered as broker dealers under the Securities Exchange Act
         of 1934, as amended, and serves as the principal underwriter of
         the shares of each of the investment companies for which the
         Investment Adviser and the Distributor serve as investment
         advisers; and

              WHEREAS, the Trust desires to retain the Investment Adviser
         and the Distributor to render certain additional services to the
         Fund regarding certain bookkeeping, accounting and administrative
         services (the "Services") in the manner and on the terms and
         conditions hereinafter set forth; and

              WHEREAS, each of the Investment Adviser and the Distributor
         desires to be retained to perform such services on said terms and
         conditions;

              Now, Therefore, this agreement

                                W I T N E S S E T H:

         that in consideration of the premises and the mutual covenants
         hereinafter contained, the Trust and each of the Investment
         Adviser and the Distributor agree as follows:

              1.   The Trust hereby retains each of the Investment Adviser
         and the Distributor, as the case may be, to provide to the Trust:
<PAGE>   2





                   A)   such accounting and bookkeeping services and
              functions as are reasonably necessary for the operation of
              the Fund.  Such services shall include, but shall not be
              limited to, preparation and maintenance of the following
              books, records and other documents:  (1) journals containing
              daily itemized records of all purchases and sales, and
              receipts and deliveries of securities and all receipts and
              disbursements of cash and all other debits and credits, in
              the form required by Rule 31a-1(b)(1) under the Act;
              (2) general and auxiliary ledgers reflecting all asset,
              liability, reserve, capital, income and expense accounts, in
              the form required by Rules 31a-1(b)(2)(i)-(iii) under the
              Act; (3) a securities record or ledger reflecting separately
              for each portfolio security as of trade date all "long" and
              "short" positions carried by the Trust for the account of the
              Fund, if any, and showing the location of all securities long
              and the off-setting position to all securities short, in the
              form required by Rule 31a-1(b)(3) under the Act; (4) a record
              of all portfolio purchases or sales, in the form required by
              Rule 31a-1(b)(6) under the Act; (5) a record of all puts,
              calls, spreads, straddles and all other options, if any, in
              which the Fund has any direct or indirect interest or which
              the Fund has granted or guaranteed, in the form required by
              Rule 31a-1(b)(7) under the Act; (6) a record of the proof of
              money balances in all ledger accounts maintained pursuant to
              this Agreement, in the form required by Rule 31a-1(b)(8)
              under the Act; and (7) price make-up sheets and such records
              as are necessary to reflect the determination of the Fund's
              net asset value.  The foregoing books and records shall be
              maintained by the Investment Adviser in accordance with and
              for the time periods specified by applicable rules and
              regulations, including Rule 31a-2 under the Act.  All such
              books and records shall be the property of the Fund and upon
              request therefor, the Investment Adviser shall surrender to
              the Trust such of the books and records so requested; and
              B) certain administrative services including, but not limited
              to, administrative services to shareholders of the Fund to
              respond to inquiries related to shareholder accounts,
              processing confirmed purchase and redemption transactions,
              processing certain shareholder transactions, and maintaining
              dealer information related to shareholder accounts and
              typesetting and other financial printing services for the
              Trust.

              2.   Each of the Investment Adviser and the Distributor
         shall, at its own expense, maintain such staff and employ or
         retain such personnel and consult with such other persons as it
         shall from time to time determine to be necessary or useful to the
         performance of its obligations under this Agreement.  Without
         limiting the generality of the foregoing, such staff and personnel



                                        -2-
<PAGE>   3





         shall be deemed to include officers of the Investment Adviser, the
         Distributor and persons employed or otherwise retained by the
         Investment Adviser and the Distributor to provide or assist in
         providing of the services to the Fund.

              3.   Each of the Investment Adviser and the Distributor, as
         the case may be, shall provide such office space, facilities and
         equipment (including, but not limited to, telecommunication
         equipment and general office supplies) and such clerical help and
         other services as shall be necessary to provide the services to
         the Fun.  In addition, each of the Investment Adviser and the
         Distributor, as the case may be, may arrange on behalf of the
         Trust and the Fund to obtain:  (1) data processing or other
         services, subject to approval by a majority of the Trust's Board
         of Trustees, as necessary to assist it in providing the Services
         to the Fund, (2) pricing information regarding the Fund's
         investment securities from such company or companies as are
         approved by a majority of the Trust's Board of Trustees and
         (3) computer and telecommunication lines and equipment used to
         provide the aforementioned services to the Fund, subject to
         approval by a majority of the Trust's Board of Trustees and the
         Trust shall be financially responsible to such company or
         companies as aforesaid, for the reasonable cost of such services.

              4.   The Trust will, from time to time, furnish or otherwise
         make available to each of the Investment Adviser and the
         Distributor, as the case may be, such information relating to the
         business and affairs of the Fund as the Investment Adviser and the
         Distributor, as the case may be, may each reasonably require in
         order to discharge its duties and obligations hereunder.

              5.   The Trust shall reimburse the Investment Adviser and the
         Distributor, as the case may be, for:  (1) a portion of the
         compensation, including all benefits, of officers and employees of
         the Investment Adviser and the Distributor, as the case may be,
         based upon the amount of time that such persons actually spend in
         providing or assisting in providing the Services to the Fund
         (including necessary supervision and review); and (2) such other
         direct expenses, including, but not limited to, those listed in
         paragraph 3 above, incurred on behalf of the Fund that are
         associated with the providing of the Services.  In addition the
         Trust will pay the Investment Adviser and the Distributor a per
         account Administrative Fee based on the shareholder service and
         recordkeeping duties performed.  Such fees will be approved by a
         majority of the Trust's Board of Trustees (See Schedule A).  In no
         event, however, shall such reimbursement exceed levels that are
         fair and reasonable in light of the usual and customary charges
         made by others for services of the same nature and quality.
         Compensation under this Agreement shall be calculated and paid
         monthly.



                                        -3-
<PAGE>   4





              6.   The Investment Adviser and the Distributor will each
         permit representatives of the Trust, including the Trust's
         independent auditors, to have reasonable access to the personnel
         and records of the Investment Adviser and the Distributor in order
         to enable such representatives to monitor the quality of services
         being provided and the determination of reimbursements due the
         Investment Adviser and the Distributor pursuant to this Agreement.
         In addition, the Investment Adviser and the Distributor shall
         promptly deliver to the Board of Trustees of the Trust such
         information as may reasonably be requested from time to time to
         permit the Board of Trustees to make an informed determination
         regarding continuation of this Agreement and the payments
         contemplated to be made hereunder.

              7.   The Investment Adviser and the Distributor each will use
         its best efforts in providing the Services, but in the absence of
         willful misfeasance, bad faith, gross negligence or reckless
         disregard of its obligations hereunder, neither the Investment
         Adviser nor the Distributor shall be liable to the Trust or the
         Fund or any of the Fund investors for any error or judgment or
         mistake of law or any act of omission either by the Investment
         Adviser or the Distributor or for any losses sustained by the
         Trust, the Fund or the Fund investors.

              8.   The Investment Adviser and the Distributor each may
         assign all or any part of their respective obligations under this
         Agreement, and any such assignment will not cause this Agreement
         to terminate.  Notwithstanding any such assignment, the Investment
         Adviser and the Distributor shall remain responsible for the
         performance of their respective obligations hereunder.

              9.   This Agreement shall remain in effect until no later
         than December 20, 1996 and from year to year thereafter provided
         such continuance is approved at least annually by the vote of a
         majority of the Trustees of the Trust who are not parties to this
         Agreement or "interested persons" (as defined in the Act) of any
         such party, which vote must be cast in person at a meeting called
         for the purpose of voting on such approval; and further provided,
         however, that (a) the Trust may, at any time and without the
         payment of any penalty, terminate this Agreement upon thirty days
         written notice to the Investment Adviser or the Distributor and
         (b) either the Investment Adviser or the Distributor may terminate
         this Agreement without payment of penalty on sixty days' written
         notice to the Trust.  Any notice under this Agreement shall be
         given in writing, addressed and delivered, or mailed post-paid, to
         the other party at the principal office of such party.

              10.  This Agreement shall be construed in accordance with the
         laws of The Commonwealth of Massachusetts and the applicable
         provisions of the Act.  To the extent the applicable law of The



                                        -4-
<PAGE>   5





         Commonwealth of Massachusetts or any of the provisions herein
         conflict with the applicable provisions of the Act, the latter
         shall control.

              11.  The Trustees have authorized the execution of this
         Agreement in their capacity as Trustees and not individually and
         the Investment Adviser and the Distributor agree that neither the
         shareholders of the Fund nor the Trustees nor any officer,
         employee, representative or agent of the Trust shall be personally
         liable upon, nor shall resort be had to their private property for
         the satisfaction of, obligations given, executed or delivered on
         behalf of or by the Fund; that the shareholders of the Fund, the
         Trustees, officers, employees, representatives and agents of the
         Trust shall not be personally liable hereunder; and that they
         shall look solely to the property of the Trust for the
         satisfaction of any claim hereunder.





































                                        -5-
<PAGE>   6





              IN WITNESS WHEREOF, the parties hereto have executed and
         delivered this Agreement on the day and year first above written.



         TRANSAMERICA FUND MANAGEMENT      JOHN HANCOCK CURRENT INTEREST  
         COMPANY                           on behalf of
                                           John Hancock U.S. Government 
                                             Cash Reserve



         By:/s/ Anne C. Hodsdon            By:/s/ Thomas M. Simmons
            -----------------------           -------------------------
            Anne C. Hodsdon                   Thomas M. Simmons
            President                         President 


         TRANSAMERICA FUND DISTRIBUTORS, INC.



         By:/s/ Thomas H. Drohan
            ---------------------------------
         Name:  Thomas H. Drohan
              -------------------------------
         Title: Secretary
               ------------------------------


























                                        -6-
<PAGE>   7


<TABLE>
                                     Schedule A
                                     ----------

         Reimbursement for shareholder and other activities under
         Section 1.B of the Administrative Services Agreements.

<CAPTION>
                                                                  Reimbursement
                                                                   Amount per
         Fund                                                   Account per Year
         ----                                                   ----------------
         <S>                                                            <C>
         John Hancock Capital Growth Fund                               $4

         John Hancock California Tax-Free Income Fund,
           Class A & Class B                                            $4

         John Hancock Cash Reserve, Inc.                                $3

         John Hancock Tax-Free Bond Fund, Class A &
           Class B                                                      $4

         John Hancock Bond Fund
         ----------------------

             John Hancock Investment Quality Bond Fund                  $4
             John Hancock Government Securities Trust                   $4
             John Hancock U.S. Government Trust                         $4
             John Hancock Intermediate Government Trust                 $4
             John Hancock Adjustable U.S. Government Fund               $4
             John Hancock Adjustable U.S. Government Trust,
               Class A & Class B                                        $4

         John Hancock Investment Trust
         -----------------------------

             John Hancock Growth and Income Fund,
               Class A & Class B                                        $4

         John Hancock Series. Inc.
         -------------------------

             John Hancock Money Market Fund B                           $4
             John Hancock Government Income Fund                        $4
             John Hancock High Yield Tax-Free Fund                      $4
             John Hancock High Yield Bond Fund                          $4
             John Hancock Emerging Growth Fund,
               Class A & Class B                                        $4
             John Hancock Global Resources Fund                         $4

         John Hancock Current Interest
         -----------------------------

             John Hancock U.S. Government Cash Reserve                  $3


</TABLE>



                                        -7-
<PAGE>   8





         Additional Duties to be Performed Under Section 1.B of the
         Administrative Services Agreement:

         In addition to responding to inquiries related to shareholder
         accounts, Transamerica Fund Management Co. ("TFMC") or
         Transamerica Fund Distributors, Inc. ("TFD"), as the case may be,
         will also process shareholder telephone requests for exchanges,
         Fed wire purchases and telephone redemptions.  TFMC and TFD, as
         the case may be, will also process shareholder wire order
         purchases and redemption requests placed through dealers.  In
         addition, TFMC and TFD, as the case may be, will maintain dealer,
         branch, and representative data on the transfer agency system for
         all shareholder accounts.








































                                        -8-

<PAGE>   1
                                                                  Exhibit 99.B6




                               December 22, 1994


John Hancock Broker Distribution Services, Inc.
101 Huntington Avenue
Boston, Massachusetts  02199

                             Distribution Agreement

Dear Sir:

JOHN HANCOCK CURRENT INTEREST (the "Trust") 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 Board of Trustees has selected
you to act as principal underwriter (as such term is defined in Section 2(a)(29)
of the Investment Company Act of 1940, as amended) of the shares of beneficial
interest ("shares") of each series of the Trust (collectively, the "Funds") and
you are willing, as agent for the Trust, to sell the shares to the public, to
broker-dealers or to both, in the manner and on the conditions hereinafter set
forth. Accordingly, the Trust hereby agrees with you as follows:

1.   Delivery of Documents.  The Trust will furnish you promptly with copies,
properly certified or otherwise authenticated, of any registration statements
filed by it with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, or the Investment Company Act of 1940, as amended, together
with any financial statements and exhibits included therein, and all amendments
or supplements thereto hereafter filed.

2.   Registration and Sale of Additional Shares.  The Trust will from time to
time use its best efforts to register under the Securities Act of 1933, as
amended, such shares not already so registered as you may reasonably be expected
to sell as agent on behalf of the Trust.  This Agreement relates to the issue
and sale of shares that are duly authorized and registered and available for
sale by the Trust if, but only if, the Trust sees fit to sell them.  You and the
Trust will cooperate in taking such action as may be necessary from time to time
to qualify shares for sale in Massachusetts and in any other states mutually
agreeable to you and the Trust, and to maintain such qualification if and so
long as such shares are duly registered under the Securities Act of 1933, as
amended.

3.   Solicitation of Orders.  You will use your best efforts (but only in states
in which you may lawfully do so) to obtain from investors unconditional orders
for shares authorized for issue by the Trust and registered under the Securities
Act of 1933, as
<PAGE>   2





amended, provided that you may in your discretion refuse to accept orders for
such shares from any particular applicant.

4.   Sale of Shares.  Subject to the provisions of Sections 5 and 6 hereof and
to such minimum purchase requirements as may from time to time be currently
indicated in a Fund's prospectus, you are authorized to sell as agent on behalf
of the Trust authorized and issued shares registered under the Securities Act of
1933, as amended.  Such sales may be made by you on behalf of the Trust by
accepting unconditional orders to purchase such shares placed with your
investors.  The sales price to the public of such shares shall be the public
offering price as defined in Section 6 hereof.

5.   Sale of Shares to Investors by the Trust.  Any right granted to you to
accept orders for shares or make sales on behalf of the Trust will not apply to
shares issued in connection with the merger or consolidation of any other
investment company with the Trust or any Fund or the Trust's or a Fund's
acquisition, by purchase or otherwise, of all or substantially all the assets of
any investment company or substantially all the outstanding shares of any such
company, and such right shall not apply to shares that may be offered or
otherwise issued by the Trust to shareholders by virtue of their being
shareholders of the Trust.

6.   Public Offering Price.  All shares sold by you as agent for the Trust will
be sold at the public offering price, which will be determined in the manner
provided in the applicable Fund's prospectus or statement of additional
information, as now in effect or as it may be amended.

7.   No Sales Discount.  The Trust shall receive the applicable net asset value
on all sales of shares by you as agent of the Trust.

8.   Delivery of Payments.  You will deliver to the Trust's transfer agent all
payments made pursuant to orders accepted by you, and accompanied by proper
applications for the purchase of shares, no later than the first business day
following the receipt by you in your home office of such payments and
applications.

9.   Suspension of Sales.  If and whenever a suspension of the right of
redemption or a postponement of the date of payment or redemption has been
declared pursuant to the Trust's Declaration of Trust and has become effective,
then, until such suspension or postponement is terminated, no further orders for
shares shall be accepted by you except such unconditional orders placed with you
before you have knowledge of the suspension.  The Trust reserves the right to
suspend the sale of shares and your authority to accept orders for shares on
behalf of the Trust if in the judgment of a majority of the Trust's Board of
Trustees, it is in the best



                                      -2-
<PAGE>   3





interests of the Trust to do so, such suspension to continue for such period as
may be determined by such majority; and in that event, no shares will be sold by
the Trust or by you on behalf of the Trust while such suspension remains in
effect except for shares necessary to cover unconditional orders accepted by you
before you had knowledge of the suspension.

10.  Expenses.  The Trust will pay (or will enter into arrangements providing
that persons other than you will pay) all fees and expenses in connection with
the preparation and filing of any registration statement and prospectus or
amendments thereto under the Securities Act of 1933, as amended, covering the
issue and sale of shares and in connection with the qualification of shares for
sale in the various states in which the Trust shall determine it advisable to
qualify such shares for sale.  It will also pay the issue taxes or (in the case
of shares redeemed) any initial transfer taxes thereon.  You will pay all
expenses of printing prospectuses and other sales literature, all fees and
expenses in connection with your qualification as a dealer in various states,
and all other expenses in connection with the sale and offering for sale of the
shares of the Trust which have not been herein specifically allocated to the
Trust.

11.  Conformity with Law.  You agree that in selling the shares you will duly
conform in all respects with the laws of the United States and any state in
which such shares may be offered for sale by you pursuant to this Agreement.

12.  Indemnification.  You agree to indemnify and hold harmless the Trust and
each of its Trustees and officers and each person, if any, who controls the
Trust within the meaning of Section 15 of the Securities Act of 1933, as
amended, against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) to which the Trust or such Trustees,
officers or controlling person may become subject under such Act, under any
other statute, at common law or otherwise, arising out of the acquisition of any
shares by any person which (a) may be based upon any wrongful act by you or any
of your employees or representatives or (b) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement, prospectus or statement of additional information
covering shares of a Fund or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon information furnished or
confirmed in writing to the Trust by you, or (c) may be incurred or arise by
reason of your acting as the Trust's agent instead of purchasing and reselling
shares as principal in distributing shares to the public, provided that in no
case is your indemnity



                                      -3-
<PAGE>   4





in favor of a Trustee or officer of the Trust or any other person deemed to
protect such Trustee or officer of the Trust or other person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of obligations and duties under
this Agreement.

     You are not authorized to give any information or to make any
representations on behalf of the Trust or in connection with the sale of shares
other than the information and representations contained in a registration
statement, prospectus, or statement of additional information covering shares,
as such registration statement, prospectus and statement of additional
information may be amended or supplemented from time to time.  No person other
than you is authorized to act as principal underwriter for the Trust.

13.  Duration and Termination of this Agreement.  With respect to each Fund,
this Agreement shall remain in force until two years from the date hereof 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 (other than as
Trustees) or of the Fund, 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 Fund.  This
Agreement may, on 60 days' written notice, be terminated as to one or more Funds
at any time, without the payment of any penalty, by the Board of Trustees of the
Trust, by a vote of a majority of the outstanding voting securities of each
affected Fund, or by you.  This Agreement will automatically terminate in the
event of its assignment by you.  In interpreting the provisions of this Section
13, the definitions contained in Section 2(a) of the Investment Company Act of
1940, as amended (particularly the definitions of "interested person,"
"assignment" and "voting security"), shall be applied.

14.  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.  If the Trust should at any time deem it
necessary or advisable in the best interests of the Trust that any amendment of
this agreement be made in order to comply with the recommendations or
requirements of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under state or federal tax laws and should
notify you of the form of such





                                      -4-
<PAGE>   5





amendment, and the reasons therefor, and if you should decline to assent to such
amendment, the Trust may terminate this Agreement forthwith.  If you should at
any time request that a change be made in the Trust's Declaration of Trust or
By-Laws, or in its methods of doing business, in order to comply with any
requirements of federal law or regulations of the Securities and Exchange
Commission or of a national securities association of which you are or may be a
member, relating to the sale of shares, and the Trust should not make such
necessary change within a reasonable time, you may terminate this Agreement
forthwith.

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 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 Trust or the Fund,
but only the Fund's property shall be bound.  The Fund shall not be liable for
the obligations of any other series of the Trust.





                                      -5-
<PAGE>   6





                         Very truly yours,

                         JOHN HANCOCK CURRENT INTEREST
                         on behalf of
                         John Hancock U.S. Government Cash Reserve


                         By:/s/ Thomas M. Simmons
                            ---------------------------------------
                            Thomas M. Simmons
                            President


The foregoing Agreement is hereby
accepted as of the date hereof

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.


By:/s/ C. Troy Shaver, Jr.
   ---------------------------------------------
   C. Troy Shaver, Jr.
   President and Chief Executive Officer





                                      -6-

<PAGE>   1

                                                                EXHIBIT 99.B6.1


                         SOLICITING DEALER AGREEMENT






                                    [LOGO]





                           JOHN HANCOCK FUNDS, INC.

                    BOSTON -- MASSACHUSETTS -- 02199-7603
<PAGE>   2
                           JOHN HANCOCK FUNDS,  INC.
                             101 HUNTINGTON AVENUE
                             BOSTON, MA  02199-7603


                          SOLICITING DEALER AGREEMENT


                                              Date
                                                  ------------------------------

     John Hancock Funds, Inc. ("the Distributor" or "Distributor") is the
principal distributor of the shares of beneficial interest (the "securities")
of each of the John Hancock Funds, ("We" or "us"), (the "Funds").  Such Funds
are those listed on Schedule A hereto which may be amended or supplemented from
time to time by the Distributor to include additional Funds for which the
Distributor is the principal distributor.  You represent that you are a member
of the National Association of Securities Dealers, Inc., (the "NASD") and,
accordingly, we invite you to become a non-exclusive soliciting dealer to
distribute the securities of the Funds and you agree to solicit orders for the
purchase of the securities on the following terms.  Securities are offered
pursuant to each Fund's prospectus and statement of additional information, as
such prospectus and statement of additional information may be amended from
time to time.  To the extent that the prospectus or statement of additional
information contains provisions that are inconsistent with the terms of this
Agreement, the terms of the prospectus or statement of additional information
shall be controlling.


OFFERINGS

1.   You agree to abide by the Rules of Fair Practice of the NASD and to all
other rules and regulations that are now or may become applicable to
transactions hereunder.

2.   As principal distributor of the Funds, we shall have full authority to
take such action as we deem advisable in respect of all matters pertaining to
the distribution.  This offer of shares of the Funds to you is made only in
such jurisdictions in which we may lawfully sell such shares of the Funds.

3.   You shall not make any representation concerning the Funds or their
securities except those contained in the then- current prospectus or 
statement of additional information for each Fund.

4.   With the exception of listings of product offerings, you agree not to
furnish or cause to be furnished to any person or display, or publish any
information or materials relating to any Fund (including, without limitation,
promotional materials, sales literature, advertisements, press releases,
announcements, posters, signs and other similar materials), except such
information and materials as may be furnished to you by the Distributor or the
Fund.  All other materials must receive written approval by the Distributor
before distribution or display to the public.  Use of all approved advertising
and sales literature materials is restricted to appropriate distribution
channels.

5.   You are not authorized to act as our agent.  Nothing shall constitute you
as a syndicate, association, joint venture, partnership, unincorporated
business, or other separate entity or otherwise partners with us, but you shall
be liable for your proportionate share of any tax, liability or expense based
on any claim arising from the sale of shares of the Funds under this Agreement.
We shall not be under any liability to you, except for obligations expressly
assumed by us in this Agreement and liabilities under Section 11(f) of the
Securities Act of 1933, and no obligations on our part shall be implied or
inferred herefrom.





                                      -2-

<PAGE>   3

6.   DEALER COMPLIANCE/SUITABILITY STANDARDS (CLASS A AND CLASS B SHARES) -
Certain mutual funds distributed by the Distributor are being offered with two
or more classes of shares of the same investment portfolio ("Fund") - refer to
each Fund prospectus for availability and details.  It is essential that the
following minimum compliance/suitability standards be adhered to in offering
and selling shares of these Funds to investors.  All dealers offering shares of
the Funds and their associated persons agree to comply with these general
suitability and compliance standards.

SUITABILITY

     With two classes of shares of certain funds available to individual
investors, (Class A and Class B), it is important that each investor purchases
not only the fund that best suits his or her investment objective but also the
class of shares that offers the most beneficial distribution financing method
for the investor based upon his or her particular situation and preferences.
Fund share recommendations and orders must be carefully reviewed by you and
your registered representatives in light of all the facts and circumstances, to
ascertain that the class of shares to be purchased by each investor is
appropriate and suitable.  These recommendations should be based on several
factors, including but not limited to:

     (A)  the amount of money to be invested initially and over a period of 
          time; 
     (B)  the current level of front-end sales load or back-end sales load 
          imposed by the Fund; 
     (C)  the period of time over which the client expects to retain the 
          investment; 
     (D)  the anticipated level of yield from fixed income funds' Class A and
          Class B shares; 
     (E)  any other relevant circumstances such as the availability of 
          reduced sales charges under letters of intent and/or rights of 
          accumulation.

     There are instances when one distribution financing method may be more
appropriate than another.  For example, shares subject to a front-end sales
charge may be more appropriate than shares subject to a contingent deferred
sales charge for large investors who qualify for a significant quantity
discount on the front-end sales charge.  In addition, shares subject to a
contingent deferred sales charge may be more appropriate for investors whose
orders would not qualify for quantity discounts and who, therefore, may prefer
to defer sales charges and also for investors who determine it to be
advantageous to have all of their funds invested without deduction of a
front-end sales commission.  However, if it is anticipated that an investor may
redeem his or her shares within a short period of time, the investor may,
depending on the amount of his or her purchase, bear higher distribution
expenses by purchasing contingent deferred sales charge shares than if he or
she had purchased shares subject to a front-end sales charge.

COMPLIANCE

     Your supervisory procedures should be adequate to assure that an
appropriate person reviews and approves transactions entered into pursuant to
this Soliciting Dealer Agreement for compliance with the foregoing standards.
In certain instances, it may be appropriate to discuss the purchase with the
registered representatives involved or to review the advantages and
disadvantages of selecting one class of shares over another with the client.
The Distributor will not accept orders for Class B Shares in any Fund from you
for accounts maintained in street name.  Trades for Class B Shares will only be
accepted in the name of the shareholder.

7.  CLASS C SHARES - Certain mutual funds distributed by the Distributor may be
offered with Class C shares.  Refer to each Fund prospectus for availability
and details.  Class C shares are designed for institutional investors and
qualified benefit plans, including pension funds, and are sold without a sales
charge or 12b-1 fee.  If a commission is paid to you for transactions in Class
C shares, it will be paid by the Distributor out of its own resources.


SALES

8.  Orders for securities received by you from investors will be for the sale
of the securities at the public offering price, which will be the net asset
value per share as determined in the manner provided in the relevant Fund's
prospectus, as now in effect or as amended from time to time, next after
receipt by us (or the relevant Fund's transfer agent) of the purchase
application and payment for the securities, plus the relevant sales charges set
forth in the relevant Fund's then- current prospectus (the "Public Offering
Price").  The procedures relating to the handling of orders shall be subject to
our instructions which we will forward from time to time to you.  All orders
are subject to acceptance by us, and we reserve the right in our sole
discretion to reject any order.





                                      -3-

<PAGE>   4
      In addition to the foregoing, you acknowledge and agree to the initial
and subsequent investment minimums, which may vary from year to year, as
described in the then-current prospectus for each Fund.

9.   You agree to sell the securities only (a) to your customers at the public
offering price then in effect, or (b) back to the Funds at the currently quoted
net asset value.

10.  The amount of sales charge to be reallowed to you (the "Reallowance") as a
percentage of the offering price is set forth in the then-current prospectus of
each Fund.

     If a sales charge on the purchase is reduced in accordance with the
provisions of the relevant Fund's then-current prospectus pertaining to
"Methods of Obtaining Reduced Sales Charges," the Reallowance shall be reduced
pro rata.

11.  We shall pay a Reallowance subject to the provisions of this agreement as
set forth in Schedule B hereto on all purchases made by your customers pursuant
to orders accepted by us (a) where an order for the purchase of securities is
obtained by a registered representative in your employ and remitted to us
promptly by you, (b) where a subsequent investment is made to an account
established by a registered representative in your employ or (c) where a
subsequent investment is made to an account established by a broker/dealer
other than you and is accompanied by a signed request from the account
shareholder that your registered representative receive the Reallowance for
that investment and/or for subsequent investments made in such account.  If for
any reason, a purchase transaction is reversed, you shall not be entitled to
receive or retain any part of the Reallowance on such purchase and shall pay to
us on demand in full the amount of the Reallowance received by you in
connection with any such purchase.  We may withhold and retain from the amount
of the Reallowance due you a sum sufficient to discharge any amount due and
payable by you to us.

12.   Certain of the Funds have adopted a plan under Investment Company Act
Rule 12b-1 ("Distribution Plan" as described in the the prospectus).  To the
extent you provide distribution and marketing services in the promotion of the
sale of shares of these Funds, including furnishing services and assistance to
your customers who invest in and own shares of such Funds and including, but
not limited to, answering routine inquiries regarding such Funds and assisting
in changing distribution options, account designations and addresses, you may
be entitled to receive compensation from us as set forth in Schedule C hereto.
All compensation, including 12b-1 fees, shall be payable to you only to the
extent that funds are received and in the possession of the Distributor.

13.   We will advise you as to the jurisdictions in which we believe the shares
have been qualified for sale under the respective securities or "blue sky" laws
of such jurisdictions, but we assume no responsibility or obligations as to
your right to sell the shares of the Funds in any state or jurisdiction.

14.   Orders may be placed through:
              John Hancock Funds, Inc.
              101 Huntington Avenue
              Boston, MA  02199-7603
              1-800-338-4265


SETTLEMENT

15.   Settlements for wire orders shall be made within five business days after
our acceptance of your order to purchase shares of the Funds.  Certificates,
when requested, will be delivered to you upon payment in full of the sum due
for the sale of the shares of the Funds.  If payment is not so received or
made, we reserve the right forthwith to cancel the sale, or, at our option, to
liquidate the shares of the Fund subject to such sale at the then prevailing
net asset value, in which latter case you will agree to be responsible for any
loss resulting to the Funds or to us from your failure to make payments as
aforesaid.





                                                          -4-

<PAGE>   5
INDEMNIFICATION

16.   The parties to this agreement hereby agree to indemnify and hold harmless
each other, their officers and directors, and any person who is or may be
deemed to be a controlling person of each other, from and against any losses,
claims, damages, liabilities or expenses (including reasonable fees of
counsel), whether joint or several, to which any such person or entity may
become subject insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon, (a) any untrue
statement or alleged untrue statement of material fact, or any omission or
alleged omission to state a material fact made or omitted by it herein, or, (b)
any willful misfeasance or gross misconduct by it in the performance of its
duties and obligations hereunder.

17.   NSCC INDEMNITY - SHAREHOLDER AND HOUSE ACCOUNTS - In consideration of the
Distributor and John Hancock Investor Services Corporation ("Investor
Services") liquidating, exchanging, and/or transferring unissued shares of the
Funds for your customers without the use of original or underlying
documentation supporting such instructions (e.g., a signed stock power or
signature guarantee), you hereby agree to indemnify the Distributor, Investor
Services  and each respective Fund against any losses, including reasonable
attorney's fees, that may arise from such liquidation  exchange, and/or
transfer of unissued shares upon your direction.  This indemnification shall
apply only to the liquidation, exchange and/or transfer of unissued shares in
shareholder and house accounts executed as wire orders transmitted via NSCC's
Fund/SERVsystem.  You represent and warrant to the Funds, the Distributor and
Investor Services that all such transactions shall be properly authorized by
your customers.

      The indemnification in this Section 16 shall not apply to any losses
(including attorney's fees) caused by a failure of the Distributor, Investor
Services or a Fund to comply with any of your instructions governing any of the
above transactions, or any negligent act or omission of the Distributor,
Investor Services or a Fund, or any of their directors, officers, employees or
agents.  All transactions shall be settled upon your confirmation through NSCC
transmission to Investor Services.

      The Distributor, Investor Services or you may revoke the indemnity
contained in this Section 16 upon prior written notice to each of the other
parties hereto, and in the case of such revocation, this indemnity agreement
shall remain effective as to trades made prior to such revocation.


MISCELLANEOUS

18.   We will supply to you at our expense additional copies of the prospectus
and statement of additional information for each of the Funds and any printed
information supplemental to such material in reasonable quantities upon
request.

19.    Any notice to you shall be duly given if mailed or telegraphed to you at
your address as registered from time to time with the NASD.

20.   Miscellaneous provisions, if any, are attached hereto and incorporated
herein by reference.

21.   This agreement, which shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, may be terminated by any party hereto at any
time upon written notice.





                                     -5-

<PAGE>   6
SOLICITING DEALER                                                

                         -------------------------------------------------      
                                       Name of Organization                     
                                                                                
                                                                                
                      By:-------------------------------------------------      
                            Authorized Signature of Soliciting Dealer           
                                                                                
                                                                                
                         -------------------------------------------------      
                                     Please Print or Type Name                  
                                                                               
                                                                                
                         -------------------------------------------------      
                                              Title                             
                                                                                
                                                                                
                         -------------------------------------------------      
                                      Print or Type Address                     
                                                                                
                                                                                
                                                                                
                         -------------------------------------------------      
                                         Telephone Number                       
                                                                                
                                                                                
                    Date:                                                       
                         -------------------------------------------------      
                            

      In order to service you efficiently, please provide the following 
      information on your Mutual Funds Operations Department:

               OPERATIONS MANAGER:                                             
                                  ---------------------------------------------
               ORDER ROOM MANAGER:                                             
                                  ---------------------------------------------
               OPERATIONS ADDRESS:                                             
                                  ---------------------------------------------
                                                                               
                                  ---------------------------------------------
       
TELEPHONE:                                   FAX:
          --------------------------------       ------------------------------
                                             
<TABLE>
<S>                                              <C>
TO BE COMPLETED BY:                                           TO BE COMPLETED BY:              
JOHN HANCOCK FUNDS, INC.                                     JOHN HANCOCK INVESTOR             
                                                              SERVICES CORPORATION             
                                                                                               
                                                                                               
BY:                                              BY:
   -------------------------------------------      -------------------------------------------

- ----------------------------------------------   ----------------------------------------------
               TITLE                                                 TITLE                     
                                                                                               
</TABLE>                             
                                        


                             DEALER NUMBER:
                                           ------------------------------------

                                                          -6-

<PAGE>   7
                                  JOHNHANCOCK
                                  MUTUAL FUNDS


                John Hancock Broker Distrubution Services, Inc.
          101 Huntington Avenue Boston, MA 02199-7608   1-800-225-5291
          
          /s/ John Hancock

<PAGE>   8


                            JOHN HANCOCK FUNDS, INC.
                                  SCHEDULE A

                          DATED JANUARY 1, 1995 TO THE
               SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
                               JOHN HANCOCK FUNDS


<TABLE>
<S>                                                  <C>
John Hancock Sovereign Achievers Fund                John Hancock National Aviation & Technology Fund
John Hancock Sovereign Investors Fund                John Hancock Regional Bank Fund
John Hancock Sovereign Balanced Fund                 John Hancock Gold and Government Fund
John Hancock Sovereign Bond Fund                     John Hancock Global Rx Fund
John Hancock Sovereign U.S. Government Income Fund   John Hancock Global Technology Fund
John Hancock Special Equities Fund*                  John Hancock Global Fund
John Hancock Special Opportunities Fund              John Hancock Pacific Basin Equities Fund
John Hancock Discovery Fund                          John Hancock Global Income Fund
John Hancock Growth Fund                             John Hancock International Fund
John Hancock Strategic Income Fund                   John Hancock Global Resources Fund
John Hancock Limited-Term Government Fund            John Hancock Emerging Growth Fund
John Hancock Cash Management Fund                    John Hancock Capital Growth Fund
John Hancock Managed Tax-Exempt  Fund                John Hancock Growth & Income Fund
John Hancock Tax-Exempt Income Fund                  John Hancock High Yield Bond Fund
John Hancock Tax-Exempt Series Fund                  John Hancock Investment Quality Bond Fund
John Hancock Special Value Fund                      John Hancock Government Securities Fund
John Hancock Strategic Short-Term Income Fund        John Hancock U.S. Government Fund
John Hancock CA Tax-Free Fund                        John Hancock Government Income Fund
John Hancock High Yield Tax-Free Fund                John Hancock Intermediate Government Fund
John Hancock Tax-Free Bond Fund                      John Hancock Adjustable U.S. Government Fund
John Hancock U.S. Government Cash Reserve Fund       John Hancock Cash Reserve Money Market B Fund
</TABLE>                                             

    From time to time John Hancock Funds, Inc., as principal distributor of the
John Hancock funds, will offer additional funds  for sale. These funds will
automatically become part of this Agreement and will be subject to all its
provisions unless otherwise directed by John Hancock Funds, Inc.

*Closed to new investors as of 9/30/94

<PAGE>   9
                            JOHN HANCOCK FUNDS, INC.

                                  SCHEDULE B

                          DATED JANUARY 1, 1995 TO THE
               SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
                               JOHN HANCOCK FUNDS

I.  REALLOWANCE

      The Reallowance paid to the selling Brokers for sales of John Hancock
Funds is set forth in each Fund's then- current prospectus. No Commission will
be paid on sales of John Hancock Cash Management Fund or any John Hancock  Fund
that is without a sales charge.  Purchases of Class A shares of $1 million or
more, or purchases into an account or accounts whose aggregate value of fund
shares is $1 million or more will be made at net asset value with no initial
sales charge. On purchases of this type, John Hancock Funds, Inc. will pay a
commission as set forth in each Fund's then-current prospectus.  John Hancock
Funds, Inc. will pay Brokers for sales of Class B shares of the Funds a
marketing fee as set forth in each Fund's then-current prospectus.

<PAGE>   10
                            JOHN HANCOCK FUNDS, INC.

                                  SCHEDULE C

                          DATED JANUARY 1, 1995 TO THE
               SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
                               JOHN HANCOCK FUNDS

FIRST YEAR SERVICE FEES

         Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, John Hancock Funds, Inc. will advance to you a First Year
Service Fee related to the purchase of Class A shares (only if subject to sales
charge) or Class B shares of any of the Funds, as the case may be, sold by your
firm.  This Service Fee will be compensation for your personal service and/or
the maintenance of shareholder accounts ("Customer Servicing") during the
twelve-month period immediately following the purchase of such shares, in the
amount not to exceed .25 of 1% of net assets invested in Class A shares or
Class B shares of the Fund, as the case may be, purchased by your customers.

SERVICE FEE SUBSEQUENT TO THE FIRST YEAR

         Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will pay you quarterly, in arrears, a
Service Fee commencing at the end of the twelve month period immediately
following the purchase of Class A shares (only if subject to sales charge) or
Class B shares, as the case may be, sold by your firm, for Customer Servicing,
in an amount not to exceed .25 of 1% of the average daily net assets
attributable to the Class A shares or Class B shares of the Fund, as the case
may be, purchased by your customers, provided your firm has under management
with the Funds combined average daily net assets for the preceding quarter of
no less than $1 million, or an individual representative of your firm has under
management with the Funds combined average daily net assets for the preceding
quarter of no less than $250,000 (an "Eligible Firm").

<PAGE>   11
                JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

                                  SCHEDULE D

                           DATED JULY 1, 1992 TO THE
               SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
                           JOHN HANCOCK MUTUAL FUNDS

     No broker/dealer shall represent the FUnds or Distribution Services in any
written communications without prior receipt of written approval from John
Hancock Broker Distribution Services, Inc. This includes but is not limited to
all advertising, public relations, marketing and sales literature, and media
contacts.

     Further, subsequent to the creation of such materialsbefore written
approval from JHBDS will be given, a copy of the NASD review document
applicable to such materials must be furnished to John Hancock Broker
Distribution Services, Inc. for its review and files.


FOR PURPOSES OF THIS SCHEDULE D, THE FOLLOWING TERMS ARE DEFINED:

   Advertising:

        materials designed for the mass market, e.g. print ads, radio and tv
        commercials, billboards, etc.

   Sales literature:

        materials designed for a directed market, e.g. prospecting letters,
        brochures, mailers, stuffers, etc.

   Coop Advertising: 

        advertising materials (as defined above) used by selling group members
        for which John Hancock pays some or all of the costs of publication 
        whether the materials were developed by JHBDS Marketing or not.
   
   John Hancock Broker Distribution Services, Inc. Approval of Advertising: 

        Approval has four meanings:approval of the material itself from  a 
        marketing perspective (JHBDS product managers), proactive compliance 
        officer), parent company corporate advertising approval (John Hancock 
        Mutual Life Insurance Company Advertising Dept. personnel) and 
        approval for use and related cost-sharing arrangements (national sales
        coordinators).

   NASD Filing:

        Materials created by JHBDS will be filed with the NASD by the JHBDS
        Compliance Department. Materials not created by JHBDS but to be
        included in the coop program will be filed with the NASD by the
        broker-dealer creating the materials. However, prior to use of the
        materials in our coop program, we will need a copy of the final
        version of the material as well as the NASDcomment letter. When this
        is received, the above approvals can be obtained.


<PAGE>   1


                                                                EXHIBIT 99.B6.2


                            FINANCIAL INSTITUTION
                         SALES AND SERVICE AGREEMENT




                                    [LOGO]



                           JOHN HANCOCK FUNDS, INC.

             Boston     -     Massachusetts     -     02199-7603
<PAGE>   2
                            JOHN HANCOCK FUNDS, INC.
                             101 HUNTINGTON AVENUE
                             BOSTON, MA  02199-7603



                             FINANCIAL INSTITUTION
                          SALES AND SERVICE AGREEMENT



                                           Date
                                               --------------------------------

     John Hancock Funds, Inc. ("The Distributor", or "Distributor"), ("We" or
"us"), is the principal distributor of the shares of beneficial interest (the
"securities") of each of the John Hancock Funds (the "Funds").  Such Funds are
those listed on Schedule A hereto which may be amended or supplemented from
time to time by the Distributor to include additional Funds for which the
Distributor is the principal distributor. You hereby represent that you are a
"bank" as defined in Section 3(a)(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and at the time of each transaction in shares of
the Funds, are not required to register as a broker/dealer under the Exchange
Act or regulations thereunder.  We invite you to become a non-exclusive
soliciting financial institution ("Financial Institution") to distribute the
securities of the Funds and you agree to solicit orders for the purchase of the
securities on the following terms.  Securities are offered pursuant to each
Fund's prospectus and statement of additional information, as such prospectus
and statement of additional information may be amended from time to time.  To
the extent that the prospectus or statement of additional information contains
provisions that are inconsistent with the terms of this Agreement, the terms of
the prospectus or statement of additional information shall be controlling.


OFFERINGS

1.   You represent and warrant that you will use your best efforts to ensure
that any purchase of shares of the Funds by your customers constitutes a
suitable investment for such customers.  You acknowledge that you will base
such a decision of suitability on all the facts you have gathered about your
customer's financial situation, investment objectives, risk tolerance and
sophistication.

2.   You represent and warrant that a copy of the then-current prospectus of a
Fund will be delivered to your customer before any purchase of shares of that
Fund are effected for that customer.  You shall not effect any transaction in,
or induce any purchase or sale of, any shares of the Funds by means of any
manipulative, deceptive or other fraudulent device or contrivance, and shall
otherwise deal equitably and fairly with your customers with respect to
transactions in shares of a Fund.

3.   You represent and warrant that you will not make shares of any Fund
available to your customers, including your fiduciary customers, except in
compliance with all Federal and state laws and rules and regulations of
regulatory agencies or authorities applicable to you, or any of your affiliates
engaging in such activity, which may affect your business practices.  You
confirm that you are not in violation of any banking law or regulations as to
which you are subject.  You agree that you will comply with the requirements of
Banking Circular 274 issued by the Office of the Comptroller of the Currency in
offering shares of the Funds to your customers.  We agree that we will comply
with all Federal and state laws and rules and regulations of regulatory
agencies or authorities applicable to us.  We and you acknowledge and agree
that the offering of shares of the Funds pursuant to this agreement is subject
to the oversight of your management and the regulatory authorities by which you
are subject to review, and that appropriate records and materials relating to
any activity by you or us undertaken pursuant to this agreement may be accessed
by bank examiners in the due course of any regulatory review to which you may
be subject.


4.  As principal distributor of the Funds, we shall have full authority to take
such action as we deem advisable in respect of all matters pertaining to the
distribution.  This offer of shares of the Funds to you is made only in such
jurisdictions in which we may lawfully sell such shares of the Funds.





                                     -2-

<PAGE>   3


5.  You shall not make any representation concerning the Funds or their
securities except those contained in the then-current prospectus or statement
of additional information for each Fund.

6.  We will supply to you at our expense additional copies of the then-current
prospectus and statement of additional information for each of the Funds and
any printed information supplemental to such material in reasonable quantities
upon request.  It shall be your obligation to ensure that all such information
and materials are distributed to your customers who own  or seek to own shares
of the Funds in accordance with securities and/or banking law and regulations
and any other applicable regulations.

7.   With the exception of listings of product offerings, you agree not to
furnish or cause to be furnished to any person or display, or publish any
information or materials relating to any Fund (including, without limitation,
promotional materials, sales literature, advertisements, press releases,
announcements, posters, signs and other similar materials), except such
information and materials as may be furnished to you by us the Distributor or
the Fund.  All other materials must receive written approval by the Distributor
before distribution or display to the public.  Use of all approved advertising
and sales literature materials is restricted to appropriate distribution
channels.

8.   You are not authorized to act as our agent.  In making available shares of
the Funds under this Financial Institution Sales and Service Agreement, nothing
herein shall be construed to constitute you or any of your agents, employees or
representatives as our agent or employee, or as an agent or employee of the
Funds, and you shall not make any representations to the contrary.  Nothing
shall constitute you as a syndicate, association, unincorporated business, or
other separate entity or partners with us, but you shall be liable for your
proportionate share of any tax, liability or expense based on any claim arising
from the sale of shares of the Funds under this Agreement.  We shall not be
under any liability to you, except for obligations expressly assumed by us in
this Agreement and liabilities under Section 11(f) of the Securities Act of
1933, and no obligations on our part shall be implied or inferred herefrom.

9.   DEALER COMPLIANCE/SUITABILITY STANDARDS (CLASS A AND CLASS B SHARES) -
Certain mutual funds distributed by the Distributor are being offered with two
or more classes of shares of the same investment portfolio ("Fund") - refer to
each Fund prospectus for availability and details. It is essential that the
following minimum compliance/suitability standards be adhered to in offering
and selling shares of these Funds to investors.  All soliciting financial
institutions offering shares of the Funds and their agents, employees and
representatives agree to comply with these general suitability and compliance
standards.

SUITABILITY

     With two classes of shares of certain funds available to individual
investors, (Class A and Class B), it is important that each investor purchases
not only the fund that best suits his or her investment objective but also the
class of shares that offers the most beneficial distribution financing method
for the investor based upon his or her particular situation and preferences. 
Fund share recommendations and orders must be carefully reviewed by you and
your agents, employees and representatives in light of all the facts and
circumstances, to ascertain that the class of shares to be purchased by each
investor is appropriate and suitable.  These recommendations should be based on
several factors, including but not limited to:

     (A)  the amount of money to be invested initially and over
          a period of time;
     (B)  the current level of front-end sales load or back-end
          sales load imposed by the Fund;
     (C)  the period of time over which the customer expects to
          retain the investment;
     (D)  the anticipated level of yield from fixed income
          funds' Class A and Class B shares;
     (E)  any other relevant circumstances such as the
          availability of reduced sales charges under letters
          of intent and/or rights of accumulation.

     There are instances when one distribution financing method may be more
appropriate than another.  For example, shares subject to a front-end sales
charge may be more appropriate than shares subject to a contingent deferred
sales charge for large investors who qualify for a significant quantity
discount on the front-end sales charge.  In addition, shares subject to a
contingent deferred sales charge may be more appropriate for investors whose
orders would not qualify for quantity discounts and who, therefore, may prefer
to defer sales charges and also for investors who determine it to be
advantageous to have all of their funds invested without deduction of a
front-end sales commission. However, if it is anticipated that an investor may
redeem his or her shares within a short period of time, the investor may,
depending on the amount of his or her purchase, bear higher distribution
expenses by purchasing contingent deferred sales charge shares than if he or
she had purchased shares subject to a front-end sales charge.





                                     -3-

<PAGE>   4


COMPLIANCE

      Your supervisory procedures should be adequate to assure that an
appropriate person reviews and approves transactions entered into pursuant to
this Financial Institution Sales and Service Agreement for compliance with the
foregoing standards.  In certain instances, it may be appropriate to discuss
the purchase with the agents, employees and representatives involved or to
review the advantages and disadvantages of selecting one class of shares over
another with the client.  The Distributor will not accept orders for Class B
Shares in any Fund from you for accounts maintained in your name or in the name
of your nominee for the benefit of certain of your customers.  Trades for Class
B Shares will only be accepted in the name of the shareholder.

10.  CLASS C SHARES - Certain mutual funds distributed by the Distributor may
be offered with Class C shares.  Refer to each Fund prospectus for availability
and details.  Class C shares are designed for institutional investors and
qualified benefit plans, including pension funds, and are sold without a sales
charge or 12b-1 fee.  If a commission is paid to you for transactions in Class
C shares, it will be paid by the Distributor out of its own resources.


SALES

11.  With respect to any and all transactions in the shares of any Fund
pursuant to this Financial Institution Sales and Service Agreement it is
understood and agreed in each case that:  (a) you shall be acting solely as
agent for the account of your customer; (b) each transaction shall be initiated
solely upon the order of your customer; (c) we shall execute transactions only
upon receiving instructions from you acting as agent for your customer or upon
receiving instructions directly from your customer; (d) as between you and your
customer, your customer will have full beneficial ownership of all shares; (c)
each transaction shall be for the account of your customer and not for your
account; and (f) unless otherwise agreed in writing we will serve as a clearing
broker for you on a fully disclosed basis, and you shall serve as the
introducing agent for your customers' accounts.  Subject to the foregoing,
however, and except for Class B shares, as described in Section 8 above, you
may maintain record ownership of such customers' shares in an account
registered in your name or the name of your nominee, for the benefit of such
customers. Each transaction shall be without recourse to you provided that you
act in accordance with the terms of this Financial Institution Sales and
Service Agreement.  You represent and warrant to us that you will have full
right, power and authority to effect transactions (including, without
limitation, any purchases and redemptions) in shares of the Funds on behalf of
all customer accounts provided by you.


12.  Orders for securities received by you from your customers will be for the
sale of the securities at the public offering price, which will be the net
asset value per share as determined in the manner provided in the relevant
Fund's prospectus, as now in effect or as amended from time to time, next after
receipt by us (or the relevant Fund's transfer agent) of the purchase
application and payment for the securities, plus the relevant sales charges set
forth in the relevant Fund's then-current prospectus (the "Public Offering
Price").  The procedures relating to the handling of orders shall be subject to
our instructions which we will forward from time to time to you.  All orders
are subject to acceptance by us, and we reserve the right in our sole
discretion to reject any order.

      In addition to the foregoing, you acknowledge and agree to the initial and
subsequent investment minimums, which may vary from year to year, as described
in the then-current prospectus for each Fund.

13.   You agree to sell the securities only (a) to your customers at the public
offering price then in effect, or (b) back to the Funds at the currently quoted
net asset value.

14.  The amount of sales charge to be reallowed to you (the "Reallowance") as a
percentage of the offering price is set forth in the then-current prospectus of
each Fund.

     If a sales charge on the purchase is reduced in accordance with the
provisions of the relevant Fund's then- current prospectus pertaining to
"Methods of Obtaining Reduced Sales Charges," the Reallowance shall be reduced
pro rata.

15.  We shall pay a Reallowance subject to the provisions of this agreement as
set forth in Schedule B hereto on all purchases made by your customers pursuant
to orders accepted by us (a) where an order for the purchase of securities is
obtained by you and remitted to us promptly by you, (b) where a subsequent
investment is made to an account established by you or (c) where a subsequent
investment is made to an account established by a financial institution or





                                     -4-

<PAGE>   5
registered broker/dealer other than you and is accompanied by a signed request
from the account shareholder that you receive the Reallowance for that
investment and/or for subsequent investments made in such account. If for any
reason, a purchase transaction is reversed, you shall not be entitled to
receive or retain any part of the Reallowance on such purchase and shall pay to
us on demand in full the amount of the Reallowance received by you in
connection with any such purchase.  We may withhold and retain from the amount
of the Reallowance due you a sum sufficient to discharge any amount due and
payable by you to us.

16.   Certain of the Funds have adopted a plan under Investment Company Act
Rule 12b-1 ("Distribution Plan" as described in the prospectus). To the extent
you provide distribution and marketing services in the promotion of the sale of
shares of these Funds, including furnishing services and assistance to your
customers who invest in and own shares of such Funds and including, but not
limited to, answering routine inquiries regarding such Funds and assisting in
changing distribution options, account designations and addresses, you may be
entitled to receive compensation from us as set forth in Schedule C hereto. 
All compensation, including 12b-1 fees, shall be payable to you only to the
extent that funds are received and in the possession of the Distributor.

17.   We will advise you as to the jurisdictions in which we believe the shares
have been qualified for sale under the respective securities or "blue sky" laws
of such jurisdictions, but we assume no responsibility or obligations as to
your right to sell the shares of the Funds in any state or jurisdiction.

18.   Orders may be placed through:
           John Hancock Funds, Inc.
           101 Huntington Avenue
           Boston, MA  02199-7603
           1-800-338-4265

SETTLEMENT

19.   Settlements for wire orders shall be made within five business days after
our acceptance of your order to purchase shares of the Funds. Certificates,
when requested, will be delivered to you upon payment in full of the sum due
for the sale of the shares of the Funds.  If payment is not so received or
made, we reserve the right forthwith to cancel the sale, or, at our option, to
liquidate the shares of the Fund subject to such sale at the then prevailing
net asset value, in which latter case you will agree to be responsible for any
loss resulting to the Funds or to us from your failure to make payments as
aforesaid.


INDEMNIFICATION

20.   The parties to this agreement hereby agree to indemnify and hold harmless
each other, their officers and directors, and any person who is or may be
deemed to be a controlling person of each other, from and against any losses,
claims, damages, liabilities or expenses (including reasonable fees of
counsel), whether joint or several, to which any such person or entity may
become subject insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon, (a) any untrue
statement or alleged untrue statement of material fact, or any omission or
alleged omission to state a material fact made or omitted by it herein, or, (b)
any willful misfeasance or gross misconduct by it in the performance of its
duties and obligations hereunder.


MISCELLANEOUS

21.    Any notice to you shall be duly given if mailed or telegraphed to you at
your address as most recently furnished to us by you.

22.   Miscellaneous provisions, if any, are attached hereto and incorporated
herein by reference.

23.   This agreement, which shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, may be terminated by any party hereto at any
time upon written notice.





                                     -5-

<PAGE>   6
FINANCIAL INSTITUTION

              -------------------------------------------------
                            Financial Institution

           By:
              -------------------------------------------------
                Authorized Signature of Financial Institution


              -------------------------------------------------
                          Please Print or Type Name


              -------------------------------------------------
                                    Title

              -------------------------------------------------
                            Print or Type Address

              -------------------------------------------------
                               Telephone Number

        Date: 
             -------------------------------------------------



     In order to service you efficiently, please provide the
     following information on your Mutual Funds Operations Department:

     OPERATIONS MANAGER:
                         ---------------------------------------------

     ORDER ROOM MANAGER:
                         ---------------------------------------------

     OPERATIONS ADDRESS:
                         ---------------------------------------------

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


     TELEPHONE:                          FAX:
               ---------------------         ----------------------------



        TO BE COMPLETED BY:                     JOHN HANCOCK INVESTOR  
      JOHN HANCOCK FUNDS, INC.                  SERVICES CORPORATION

By:                                     By:   
   ---------------------------------       ------------------------------------

- ------------------------------------       ------------------------------------
              Title                                       Title

     TO BE COMPLETED BY:

    FINANCIAL INSTITUTION NUMBER:
                                 ----------------------------------------------





                                     -6-

<PAGE>   7


                            JOHN HANCOCK FUNDS, INC.

                                    SCHEDULE A

                          DATED JANUARY 1, 1995 TO THE
                    FINANCIAL INSTITUTION SALES AND SERVICE
                        AGREEMENT RELATING TO SHARES OF
                               JOHN HANCOCK FUNDS


<TABLE>
<S>                                                                     <C>
John Hancock Sovereign Achievers Fund                                   John Hancock National Aviation & Technology Fund  
John Hancock Sovereign Investors Fund                                   John Hancock Regional Bank Fund                   
John Hancock Sovereign Balanced Fund                                    John Hancock Gold and Government Fund             
John Hancock Sovereign Bond Fund                                        John Hancock Global Rx Fund                       
John Hancock Sovereign U.S. Government Income Fund                      John Hancock Global Technology Fund               
John Hancock Special Equities Fund*                                     John Hancock Global Fund                          
John Hancock Special Opportunities Fund                                 John Hancock Pacific Basin Equities Fund          
John Hancock Discovery Fund                                             John Hancock Global Income Fund                   
John Hancock Growth Fund                                                John Hancock International Fund                   
John Hancock Strategic Income Fund                                      John Hancock Global Rescources Fund               
John Hancock Limited Term Government Fund                               John Hancock Emerging Growth Fund                 
John Hancock Cash Management Fund                                       John Hancock Capital Growth Fund                  
John Hancock Managed Tax-Exempt Fund                                    John Hancock Growth & Income Fund                 
John Hancock Tax-Exempt Income Fund                                     John Hancock High Yield Bond Fund                 
John Hancock Tax-Exempt Series Fund                                     John Hancock Investment Quality Bond Fund         
John Hancock Special Value Fund                                         John Hancock Government SecurritiesFund           
John Hancock Strategic Short-Term Income Fund                           John Hancock U.S. Government Fund                 
John Hancock CA Tax-Free Fund                                           John Hancock Governtment Income Fund              
John Hancock High Yield Tax-Free Fund                                   John Hancock Intermediate Government Fund         
John Hancock Tax-Free Bond Fund                                         John Hancock Adjustable U.S. Government Fund      
John Hancock U.S. Government Cash Reserve Fund                          John Hancock Cash Reserve Money Market B Fund     

</TABLE>

         From time to time John Hancock Funds, as principal distributor of the
John Hancock Funds, will offer additional funds for sale. These funds will
automatically become part of this Agreement and will be subject to all its
provisions unless otherwise directed by John Hancock Funds, Inc.
* Closed to new invstors as of 9/30/94.

<PAGE>   8
                            JOHN HANCOCK FUNDS, INC.

                                   SCHEDULE B

                          DATED JANUARY 1, 1995 TO THE
                    FINANCIAL INSTITUTION SALES AND SERVICE
                        AGREEMENT RELATING TO SHARES OF
                               JOHN HANCOCK FUNDS



I.  REALLOWANCE

    The Reallowance paid to Financial Institutions for sales of John Hancock
    Funds is the same as that paid to Selling Brokers described and set forth
    in each Fund's then-current prospectus.  No Commission will be paid on
    sales of John Hancock Cash Management Fund or any John Hancock Fund that is
    without a sales charge.  Purchases of Class A shares of $1 million or more,
    or purchases into an account or accounts whose aggregate value of fund
    shares is $1 million or more will be made at net asset value with no
    initial sales charge. On purchases of this type, the Distributor will pay a
    commission as set forth in each Fund's then-current prospectus.  John
    Hancock Funds, Inc. will pay Financial Institutions  for sales of Class B
    shares of the Funds a marketing fee as set forth in each Fund's then-
    current prospectus for Selling Brokers.

<PAGE>   9
                            JOHN HANCOCK FUNDS, INC.

                                   SCHEDULE C

                   DISTRIBUTION PLAN SCHEDULE OF COMPENSATION

                          DATED JANUARY 1, 1995 TO THE
                    FINANCIAL INSTITUTION SALES AND SERVICE
                        AGREEMENT RELATING TO SHARES OF
                               JOHN HANCOCK FUNDS

         FIRST YEAR SERVICE FEE

         Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will advance to you a First Year Service
Fee related to the purchase of Class A shares (only if subject to sales charge)
or Class B shares of any of the Funds, as the case maybe, sold by your firm on
or after July 1, 1993.  This Service Fee will be compensation for your personal
service and/or the maintenance of shareholder accounts ("Customer Servicing")
during the twelve-month period immediately following the purchase of such
shares, in an amount not to exceed .25 of 1% of the average daily net assets
attributable to Class A shares or Class B shares of the Fund, as the case may
be, purchased by your customers.

         SERVICE FEE SUBSEQUENT TO THE FIRST YEAR

         Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will pay you quarterly, in arrears, a
Service Fee commencing at the end of the twelve-month period immediately
following the purchase of Class A shares (only if subject to sales charge) or
Class B shares, as the case may be, sold by your firm, for Customer Servicing,
in an amount not to exceed .25 of 1% of the average daily net assets
attributable to the Class A shares or Class B shares of the Fund, as the case
may be, purchased by your customers, provided your Financial Institution has
under management with the Funds combined average daily net assets for the
preceding quarter of no less than $1 million, or an individual representative
of your Financial Institution has under management with the Funds combined
average daily net assets for the preceding quarter of no less than $250,000 (an
"Eligible Financial Institution").


<PAGE>   1


                                                                 EXHIBIT 99.B8





                          MASTER CUSTODIAN AGREEMENT

                                   between

                          JOHN HANCOCK MUTUAL FUNDS

                                     and


                        INVESTORS BANK & TRUST COMPANY

<PAGE>   2
<TABLE>
                               TABLE OF CONTENTS
                               -----------------


<S> <C>                                                                                    <C>
1.  Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1-3
2.  Employment of Custodian and Property to be held by it  . . . . . . . . . . . . . . .     3-4
3.  Duties of the Custodian with Respect toProperty of the Fund  . . . . . . . . . . . .       4
      A.  Safekeeping and Holding of Property  . . . . . . . . . . . . . . . . . . . . .       4
      B.  Delivery of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5-8
      C.  Registration of Securities . . . . . . . . . . . . . . . . . . . . . . . . . .       8
      D.  Bank Accounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8-9
      E.  Payments for Shares of the Fund  . . . . . . . . . . . . . . . . . . . . . . .       9
      F.  Investment and Availability of Federal Funds . . . . . . . . . . . . . . . . .       9
      G.  Collections  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9-10
      H.  Payment of Fund Moneys . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10-12
      I.  Liability for Payment in Advance of Receipt of Securities Purchased  . . . . .   12-13
      J.  Payments for Repurchases of Redemptions of Shares of the Fund  . . . . . . . .      13
      K.  Appointment of Agents by the Custodian . . . . . . . . . . . . . . . . . . . .      13
      L.  Deposit of Fund Portfolio Securities in Securities Systems . . . . . . . . . .   13-16
      M.  Deposit of Fund Commercial Paper in an Approved
             Book-Entry System for Commercial Paper  . . . . . . . . . . . . . . . . . .   16-18
      N.  Segregated Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18-19
      O.  Ownership Certificates for Tax Purposes  . . . . . . . . . . . . . . . . . . .      19
      P.  Proxies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      19
      Q.  Communications Relating to Fund Portfolio Securities . . . . . . . . . . . . .   19-20
</TABLE>

<PAGE>   3

<TABLE>
<S>  <C>                                                                                    <C>
       R.  Exercise of Rights;  Tender Offers . . . . . . . . . . . . . . . . . . . . . .      20

       S.  Depository Receipts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20-21

       T.  Interest Bearing Call or Time Deposits . . . . . . . . . . . . . . . . . . . .      21

       U.  Options, Futures Contracts and Foreign Currency Transactions . . . . . . . . .   21-23

       V.  Actions Permitted Without Express Authority  . . . . . . . . . . . . . . . . .   23-24

 4.  Duties of Bank with Respect to Books of Account and
      Calculations of Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . .      24

 5.  Records and Miscellaneous Duties . . . . . . . . . . . . . . . . . . . . . . . . . .   24-25

 6.  Opinion of Fund`s Independent Public Accountants . . . . . . . . . . . . . . . . . .      25

 7.  Compensation and Expenses of Bank  . . . . . . . . . . . . . . . . . . . . . . . . .   25-26

 8.  Responsibility of Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26-27

 9.  Persons Having Access to Assets of the Fund  . . . . . . . . . . . . . . . . . . . .      27

10.  Effective Period, Termination and Amendment; Successor Custodian . . . . . . . . . .   27-28

11.  Interpretive and Additional Provisions . . . . . . . . . . . . . . . . . . . . . . .   28-29

12.  Certification as to Authorized Officers  . . . . . . . . . . . . . . . . . . . . . .      29

13.  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      29

14.  Massachusetts Law to Apply . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      29

15.  Adoption of the Agreement by the Fund  . . . . . . . . . . . . . . . . . . . . . . .      30
</TABLE>
<PAGE>   4
                           MASTER CUSTODIAN AGREEMENT


       This Agreement is made as of December 15, 1992 between each investment
company advised by John Hancock Advisers, Inc. which has adopted this Agreement
in the manner provided herein and Investors Bank & Trust Company (hereinafter
called "Bank", "Custodian" and "Agent"), a trust company established under the
laws of Massachusetts with a principal place of business in Boston,
Massachusetts.

       Whereas, each such investment company is registered under the Investment
Company Act of 1940 and has appointed the Bank to act as Custodian of its
property and to perform certain duties as its Agent, as more fully hereinafter
set forth; and

       Whereas, the Bank is willing and able to act as each such investment
company's Custodian and Agent, subject to and in accordance with the provisions
hereof;

       Now, therefore, in consideration of the premises and of the mutual
covenants and agreements herein contained, each such investment company and the
Bank agree as follows:

1.  Definitions
    -----------

       Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

       (a)  "Fund" shall mean the investment company which has adopted this
Agreement and is listed on Appendix A hereto.  If the Fund is a Massachusetts
business trust or Maryland corporation, it may in the future establish and
designate other separate and distinct series of shares, each of which may be
called a "portfolio"; in such case, the term "Fund" shall also refer to each
such separate series or portfolio.
       (b)  "Board" shall mean the board of directors/trustees/managing general
partners/director general partners of the Fund, as the case may be.
       (c)  "The Depository Trust Company", a clearing agency registered with
the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
       (d)  "Authorized Officer", shall mean any of the following officers of
the Trust: The Chairman of the Board of Trustees, the President, a Vice
President, the Secretary, the Treasurer or Assistant Secretary or Assistant
Treasurer, or any other officer of the Trust duly authorized to sign by
appropriate resolution of the Board of Trustees of the Trust.

       (e)  "Participants Trust Company", a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities Exchange
Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.

<PAGE>   5

       (f)  "Approved Clearing Agency" shall mean any other domestic clearing
agency registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934 which acts as a securities depository
but only if the Custodian has received a certified copy of a vote of the Board
approving such clearing agency as a securities depository for the Fund.

       (g)   "Federal Book-Entry System" shall mean the book-entry system
referred to in Rule 17f-4(b) under the Investment Company Act of 1940 for
United States and federal agency securities (i.e., as provided in Subpart O of
Treasury Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, and the
book-entry regulations of federal agencies substantially in the form of Subpart
O).

       (h)  "Approved Foreign Securities Depository" shall mean a foreign
securities depository or clearing agency referred to in rule 17f-4 under the
Investment Company Act of 1940 for foreign securities but only if the Custodian
has received a certified copy of a vote of the Board approving such depository
or clearing agency as a foreign securities depository for the Fund.

       (i)  "Approved Book-Entry System for Commercial Paper" shall mean a
system maintained by the Custodian or by a subcustodian employed pursuant to
Section 2 hereof for the holding of commercial paper in book-entry form but
only if the Custodian has received a certified copy of a vote of the Board
approving the participation by the Fund in such system.

       (j)   The Custodian shall be deemed to have received "proper
instructions" in respect of any of the matters referred to in this Agreement
upon receipt of written or facsimile instructions signed by such one or more
person or persons as the Board shall have from time to time authorized to give
the particular class of instructions in question. Electronic instructions for
the purchase and sale of securities which are transmitted by John Hancock
Advisers, Inc. to the Custodian through the John Hancock equity trading system
and the John Hancock fixed income trading system shall be deemed to be proper
instructions; the Fund shall cause all such instructions to be confirmed in
writing.  Different persons may be authorized to give instructions for
different purposes.  A certified copy of a vote of the Board may be received
and accepted by the Custodian as conclusive evidence of the authority of any
such person to act and may be considered as in full force and effect until
receipt of written notice to the contrary.  Such instructions may be general or
specific in terms and, where appropriate, may be standing instructions.  Unless
the vote delegating authority to any person or persons to give a particular
class of instructions specifically requires that the approval of any person,
persons or committee shall first have been obtained before the Custodian may
act on instructions of that class, the Custodian shall be under no obligation
to question the right of the person or persons giving such instructions in so
doing.  Oral instructions will be considered proper instructions if the
Custodian reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved.  The Fund
shall cause all oral 

<PAGE>   6

instructions to be confirmed in writing.  The Fund authorizes the Custodian to
tape record any and all telephonic or other oral instructions given to the
Custodian.  Upon receipt of a certificate signed by two officers of the Fund as
to the authorization by the President and the Treasurer of the Fund accompanied
by a detailed description of the communication procedures approved by the
President and the Treasurer of the Fund, "proper instructions" may also include
communications effected directly between electromechanical or electronic
devices provided that the President and Treasurer of the Fund and the Custodian
are satisfied that such procedures afford adequate safeguards for the Fund's
assets.  In performing its duties generally, and more particularly in
connection with the purchase, sale and exchange of securities made by or for
the Fund, the Custodian may take cognizance of the provisions of the governing
documents and registration statement of the Fund as the same may from time to
time be in effect (and votes, resolutions or proceedings of the shareholders or
the Board), but, nevertheless, except as otherwise expressly provided herein,
the Custodian may assume unless and until notified in writing to the
contrary that so-called proper instructions received by it are not in conflict
with or in any way contrary to any provisions of such governing documents and
registration statement, or votes, resolutions or proceedings of the
shareholders or the Board.

2.  Employment of Custodian and Property to be Held by It
    -----------------------------------------------------

       The Fund hereby appoints and employs the Bank as its Custodian and Agent
in accordance with and subject to the provisions hereof, and the Bank hereby
accepts such appointment and employment.  The Fund agrees to deliver to the
Custodian all securities, participation interests, cash and other assets owned
by it, and all payments of income, payments of principal and capital
distributions and adjustments received by it with respect to all securities and
participation interests owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares ("Shares") of the
Fund as may be issued or sold from time to time.  The Custodian shall not be
responsible for any property of the Fund held by the Fund and not delivered by
the Fund to the Custodian.  The Fund will also deliver to the Bank from time to
time copies of its currently effective charter (or declaration of trust or
partnership agreement, as the case may be), by-laws, prospectus, statement of
additional information and distribution agreement with its principal
underwriter, together with such resolutions, votes and other proceedings of the
Fund as may be necessary for or convenient to the Bank in the performance of
its duties hereunder.

       The Custodian may from time to time employ one or more subcustodians to
perform such acts and services upon such terms and conditions as shall be
approved from time to time by the Board.  Any such subcustodian so employed by
the Custodian shall be deemed to be the agent of the Custodian, and the
Custodian shall remain primarily responsible for the securities, participation
interests, moneys and other property of the Fund held by such subcustodian.
Any foreign subcustodian shall be a bank or trust company which is an eligible
foreign custodian within the meaning of Rule 17f-5 under the Investment Company
Act of 1940, and the foreign custody arrangements shall be approved by the
Board and shall be in accordance with and subject to the provisions of said
Rule.  For 

<PAGE>   7

the purposes of this Agreement, any property of the Fund held by any such
subcustodian (domestic or foreign) shall be deemed to be held by the Custodian
under the terms of this Agreement.

3.  Duties of the Custodian with Respect to Property of the Fund
    ------------------------------------------------------------

    A.       SAFEKEEPING AND HOLDING OF PROPERTY  The Custodian shall keep
             safely all property of the Fund and on behalf of the Fund shall
             from time to time receive delivery of Fund property for
             safekeeping.  The Custodian shall hold, earmark and segregate on
             its books and records for the account of the Fund all property of
             the Fund, including all securities, participation interests and
             other assets of the Fund (1) physically held by the Custodian, (2)
             held by any subcustodian referred to in Section 2 hereof or by any
             agent referred to in Paragraph K hereof, (3) held by or maintained
             in The Depository Trust Company or in Participants Trust Company
             or in an Approved Clearing Agency or in the Federal Book- Entry
             System or in an Approved Foreign Securities Depository, each of
             which from time to time is referred to herein as a "Securities
             System", and (4) held by the Custodian or by any subcustodian
             referred to in Section 2 hereof and maintained in any Approved
             Book-Entry System for Commercial Paper.

    B.       DELIVERY OF SECURITIES The Custodian shall release and deliver
             securities or participation interests owned by the Fund held (or
             deemed to be held) by the Custodian or maintained in a Securities
             System account or in an Approved Book-Entry System for Commercial
             Paper account only upon receipt of proper instructions, which may
             be continuing instructions when deemed appropriate by the parties,
             and only in the following cases:

             1)      Upon sale of such securities or participation interests
                     for the account of the Fund, BUT ONLY against receipt of
                     payment therefor; if delivery is made in Boston or New
                     York City, payment therefor shall be made in accordance
                     with generally accepted clearing house procedures or by
                     use of Federal Reserve Wire System procedures; if delivery
                     is made elsewhere payment therefor shall be in accordance
                     with the then current "street delivery" custom or in
                     accordance with such procedures agreed to in writing from
                     time to time by the parties hereto; if the sale is
                     effected through a Securities System, delivery and payment
                     therefor shall be made in accordance with the provisions
                     of Paragraph L hereof; if the sale of commercial paper is
                     to be effected through an Approved Book-Entry System for
                     Commercial Paper, delivery and payment therefor shall be
                     made in accordance with the provisions of Paragraph M
                     hereof; if the securities are to be sold outside the
                     United States, delivery may be made in accordance with
                     procedures agreed to in writing from time to time by the
                     parties hereto; for the purposes of this subparagraph, the
                     term "sale" shall include the disposition of a portfolio

<PAGE>   8

                     security (i) upon the exercise of an option written by the
                     Fund and (ii) upon the failure by the Fund to make a
                     successful bid with respect to a portfolio security, the
                     continued holding of which is contingent upon the making
                     of such a bid;

             2)      Upon the receipt of payment in connection with any
                     repurchase agreement or reverse repurchase agreement
                     relating to such securities and entered into by the Fund;

             3)      To the depository agent in connection with tender or other
                     similar offers for portfolio securities of the Fund;

             4)      To the issuer thereof or its agent when such securities or
                     participation interests are called, redeemed, retired or
                     otherwise become payable; provided that, in any such case,
                     the cash or other consideration is to be delivered to the
                     Custodian or any subcustodian employed pursuant to Section
                     2 hereof;

             5)      To the issuer thereof, or its agent, for transfer into the
                     name of the Fund or into the name of any nominee of the
                     Custodian or into the name or nominee name of any agent
                     appointed pursuant to Paragraph K hereof or into the name
                     or nominee name of any subcustodian employed pursuant to
                     Section 2 hereof; or for exchange for a different number
                     of bonds, certificates or other evidence representing the
                     same aggregate face amount or number of units; provided
                     that, in any such case, the new securities or
                     participation interests are to be delivered to the
                     Custodian or any subcustodian employed pursuant to Section
                     2 hereof;

             6)      To the broker selling the same for examination in
                     accordance with the "street delivery" custom; provided
                     that the Custodian shall adopt such procedures as the Fund
                     from time to time shall approve to ensure their prompt
                     return to the Custodian by the broker in the event the
                     broker elects not to accept them;

             7)      For exchange or conversion pursuant to any plan of merger,
                     consolidation, recapitalization, reorganization or
                     readjustment of the securities of the issuer of such
                     securities, or pursuant to provisions for conversion of
                     such securities, or pursuant to any deposit agreement;
                     provided that, in any such case, the new securities and
                     cash, if any, are to be delivered to the Custodian or any
                     subcustodian employed pursuant to Section 2 hereof;
<PAGE>   9
             8)      In the case of warrants, rights or similar securities, the
                     surrender thereof in connection with the exercise of such
                     warrants, rights or similar securities, or the surrender
                     of interim receipts or temporary securities for definitive
                     securities; provided that, in any such case, the new
                     securities and cash, if any, are to be delivered to the
                     Custodian or any subcustodian employed pursuant to Section
                     2 hereof;

             9)      For delivery in connection with any loans of securities
                     made by the Fund (such loans to be made pursuant to the
                     terms of the Fund's current registration statement), but
                     only against receipt of adequate collateral as agreed upon
                     from time to time by the Custodian and the Fund, which may
                     be in the form of cash or obligations issued by the United
                     States government, its agencies or instrumentalities.

             10)     For delivery as security in connection with any borrowings
                     by the Fund requiring a pledge or hypothecation of assets
                     by the Fund (if then permitted under circumstances
                     described in the current registration statement of the
                     Fund), provided, that the securities shall be released
                     only upon payment to the Custodian of the monies borrowed,
                     except that in cases where additional collateral is
                     required to secure a borrowing already made, further
                     securities may be released for that purpose; upon receipt
                     of proper instructions, the Custodian may pay any such
                     loan upon redelivery to it of the securities pledged or
                     hypothecated therefor and upon surrender of the note or
                     notes evidencing the loan;

             11)     When required for delivery in connection with any
                     redemption or repurchase of Shares of the Fund in
                     accordance with the provisions of Paragraph J hereof;

             12)     For delivery in accordance with the provisions of any
                     agreement between the Custodian (or a subcustodian
                     employed pursuant to Section 2 hereof) and a broker-dealer
                     registered under the Securities Exchange Act of 1934 and,
                     if necessary, the Fund, relating to compliance with the
                     rules of The Options Clearing Corporation or of any
                     registered national securities exchange, or of any similar
                     organization or organizations, regarding deposit or escrow
                     or other arrangements in connection with options
                     transactions by the Fund;

             13)     For delivery in accordance with the provisions of any
                     agreement among the Fund, the Custodian (or a subcustodian
                     employed pursuant to Section 2 hereof),

                     and a futures commission merchant, relating to compliance
                     with the rules of the Commodity Futures Trading Commission
                     and/or of any 

<PAGE>   10


                     contract market or commodities exchange or similar 
                     organization, regarding futures margin account deposits or 
                     payments in connection with futures transactions by
                     the Fund;

             14)     For any other proper corporate purpose, but only upon
                     receipt of, in addition to proper instructions, a
                     certified copy of a vote of the Board specifying the
                     securities to be delivered, setting forth the purpose for
                     which such delivery is to be made, declaring such purpose
                     to be proper corporate purpose, and naming the person or
                     persons to whom delivery of such securities shall be made.

    C.       REGISTRATION OF SECURITIES  Securities held by the Custodian
             (other than bearer securities) for the account of the Fund shall
             be registered in the name of the Fund or in the name of any
             nominee of the Fund or of any nominee of the Custodian, or in the
             name or nominee name of any agent appointed pursuant to Paragraph
             K hereof, or in the name or nominee name of any subcustodian
             employed pursuant to Section 2 hereof, or in the name or nominee
             name of The Depository Trust Company or Participants Trust Company
             or Approved Clearing Agency or Federal Book-Entry System or
             Approved Book-Entry System for Commercial Paper; provided, that
             securities are held in an account of the Custodian or of such
             agent or of such subcustodian containing only assets of the Fund
             or only assets held by the Custodian or such agent or such
             subcustodian as a custodian or subcustodian or in a fiduciary
             capacity for customers.  All certificates for securities accepted
             by the Custodian or any such agent or subcustodian on behalf of
             the Fund shall be in "street" or other good delivery form or shall
             be returned to the selling broker or dealer who shall be advised
             of the reason thereof.

    D.       BANK ACCOUNTS  The Custodian shall open and maintain a separate
             bank account or accounts in the name of the Fund, subject only to
             draft or order by the Custodian acting in pursuant to the terms of
             this Agreement, and shall hold in such account or accounts,
             subject to the provisions hereof, all cash received by it from or
             for the account of the Fund other than cash maintained by the Fund
             in a bank account established and used in accordance with Rule
             17f-3 under the Investment Company Act of 1940.  Funds held by the
             Custodian for the Fund may be deposited by it to its credit as
             Custodian in the Banking Department of the Custodian or in such
             other banks or trust companies as the Custodian may in its
             discretion deem necessary or desirable; provided, however, that
             every such bank or trust company shall be qualified to act as a
             custodian under the Investment Company Act of 1940 and that each
             such bank or trust company and the funds to be deposited with each
             such bank or trust company shall be approved in writing by two
             officers of the Fund.  Such funds shall be deposited by the
             Custodian in its capacity as Custodian and shall be subject to
             withdrawal only by the Custodian in that capacity.

<PAGE>   11

    E.       PAYMENT FOR SHARES OF THE FUND  The Custodian shall make
             appropriate arrangements with the Transfer Agent and the principal
             underwriter of the Fund to enable the Custodian to make certain it
             promptly receives the cash or other consideration due to the Fund
             for such new or treasury Shares as may be issued or sold from time
             to time by the Fund, in accordance with the governing documents
             and offering prospectus and statement of additional information of
             the Fund.  The Custodian will provide prompt notification to the
             Fund of any receipt by it of payments for Shares of the Fund.

    F.       INVESTMENT AND AVAILABILITY OF FEDERAL FUNDS  Upon agreement
             between the Fund and the Custodian, the Custodian shall, upon the
             receipt of proper instructions, which may be continuing
             instructions when deemed appropriate by the parties, invest in
             such securities and instruments as may be set forth in such
             instructions on the same day as received all federal funds
             received after a time agreed upon between the Custodian and the
             Fund.

    G.       COLLECTIONS  The Custodian shall promptly collect all income and
             other payments with respect to registered securities held
             hereunder to which the Fund shall be entitled either by law or
             pursuant to custom in the securities business, and shall promptly
             collect all income and other payments with respect to bearer
             securities if, on the date of payment by the issuer, such
             securities are held by the Custodian or agent thereof and shall
             credit such income, as collected, to the Fund's custodian account.

The Custodian shall do all things necessary and proper in connection with such
prompt collections and, without limiting the generality of the foregoing, the
Custodian shall

             1)      Present for payment all coupons and other income items
                     requiring presentations;

             2)      Present for payment all securities which may mature or be
                     called, redeemed, retired or otherwise become payable;

             3)      Endorse and deposit for collection, in the name of the
                     Fund, checks, drafts or other negotiable instruments;

             4)      Credit income from securities maintained in a Securities
                     System or in an Approved Book-Entry System for Commercial
                     Paper at the time funds become available to the Custodian;
                     in the case of securities maintained in The Depository
                     Trust Company funds shall be deemed available to the Fund
                     not later than the opening of business on the first
                     business day after receipt of such funds by the Custodian.
<PAGE>   12

The Custodian shall notify the Fund as soon as reasonably practicable whenever
income due on any security is not promptly collected.  In any case in which the
Custodian does not receive any due and unpaid income after it has made demand
for the same, it shall immediately so notify the Fund in writing, enclosing
copies of any demand letter, any written response thereto, and memoranda of all
oral responses thereto and to telephonic demands, and await instructions from
the Fund; the Custodian shall in no case have any liability for any nonpayment
of such income provided the Custodian meets the standard of care set forth in
Section 8 hereof.  The Custodian shall not be obligated to take legal action
for collection unless and until reasonably indemnified to its satisfaction.

The Custodian shall also receive and collect all stock dividends, rights and
other items of like nature, and deal with the same pursuant to proper
instructions relative thereto.

    H.       PAYMENT OF FUND MONEYS  Upon receipt of proper instructions, which
             may be continuing instructions when deemed appropriate by the
             parties, the Custodian shall pay out moneys of the Fund in the
             following cases only:

             1)      Upon the purchase of securities, participation interests,
                     options, futures contracts, forward contracts and options
                     on futures contracts purchased for the account of the Fund
                     but only (a) against the receipt of

                    (i)       such securities registered as provided in
                              Paragraph C hereof or in proper form for 
                              transfer or

                    (ii)      detailed instructions signed by an officer of the
                              Fund regarding the participation interests to be
                              purchased or

                    (iii)     written confirmation of the purchase by the Fund
                              of the options, futures contracts, forward
                              contracts or options on futures contracts

                     by the Custodian (or by a subcustodian employed pursuant
                     to Section 2 hereof or by a clearing corporation of a
                     national securities exchange of which the Custodian is a
                     member or by any bank, banking institution or trust
                     company doing business in the United States or abroad
                     which is qualified under the Investment Company Act of
                     1940 to act as a custodian and which has been designated
                     by the Custodian as its agent for this purpose or by the
                     agent specifically designated in such instructions as
                     representing the purchasers of a new issue of privately
                     placed securities); (b) in the case of a purchase effected
                     through a Securities System, upon receipt of the
                     securities by the Securities System in accordance with the
                     conditions set forth in Paragraph L hereof; (c) in the
                     case of a purchase of commercial paper effected through an
                     Approved Book-Entry System for Commercial Paper, upon
<PAGE>   13
                     receipt of the paper by the Custodian or subcustodian in
                     accordance with the conditions set forth in Paragraph M
                     hereof; (d) in the case of repurchase agreements entered
                     into between the Fund and another bank or a broker-
                     dealer, against receipt by the Custodian of the securities
                     underlying the repurchase agreement either in certificate
                     form or through an entry crediting the Custodian's
                     segregated, non-proprietary account at the Federal Reserve
                     Bank of Boston with such securities along with written
                     evidence of the agreement by the bank or broker-dealer to
                     repurchase such securities from the Fund; or (e) with
                     respect to securities purchased outside of the United
                     States, in accordance with written procedures agreed to
                     from time to time in writing by the parties hereto;

             2)      When required in connection with the conversion, exchange
                     or surrender of securities owned by the Fund as set forth
                     in Paragraph B hereof;

             3)      When required for the redemption or repurchase of Shares
                     of the Fund in accordance with the provisions of Paragraph
                     J hereof;

             4)      For the payment of any expense or liability incurred by
                     the Fund, including but not limited to the following
                     payments for the account of the Fund:  advisory fees,
                     distribution plan payments, interest, taxes, management
                     compensation and expenses, accounting, transfer agent and
                     legal fees, and other operating expenses of the Fund
                     whether or not such expenses are to be in whole or part
                     capitalized or treated as deferred expenses;

             5)      For the payment of any dividends or other distributions to
                     holders of Shares declared or authorized by the Board; and

             6)      For any other proper corporate purpose, but only upon
                     receipt of, in addition to proper instructions, a
                     certified copy of a vote of the Board, specifying the
                     amount of such payment, setting forth the purpose for
                     which such payment is to be made, declaring such purpose
                     to be a proper corporate purpose, and naming the person or
                     persons to whom such payment is to be made.

    I.       LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES
             PURCHASED  In any and every case where payment for purchase of
             securities for the account of the Fund is made by the Custodian in
             advance of receipt of the securities purchased in the absence of
             specific written instructions signed by two officers of the Fund
             to so pay in advance, the Custodian shall be absolutely liable to
             the Fund for such securities to the same extent as if the
             securities had been received by the Custodian; EXCEPT that in the
             case of a repurchase agreement 

<PAGE>   14

             entered into by the Fund with a bank which is a member of the
             Federal Reserve System, the Custodian may transfer funds to the
             account of such bank prior to the receipt of (i) the securities in
             certificate form subject to such repurchase agreement or (ii)
             written evidence that the securities subject to such repurchase
             agreement have been transferred by book-entry into a segregated
             non-proprietary account of the Custodian maintained with the
             Federal Reserve Bank of Boston or (iii) the safekeeping receipt,
             PROVIDED that such securities have in fact been so transferred by
             book-entry and the written repurchase agreement is received by the
             Custodian in due course; AND EXCEPT that if the securities are to  
             be purchased outside the United States, payment may be made in
             accordance with procedures agreed to from time to time by the
             parties hereto.

    J.       PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES OF THE FUND
             From such funds as may be available for the purpose, but subject
             to any applicable votes of the Board and the current redemption
             and repurchase procedures of the Fund, the Custodian shall, upon
             receipt of written instructions from the Fund or from the Fund's
             transfer agent or from the principal underwriter, make funds
             and/or portfolio securities available for payment to holders of
             Shares who have caused their Shares to be redeemed or repurchased
             by the Fund or for the Fund's account by its transfer agent or
             principal underwriter.

             The Custodian may maintain a special checking account upon which
             special checks may be drawn by shareholders of the Fund holding
             Shares for which certificates have not been issued.  Such checking
             account and such special checks shall be subject to such rules and
             regulations as the Custodian and the Fund may from time to time
             adopt.  The Custodian or the Fund may suspend or terminate use of
             such checking account or such special checks (either generally or
             for one or more shareholders) at any time.  The Custodian and the
             Fund shall notify the other immediately of any such suspension or
             termination.

    K.       APPOINTMENT OF AGENTS BY THE CUSTODIAN  The Custodian may at any
             time or times in its discretion appoint (and may at any time
             remove) any other bank or trust company (provided such bank or
             trust company is itself qualified under the Investment Company Act
             of 1940 to act as a custodian or is itself an eligible foreign
             custodian within the meaning of Rule 17f-5 under said Act) as the
             agent of the Custodian to carry out such of the duties and
             functions of the Custodian described in this Section 3 as the
             Custodian may from time to time direct; provided, however, that
             the appointment of any such agent shall not relieve the Custodian
             of any of its responsibilities or liabilities hereunder, and as
             between the Fund and the Custodian the Custodian shall be fully
             responsible for the acts and omissions of any such agent.  For the
             purposes of this Agreement, any property of the Fund held by any
             such agent shall be deemed to be held by the Custodian hereunder.

<PAGE>   15

    L.       DEPOSIT OF FUND PORTFOLIO SECURITIES IN SECURITIES SYSTEMS  The
             Custodian may deposit and/or maintain securities owned by the Fund

                     (1)      in The Depository Trust Company;

                     (2)      in Participants Trust Company;

                     (3)      in any other Approved Clearing Agency;

                     (4)      in the Federal Book-Entry System; or

                     (5)      in an Approved Foreign Securities Depository

              in each case only in accordance with applicable Federal Reserve
              Board and Securities and Exchange Commission rules and
              regulations, and at all times subject to the following
              provisions:

    (a)      The Custodian may (either directly or through one or more
             subcustodians employed pursuant to Section 2) keep securities of
             the Fund in a Securities System provided that such securities are
             maintained in a non-proprietary account ("Account") of the
             Custodian or such subcustodian in the Securities System which
             shall not include any assets of the Custodian or such subcustodian
             or any other person other than assets held by the Custodian or
             such subcustodian as a fiduciary, custodian, or otherwise for its
             customers.

    (b)      The records of the Custodian with respect to securities of the
             Fund which are maintained in a Securities System shall identify by
             book-entry those securities belonging to the Fund, and the
             Custodian shall be fully and completely responsible for
             maintaining a recordkeeping system capable of accurately and
             currently stating the Fund's holdings maintained in each such
             Securities System.

    (c)      The Custodian shall pay for securities purchased in book-entry
             form for the account of the Fund only upon (i) receipt of notice
             or advice from the Securities System that such securities have
             been transferred to the Account, and (ii) the making of any entry
             on the records of the Custodian to reflect such payment and
             transfer for the account of the Fund.  The Custodian shall
             transfer securities sold for the account of the Fund only upon (i)
             receipt of notice or advice from the Securities System that
             payment for such securities has been transferred to the Account,
             and (ii) the making of an entry on the records of the Custodian to
             reflect such transfer and payment for the account of the Fund.
             Copies of all notices or advises from the Securities System of
             transfers of securities for the account of the Fund shall identify
             the Fund, be maintained for the Fund by the Custodian and be
             promptly provided to the Fund at its request.  

<PAGE>   16

             The Custodian shall promptly send to the Fund confirmation 
             of each transfer to or from the account of the Fund in the form
             of a written advice or notice of each such transaction, and shall
             furnish to the Fund copies of daily transaction sheets reflecting
             each day's transactions in the Securities System for the account
             of the Fund on the next business day.

    (d)      The Custodian shall promptly send to the Fund any report or other
             communication received or obtained by the Custodian relating to
             the Securities System's accounting system, system of internal
             accounting controls or procedures for safeguarding securities
             deposited in the Securities System; the Custodian shall promptly
             send to the Fund any report or other communication relating to the
             Custodian's internal accounting controls and procedures for
             safeguarding securities deposited in any Securities System; and
             the Custodian shall ensure that any agent appointed pursuant to
             Paragraph K hereof or any subcustodian employed pursuant to
             Section 2 hereof shall promptly send to the Fund and to the
             Custodian any report or other communication relating to such
             agent's  or subcustodian's internal accounting controls and
             procedures for safeguarding securities deposited in any Securities
             System.  The Custodian's books and records relating to the Fund's
             participation in each Securities System will at all times during
             regular business hours be open to the inspection of the Fund's
             authorized officers, employees or agents.

    (e)      The Custodian shall not act under this Paragraph L in the absence
             of receipt of a certificate of an officer of the Fund that the
             Board has approved the use of a particular Securities System; the
             Custodian shall also obtain appropriate assurance from the
             officers of the Fund that the Board has annually reviewed and
             approved the continued use by the Fund of each Securities System,
             so long as such review and approval is required by Rule 17f-4
             under the Investment Company Act of 1940, and the Fund shall
             promptly notify the Custodian if the use of a Securities System is
             to be discontinued; at the request of the Fund, the Custodian will
             terminate the use of any such Securities System as promptly as
             practicable.

    (f)      Anything to the contrary in this Agreement notwithstanding, the
             Custodian shall be liable to the Fund for any loss or damage to
             the Fund resulting from use of the Securities System by reason of
             any negligence, misfeasance or misconduct of the Custodian or any
             of its agents or subcustodians or of any of its or their employees
             or from any failure of the Custodian or any such agent or
             subcustodian to enforce effectively such rights as it may have
             against the Securities System or any other person; at the election
             of the Fund, it shall be entitled to be 

<PAGE>   17

             subrogated to the rights of the Custodian with respect to any claim
             against the Securities System or any other person which the
             Custodian may have as a consequence of any such loss or damage
             if and to the extent that the Fund has not been made whole for any
             such loss or damage.

M.       DEPOSIT OF FUND COMMERCIAL PAPER IN AN APPROVED BOOK-ENTRY SYSTEM FOR
         COMMERCIAL PAPER  Upon receipt of proper instructions with respect to
         each issue of direct issue commercial paper purchased by the Fund, the
         Custodian may deposit and/or maintain direct issue commercial paper
         owned by the Fund in any Approved Book-Entry System for Commercial
         Paper, in each case only in accordance with applicable Securities and
         Exchange Commission rules, regulations, and no-action correspondence,
         and at all times subject to the following provisions:

             (a)     The Custodian may (either directly or through one or more
                     subcustodians employed pursuant to Section 2) keep
                     commercial paper of the Fund in an Approved Book-Entry
                     System for Commercial Paper, provided that such paper is
                     issued in book entry form by the Custodian or subcustodian
                     on behalf of an issuer with which the Custodian or
                     subcustodian has entered into a book-entry agreement and
                     provided further that such paper is maintained in a
                     non-proprietary account ("Account") of the Custodian or
                     such subcustodian in an Approved Book-Entry System for
                     Commercial Paper which shall not include any assets of the
                     Custodian or such subcustodian or any other person other
                     than assets held by the Custodian or such subcustodian as
                     a fiduciary, custodian, or otherwise for its customers.

             (b)     The records of the Custodian with respect to commercial
                     paper of the Fund which is maintained in an Approved
                     Book-Entry System for Commercial Paper shall identify by
                     book-entry each specific issue of commercial paper
                     purchased by the Fund which is included in the System and
                     shall at all times during regular business hours be open
                     for inspection by authorized officers, employees or agents
                     of the Fund.  The Custodian shall be fully and completely
                     responsible for maintaining a recordkeeping system capable
                     of accurately and currently stating the Fund's holdings of
                     commercial paper maintained in each such System.

             (c)     The Custodian shall pay for commercial paper purchased in
                     book-entry form for the account of the Fund only upon
                     contemporaneous (i) receipt of notice or advice

                     from the issuer that such paper has been issued, sold and
                     transferred to the Account, and (ii) the making of an
                     entry on the records of the Custodian to reflect such
                     purchase, payment and transfer for the account of the
                     Fund.  The Custodian shall transfer such commercial 

<PAGE>   18

                     paper which is sold or cancel such commercial paper which
                     is redeemed for the account of the Fund only upon
                     contemporaneous (i) receipt of notice or advice that
                     payment for such paper has been transferred to the Account,
                     and (ii) the making of an entry on the records of the
                     Custodian to reflect such transfer or redemption and
                     payment for the account of the Fund. Copies of all notices,
                     advises and confirmations of transfers of commercial paper
                     for the account of the Fund shall identify the Fund, be
                     maintained for the Fund by the Custodian and be
                     promptly provided to the Fund at its request.  The
                     Custodian shall promptly send to the Fund confirmation of
                     each transfer to or from the account of the Fund in the
                     form of a written advice or notice of each such
                     transaction, and shall furnish to the Fund copies of daily
                     transaction sheets reflecting each day's transactions in
                     the System for the account of the Fund on the next business
                     day.

             (d)     The Custodian shall promptly send to the Fund any report
                     or other communication received or obtained by the
                     Custodian relating to each System's accounting system,
                     system of internal accounting controls or procedures for
                     safeguarding commercial paper deposited in the System; the
                     Custodian shall promptly send to the Fund any report or
                     other communication relating to the Custodian's internal
                     accounting controls and procedures for safeguarding
                     commercial paper deposited in any Approved Book-Entry
                     System for Commercial Paper; and the Custodian shall
                     ensure that any agent appointed pursuant to Paragraph K
                     hereof or any subcustodian employed pursuant to Section 2
                     hereof shall promptly send to the Fund and to the
                     Custodian any report or other communication relating to
                     such agent's  or subcustodian's internal accounting
                     controls and procedures for safeguarding securities
                     deposited in any Approved Book-Entry System for Commercial
                     Paper.

             (e)     The Custodian shall not act under this Paragraph M in the
                     absence of receipt of a certificate of an officer of the
                     Fund that the Board has approved the use of a particular
                     Approved Book-Entry System for Commercial Paper; the
                     Custodian shall also obtain appropriate assurance from the
                     officers of the Fund that the Board

                     has annually reviewed and approved the continued use by
                     the Fund of each Approved Book-Entry System for Commercial
                     Paper, so long as such review and approval is required by
                     Rule 17f-4 under the Investment Company Act of 1940, and
                     the Fund shall promptly notify the Custodian if the use of
                     an Approved Book-Entry System for Commercial Paper is to
                     be discontinued; at the request of the Fund, the Custodian
                     will terminate the use of any such System as promptly as
                     practicable.

<PAGE>   19

             (f)     The Custodian (or subcustodian, if the Approved Book-Entry
                     System for Commercial Paper is maintained by the
                     subcustodian) shall issue physical commercial paper or
                     promissory notes whenever requested to do so by the Fund
                     or in the event of an electronic system failure which
                     impedes issuance, transfer or custody of direct issue
                     commercial paper by book-entry.

             (g)     Anything to the contrary in this Agreement
                     notwithstanding, the Custodian shall be liable to the Fund
                     for any loss or damage to the Fund resulting from use of
                     any Approved Book-Entry System for Commercial Paper by
                     reason of any negligence, misfeasance or misconduct of the
                     Custodian or any of its agents or subcustodians or of any
                     of its or their employees or from any failure of the
                     Custodian or any such agent or subcustodian to enforce
                     effectively such rights as it may have against the System,
                     the issuer of the commercial paper or any other person; at
                     the election of the Fund, it shall be entitled to be
                     subrogated to the rights of the Custodian with respect to
                     any claim against the System, the issuer of the commercial
                     paper or any other person which the Custodian may have as
                     a consequence of any such loss or damage if and to the
                     extent that the Fund has not been made whole for any such
                     loss or damage.

    N.       SEGREGATED ACCOUNT  The Custodian shall upon receipt of proper
             instructions establish and maintain a segregated account or
             accounts for and on behalf of the Fund, into which account or
             accounts may be transferred cash and/or securities, including
             securities maintained in an account by the Custodian pursuant to
             Paragraph L hereof, (i) in accordance with the provisions of any
             agreement among the Fund, the Custodian and any registered
             broker-dealer (or any futures commission merchant), relating to
             compliance with the rules of the Options Clearing Corporation and
             of any registered national securities exchange (or of the
             Commodity Futures Trading Commission or of any contract market or
             commodities exchange), or of any similar

             organization or organizations, regarding escrow or deposit or
             other arrangements in connection with transactions by the Fund,
             (ii) for purposes of segregating cash or U.S. Government
             securities in connection with options  purchased, sold or written
             by the Fund or futures contracts or options thereon purchased or
             sold by the Fund, (iii) for the purposes of compliance by the Fund
             with the procedures required by Investment Company Act Release No.
             10666, or any subsequent release or releases of the Securities and
             Exchange Commission relating to the maintenance of segregated
             accounts by registered investment companies and (iv) for other
             proper purposes, but only, in the case of clause (iv), upon
             receipt of, in addition to proper instructions, a certificate
             signed by two officers of the Fund, setting forth the purpose such
             segregated account and declaring such purpose to be a proper
             purpose.

<PAGE>   20

    O.       OWNERSHIP CERTIFICATES FOR TAX PURPOSES  The Custodian shall
             execute ownership and other certificates and affidavits for all
             federal and state tax purposes in connection with receipt of
             income or other payments with respect to securities of the Fund
             held by it and in connection with transfers of securities.

    P.       PROXIES  The Custodian shall, with respect to the securities held
             by it hereunder, cause to be promptly delivered to the Fund all
             forms of proxies and all notices of meetings and any other notices
             or announcements or other written information affecting or
             relating to the securities, and upon receipt of proper
             instructions shall execute and deliver or cause its nominee to
             execute and deliver such proxies or other authorizations as may be
             required. Neither the Custodian nor its nominee shall vote upon
             any of the securities or execute any proxy to vote thereon or give
             any consent or take any other action with respect thereto (except
             as otherwise herein provided) unless ordered to do so by proper
             instructions.

    Q.       COMMUNICATIONS RELATING TO FUND PORTFOLIO SECURITIES  The
             Custodian shall deliver promptly to the Fund all written
             information (including, without limitation, pendency of call and
             maturities of securities and participation interests and
             expirations of rights in connection therewith and notices of
             exercise of call and put options written by the Fund and the
             maturity of futures contracts purchased or sold by the Fund)
             received by the Custodian from issuers and other persons relating
             to the securities and participation interests being held for the
             Fund.  With respect to tender or exchange offers, the Custodian
             shall deliver promptly to the Fund all written information

             received by the Custodian from issuers and other persons relating
             to the securities and participation interests whose tender or
             exchange is sought and from the party (or his agents) making the
             tender or exchange offer.

    R.       EXERCISE OF RIGHTS; TENDER OFFERS  In the case of tender offers,
             similar offers to purchase or exercise rights (including, without
             limitation, pendency of calls and maturities of securities and
             participation interests and expirations of rights in connection
             therewith and notices of exercise of call and put options and the
             maturity of futures contracts) affecting or relating to securities
             and participation interests held by the Custodian under this
             Agreement, the Custodian shall have responsibility for promptly
             notifying the Fund of all such offers in accordance with the
             standard of reasonable care set forth in Section 8 hereof.  For
             all such offers for which the Custodian is responsible as provided
             in this Paragraph R, the Fund shall have responsibility for
             providing the Custodian with all necessary instructions in timely
             fashion.  Upon receipt of proper instructions, the Custodian shall
             timely deliver to the issuer or trustee thereof, or to the agent
             of either, warrants, puts, calls, rights or similar 

<PAGE>   21

             securities for the purpose of being exercised or sold upon proper
             receipt therefor and upon receipt of assurances satisfactory to
             the Custodian that the new securities and cash, if any,
             acquired by such action are to be delivered to the Custodian or
             any subcustodian employed pursuant to Section 2 hereof.  Upon
             receipt of proper instructions, the Custodian shall timely deposit
             securities upon invitations for tenders of securities upon proper  
             receipt therefor and upon receipt of assurances satisfactory to
             the Custodian that the consideration to be paid or delivered or
             the tendered securities are to be returned to the Custodian or
             subcustodian employed pursuant to Section 2 hereof.
             Notwithstanding any provision of this Agreement to the contrary,
             the Custodian shall take all necessary action, unless otherwise
             directed to the contrary by proper instructions, to comply with
             the terms of all mandatory or compulsory exchanges, calls,
             tenders, redemptions, or similar rights of security ownership, and
             shall thereafter promptly notify the Fund in writing of such
             action.

    S.       DEPOSITORY RECEIPTS  The Custodian shall, upon receipt of proper
             instructions, surrender or cause to be surrendered foreign
             securities to the depository used by an issuer of American
             Depository Receipts, European Depository Receipts or International
             Depository Receipts (hereinafter collectively referred to as
             "ADRs") for such securities, against a written receipt therefor
             adequately describing such securities and written evidence
             satisfactory to the Custodian that the depository has acknowledged
             receipt of instructions to issue with respect to such securities
             ADRs in the name of a nominee of the Custodian or in the name or
             nominee name of any subcustodian employed pursuant to Section 2
             hereof, for delivery to the Custodian or such subcustodian at such
             place as the Custodian or such subcustodian may from time to time
             designate. The Custodian shall, upon receipt of proper
             instructions, surrender ADRs to the issuer thereof against a
             written receipt therefor adequately describing the ADRs
             surrendered and written evidence satisfactory to the Custodian
             that the issuer of the ADRs has acknowledged receipt of
             instructions to cause its depository to deliver the securities
             underlying such ADRs to the Custodian or to a subcustodian
             employed pursuant to Section 2 hereof.

    T.       INTEREST BEARING CALL OR TIME DEPOSITS  The Custodian shall, upon
             receipt of proper instructions, place interest bearing fixed term
             and call deposits with the banking department of such banking
             institution (other than the Custodian) and in such amounts as the
             Fund may designate.  Deposits may be denominated in U.S. Dollars
             or other currencies.  The Custodian shall include in its records
             with respect to the assets of the Fund appropriate notation as to
             the amount and currency of each such deposit, the accepting
             banking institution and other appropriate details and shall retain
             such forms of advice or receipt evidencing the deposit, if any, as
             may be forwarded to the Custodian by the banking
<PAGE>   22

             institution.  Such deposits shall be deemed portfolio securities
             of the applicable Fund for the purposes of this Agreement, and the
             Custodian shall be responsible for the collection of income from
             such accounts and the transmission of cash to and from such
             accounts.

    U.       Options, Futures Contracts and Foreign Currency Transactions
             ------------------------------------------------------------

             1.      OPTIONS.  The Custodians shall, upon receipt of proper
                     instructions and in accordance with the provisions of any
                     agreement between the Custodian, any registered
                     broker-dealer and, if necessary, the Fund, relating to
                     compliance with the rules of the Options Clearing
                     Corporation or of any registered national securities
                     exchange or similar organization or organizations, receive
                     and retain confirmations or other documents, if any,
                     evidencing the purchase or writing of an option on a
                     security, securities index, currency or other financial
                     instrument or index by the Fund;

                     deposit and maintain in a segregated account for each Fund
                     separately, either physically or by book-entry in a
                     Securities System, securities subject to a covered call
                     option written by the Fund; and release and/or transfer
                     such securities or other assets only in accordance with a
                     notice or other communication evidencing the expiration,
                     termination or exercise of such covered option furnished
                     by the Options Clearing Corporation, the securities or
                     options exchange on which such covered option is traded or
                     such other organization as may be responsible for handling
                     such options transactions.  The Custodian and the
                     broker-dealer shall be responsible for the sufficiency of
                     assets held in each Fund's segregated account in
                     compliance with applicable margin maintenance
                     requirements.

             2.      FUTURES CONTRACTS  The Custodian shall, upon receipt of
                     proper instructions, receive and retain confirmations and
                     other documents, if any, evidencing the purchase or sale
                     of a futures contract or an option on a futures contract
                     by the Fund; deposit and maintain in a segregated account,
                     for the benefit of any futures commission merchant, assets
                     designated by the Fund as initial, maintenance or
                     variation "margin" deposits (including mark- to-market
                     payments) intended to secure the Fund's performance of its
                     obligations under any futures contracts purchased or sold
                     or any options on futures contracts written by Fund, in
                     accordance with the provisions of any agreement or
                     agreements among the Fund, the Custodian and such futures
                     commission merchant, designed to comply with the rules of
                     the Commodity Futures Trading Commission and/or of any
                     contract market or commodities exchange or similar
                     organization regarding such margin deposits or payments;
                     and release and/or transfer assets in such margin accounts
                     only in 

<PAGE>   23

                     accordance with any such agreements or rules.  The
                     Custodian and the futures commission merchant shall be 
                     responsible for the sufficiency of assets held in the      
                     segregated account in compliance with the applicable
                     margin maintenance and mark-to-market payment requirements.

             3.      FOREIGN EXCHANGE TRANSACTIONS  The Custodian shall,
                     pursuant to proper instructions, enter into or cause a
                     subcustodian to enter into foreign exchange contracts,
                     currency swaps or options to purchase and sell foreign
                     currencies for spot and future delivery on behalf and for
                     the account of the Fund.  Such transactions may be
                     undertaken by the Custodian or subcustodian with such
                     banking or financial institutions or other currency
                     brokers, as set forth in proper instructions.  Foreign
                     exchange contracts, swaps and options shall be deemed to
                     be portfolio securities of the Fund; and accordingly, the
                     responsibility of the Custodian therefor shall be the same
                     as and no greater than the Custodian's responsibility in
                     respect of other portfolio securities of the Fund.  The
                     Custodian shall be responsible for the transmittal to and
                     receipt of cash from the currency broker or banking or
                     financial institution with which the contract or option is
                     made, the maintenance of proper records with respect to
                     the transaction and the maintenance of any segregated
                     account required in connection with the transaction.  The
                     Custodian shall have no duty with respect to the selection
                     of the currency brokers or banking or financial
                     institutions with which the Fund deals or for their
                     failure to comply with the terms of any contract or
                     option.  Without limiting the foregoing, it is agreed that
                     upon receipt of proper instructions and insofar as funds
                     are made available to the Custodian for the purpose, the
                     Custodian may (if determined necessary by the Custodian to
                     consummate a particular transaction on behalf and for the
                     account of the Fund) make free outgoing payments of cash
                     in the form of U.S. dollars or foreign currency before
                     receiving confirmation of a foreign exchange contract or
                     swap or confirmation that the countervalue currency
                     completing the foreign exchange contract or swap has been
                     delivered or received.  The Custodian shall not be
                     responsible for any costs and interest charges which may
                     be incurred by the Fund or the Custodian as a result of
                     the failure or delay of third parties to deliver foreign
                     exchange; provided that the Custodian shall nevertheless
                     be held to the standard of care set forth in, and shall be
                     liable to the Fund in accordance with, the provisions of
                     Section 8.

V.    ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY  The Custodian may in its
      discretion, without express authority from the Fund:

<PAGE>   24

             1)      make payments to itself or others for minor expenses of
                     handling securities or other similar items relating to its
                     duties under this Agreement, PROVIDED, that all such
                     payments shall be accounted for by the Custodian to the
                     Treasurer of the Fund;

             2)      surrender securities in temporary form for securities in
                     definitive form;

             3)      endorse for collection, in the name of the Fund, checks,
                     drafts and other negotiable instruments; and

             4)      in general, attend to all nondiscretionary details in
                     connection with the sale, exchange, substitution,
                     purchase, transfer and other dealings with the securities
                     and property of the Fund except as otherwise directed by
                     the Fund.

4.    Duties of Bank with Respect to Books of Account and Calculations of Net
      Asset Value
      -----------------------------------------------------------------------

The Bank shall as Agent (or as Custodian, as the case may be) keep such books
of account and render as at the close of business on each day a detailed
statement of the amounts received or paid out and of securities received or
delivered for the account of the Fund during said day and such other
statements, including a daily trial balance and inventory of the Fund's
portfolio securities; and shall furnish such other financial information and
data as from time to time requested by the Treasurer or any authorized officer
of the Fund; and shall compute and determine, as of the close of regular
trading on the New York Stock Exchange, or at such other time or times as the
Board may determine, the net asset value of a Share in the Fund, such
computation and determination to be made in accordance with the governing
documents of the Fund and the votes and instructions of the Board at the time
in force and applicable, and promptly notify the Fund and its investment
adviser and such other persons as the Fund may request of the result of such
computation and determination.  In computing the net asset value the Custodian
may rely upon security quotations received by telephone or otherwise from
sources or pricing services designated by the Fund by proper instructions, and
may further rely upon information furnished to it by any authorized officer of
the Fund relative (a) to liabilities of the Fund not appearing on its books of
account, (b) to the existence, status and proper treatment of any reserve or
reserves, (c) to any procedures established by the Board regarding the
valuation of portfolio securities, and (d) to the value to be assigned to any
bond, note, debenture, Treasury bill, repurchase agreement, subscription right,
security, participation interest or other asset or property for which market
quotations are not readily available.

5.     Records and Miscellaneous Duties
       --------------------------------

The Bank shall create, maintain and preserve all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Fund 

<PAGE>   25

under the Investment Company Act of 1940, with particular attention to Section
31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state
tax laws and any other law or administrative rules or procedures which may be
applicable to the Fund.  All books of account and records maintained by the Bank
in connection with the performance of its duties under this Agreement shall be
the property of the Fund, shall at all times during the regular business hours
of the Bank be open for inspection by authorized officers, employees or agents
of the Fund, and in the event of termination of this Agreement shall be
delivered to the Fund or to such other person or persons as shall be designated
by the Fund.  Disposition of any account or record after any required period of
preservation shall be only in accordance with specific instructions received
from the Fund.  The Bank        shall assist generally in the preparation of
reports to shareholders, audits of accounts, and other ministerial matters of
like nature; and, upon request, shall furnish the Fund's auditors with an
attested inventory of securities held with appropriate information as to
securities in transit or in the process of purchase or sale and with such other
information as said auditors may from time to time request.  The Custodian shall
also maintain records of all receipts, deliveries and locations of such
securities, together with a current inventory thereof, and shall conduct
periodic verifications (including sampling counts at the Custodian) of
certificates representing bonds and other securities for which it is responsible
under this Agreement in such manner as the Custodian shall determine from time
to time to be advisable in order to verify the accuracy of such inventory.  The
Bank shall not disclose or use any books or records it has prepared or
maintained by reason of this Agreement in any manner except as expressly
authorized herein or directed by the Fund, and the Bank shall keep confidential
any information obtained by reason of this Agreement.

6.       Opinion of Fund's Independent Public Accountants
         ------------------------------------------------

The Custodian shall take all reasonable action, as the Fund may from time to
time request, to enable the Fund to obtain from year to year favorable opinions
from the Fund's independent public accountants with respect to its activities
hereunder in connection with the preparation of the Fund's registration
statement and Form N-SAR or other periodic reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.

7.       Compensation and Expenses of Bank
         ---------------------------------

The Bank shall be entitled to reasonable compensation for its services as
Custodian and Agent, as agreed upon from time to time between the Fund and the
Bank.  The Bank shall entitled to receive from the Fund on demand reimbursement
for its cash disbursements, expenses and charges, including counsel fees, in
connection with its duties as Custodian and Agent hereunder, but excluding
salaries and usual overhead expenses.

8.     Responsibility of Bank
       ----------------------

<PAGE>   26

So long as and to the extent that it is in the exercise of reasonable care, the
Bank as Custodian and Agent shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties.

The Bank as Custodian and Agent shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Fund) on all matters, and shall
be without liability for any action reasonably taken or omitted pursuant to
such advice.

The Bank as Custodian and Agent shall be held to the exercise of reasonable
care in carrying out the provisions of this Agreement but shall be liable only
for its own negligent or bad faith acts or failures to act.  Notwithstanding
the foregoing, nothing contained in this paragraph is intended to nor shall it
be construed to modify the standards of care and responsibility set forth in
Section 2 hereof with respect to subcustodians and in subparagraph f of
Paragraph L of Section 3 hereof with respect to Securities Systems and in
subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved
Book-Entry System for Commercial Paper.

The Custodian shall be liable for the acts or omissions of a foreign banking
institution to the same extent as set forth with respect to subcustodians
generally in Section 2 hereof, provided that, regardless of whether assets are
maintained in the custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank, the Custodian shall not be
liable for any loss, damage, cost, expense, liability or claim resulting from,
or caused by, the direction of or authorization by the Fund to maintain custody
of any securities or cash of the Fund in a foreign county including, but not
limited to, losses resulting from nationalization, expropriation, currency
restrictions, acts of war, civil war or terrorism, insurrection, revolution,
military or usurped powers, nuclear fission, fusion or radiation, earthquake,
storm or other disturbance of nature or acts of God.

If the Fund requires the Bank in any capacity to take any action with respect
to securities, which action involves the payment of money or which action may,
in the opinion of the Bank, result in the Bank or its nominee assigned to the
Fund being liable for the payment of money or incurring liability of some other
form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.

9.       Persons Having Access to Assets of the Fund
         -------------------------------------------

             (i)     No trustee, director, general partner, officer, employee
                     or agent of the Fund shall have physical access to the
                     assets of the Fund held by the Custodian or be authorized
                     or permitted to withdraw any investments of the Fund, nor
                     shall the Custodian deliver any assets of the Fund to any
                     such person.  No officer or director, employee or agent of
                     the Custodian who holds any similar position with the Fund
                     or the 


<PAGE>   27

                     investment adviser of the Fund shall have access to the 
                     assets of the Fund.

             (ii)    Access to assets of the Fund held hereunder shall only be
                     available to duly authorized officers, employees,
                     representatives or agents of the Custodian or other
                     persons or entities for whose actions the Custodian shall
                     be responsible to the extent permitted hereunder, or to
                     the Fund's independent public accountants in connection
                     with their auditing duties performed on behalf of the
                     Fund.

             (iii)   Nothing in this Section 9 shall prohibit any officer,
                     employee or agent of the Fund or of the investment adviser
                     of the Fund from giving instructions to the Custodian or
                     executing a certificate so long as it does not result in
                     delivery of or access to assets of the Fund prohibited by
                     paragraph (i) of this Section 9.

10.   Effective Period, Termination and Amendment; Successor Custodian
      ----------------------------------------------------------------

This Agreement shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid
to the other party, such termination to take effect not sooner than sixty (60)
days after the date of such delivery or mailing; provided, that the Fund may at
any time by action of its Board, (i) substitute another bank or trust company
for the Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by the Federal Deposit Insurance
Corporation or by the Banking Commissioner of The Commonwealth of Massachusetts
or upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.  Upon termination of the
Agreement, the Fund shall pay to the Custodian such compensation as may be due
as of the date of such termination and shall likewise reimburse the Custodian
for its costs, expenses and disbursements.

Unless the holders of a majority of the outstanding Shares of the Fund vote to
have the securities, funds and other properties held hereunder delivered and
paid over to some other bank or trust company, specified in the vote, having
not less than $2,000,000 of aggregate capital, surplus and undivided profits,
as shown by its last published report, and meeting such other qualifications
for custodians set forth in the Investment Company Act of 1940, the Board
shall, forthwith, upon giving or receiving notice of termination of this
Agreement, appoint as successor custodian, a bank or trust company having such
qualifications.  The Bank, as Custodian, Agent or otherwise, shall, upon
termination of the Agreement, deliver to such successor custodian, all
securities then held hereunder and all funds or other properties of the Fund
deposited with or held by the Bank hereunder and all books of account and
records kept by the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto.  In the event that no such vote has been 

<PAGE>   28

adopted by the shareholders and that no written order designating a successor
custodian shall have been delivered to the Bank on or before the date when such
termination shall become effective, then the Bank shall not deliver the 
securities, funds and other properties of the Fund to the Fund but shall have
the right to deliver to a bank or trust company doing business in Boston,
Massachusetts of its own selection, having an aggregate capital, surplus and
undivided profits, as shown by its last published report, of not less than
$2,000,000, all funds, securities and properties of the Fund held by or 
deposited with the Bank, and all books of account and records kept by the Bank
pursuant to this Agreement, and all documents held by the Bank relative
thereto.  Thereafter such bank or trust company shall be the successor of the
Custodian under this Agreement.

11. Interpretive and Additional Provisions
    --------------------------------------

In connection with the operation of this Agreement, the Custodian and the Fund
may from time to time agree on such provisions interpretive of or in addition
to the provisions of this Agreement as may in their joint opinion be consistent
with the general tenor of this Agreement.  Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any provision of the
governing instruments of the Fund.  No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment
of this Agreement.

12. Certification as to Authorized Officers
    ---------------------------------------

The Secretary of the Fund shall at all times maintain on file with the Bank his
certification to the Bank, in such form as may be acceptable to the Bank, of
the names and signatures of the authorized officers of each fund, it being
understood that upon the occurence of any change in the information set forth
in the most recent certification on file (including without limitation any
person named in the most recent certification who has ceased to hold the office
designated therein), the Secretary of the Fund shall sign a new or amended
certification setting forth the change and the new, additional or ommitted
names or signatures.  The Bank shall be entitled to rely and act upon any
officers named in the most recent certification.

13. Notices
    -------

Notices and other writings delivered or mailed postage prepaid to the Fund
addressed to Thomas H. Drohan, John Hancock Advisers, Inc., 101 Huntington
Avenue, Boston, Massachusetts 02199, or to such other address as the Fund may
have designated to the Bank, in writing, or to Investors Bank & Trust Company,
24 Federal Street, Boston, Massachusetts 02110, shall be deemed to have been
properly delivered or given hereunder to the respective addressees.

<PAGE>   29

14.    Massachusetts Law to Apply; Limitations on Liability
       ----------------------------------------------------

This Agreement shall be construed and the provisions thereof interpreted under
and in accordance with the laws of The Commonwealth of Massachusetts.

If the Fund is a Massachusetts business trust, the Custodian expressly
acknowledges the provision in the Fund's declaration of trust limiting the
personal liability of the trustees and shareholders of the Fund; and the
Custodian agrees that it shall have recourse only to the assets of the Fund for
the payment of claims or obligations as between the Custodian and the Fund
arising out of this Agreement, and the Custodian shall not seek satisfaction of
any such claim or obligation from the trustees or shareholders of the Fund.
Each Fund, and each series or portfolio of a Fund, shall be liable only for its
own obligations to the Custodian under this Agreement and shall not be jointly
or severally liable for the obligations of any other Fund, series or portfolio
hereunder.

<PAGE>   30

15.    Adoption of the Agreement by the Fund
       -------------------------------------

The Fund represents that its Board has approved this Agreement and has duly
authorized the Fund to adopt this Agreement.  This Agreement shall be deemed to
supersede and terminate, as of the date first written above, all prior
agreements between the Fund and the Bank relating to the custody of the Fund's
assets.

                                    * * * *
<PAGE>   31

In Witness Whereof, the parties hereto have caused this agreement to be
executed in duplicate as of the date first written above by their respective
officers thereunto duly authorized.


                                        John Hancock Mutual Funds


                                        by:  /s/ Robert G. Freedman
                                             ----------------------
Attest:


/s/Avery P. Maher
- -----------------

                                        Investors Bank & Trust Company


                                        by:   /s/ Henry M. Joyce
                                              ------------------

Attest:


/s/ JM Keenan
- -------------
<PAGE>   32

Page 1 of 2

                         INVESTORS BANK & TRUST COMPANY

                                   APPENDIX A


[EFFECTIVE JANUARY 30, 1995]

John Hancock Limited Term Government Fund
John Hancock Capital Series
         John Hancock Special Value Fund
         John Hancock Growth Fund
John Hancock Income Securities Trust
John Hancock Investors Trust
John Hancock Sovereign Bond Fund
John Hancock Sovereign Investors Fund, Inc.
         John Hancock Sovereign Investors Fund
         John Hancock Sovereign Balanced Fund
John Hancock Special Equities Fund
John Hancock Strategic Series
         John Hancock Independence Diversified Core Equity Fund
         John Hancock Strategic Income Fund
         John Hancock Utilities Fund
John Hancock Tax-Exempt Income Fund
John Hancock Tax-Exempt Series Fund
         California Portfolio
         Massachusetts Portfolio
         New York Portfolio
John Hancock Technology Series, Inc.
         John Hancock National Aviation & Technology Fund
         John Hancock Global Technology Fund
Freedom Investment Trust
         John Hancock Gold & Government Fund
         John Hancock Regional Bank Fund
         John Hancock Sovereign U.S. Government Income Fund
         John Hancock Managed Tax-Exempt Fund
         John Hancock Sovereign Achievers Fund
Freedom Investment Trust II
         John Hancock Special Opportunities Fund
Freedom Investment Trust III
         John Hancock Discovery Fund

<PAGE>   33
Page 2 of 2

                         INVESTORS BANK & TRUST COMPANY

                                   APPENDIX A


[EFFECTIVE JANUARY 30, 1995]


John Hancock Series, Inc.
         John Hancock Emerging Growth Fund
         John Hancock Global Resources Fund
         John Hancock Government Income Fund
         John Hancock High Yield Bond Fund
         John Hancock High Yield Tax-Free Fund
         John Hancock Money Market Fund B
John Hancock Cash Reserve, Inc.
John Hancock Current Interest
         John Hancock U.S. Government Cash Reserve
John Hancock Capital Growth Fund
John Hancock Investment Trust
         John Hancock Growth and Income Fund
John Hancock California Tax-Free Income Fund
John Hancock Tax-Free Bond Fund
John Hancock Bond Fund
         John Hancock Investment Quality Bond Fund
         John Hancock Government Securities Trust
         John Hancock U.S. Government Trust
         John Hancock Adjustable U.S. Government Trust
         John Hancock Adjustable U.S. Government Fund
         John Hancock Intermediate Government Trust
John Hancock Institutional Series Trust
         John Hancock Berkeley Dividend Performers Fund
         John Hancock Berkeley Bond Fund
         John Hancock Berkeley Fundamental Value Fund
         John Hancock Berkeley Sector Opportunity Fund
         John Hancock Independence Diversified Core Equity Fund II
         John Hancock Independence Value Fund
         John Hancock Independence Growth Fund
         John Hancock Independence Medium Capitalization Fund
         John Hancock Independence Balanced Fund


<PAGE>   1
                                                                  Exhibit 99.B9




                     TRANSFER AGENCY AND SERVICE AGREEMENT

         AGREEMENT made as of the 15th day of May, 1995 by and between JOHN
HANCOCK BOND FUND, JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND, JOHN HANCOCK
CAPITAL GROWTH FUND, JOHN HANCOCK CASH RESERVE, INC., JOHN HANCOCK CURRENT
INTEREST, JOHN HANCOCK INVESTMENT TRUST, JOHN HANCOCK SERIES, INC., JOHN
HANCOCK TAX-FREE BOND FUND (each a "Fund") and JOHN HANCOCK INVESTOR SERVICES
CORPORATION ("INVESTOR SERVICES"), each having their principal office and place
of business at 101 Huntington Avenue, Boston, Massachusetts 02199.

                                  WITNESSETH:

         WHEREAS, the Fund desires to appoint INVESTOR SERVICES as its transfer
agent, dividend disbursing agent and agent in connection with certain other
activities, and INVESTOR SERVICES desires to accept such appointment;

         WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

Article 1        Terms of Appointment: Duties of INVESTOR SERVICES

         1.01    Subject to the terms and conditions set forth in this
Agreement, the Fund hereby, employs and appoints INVESTOR SERVICES to act as,
and INVESTOR SERVICES agrees to act as transfer agent for the Fund's authorized
and issued shares of beneficial interest or common stock, as the case may be
("Shares"), with any accumulation, open-account or similar plans provided to
the shareholders of the Fund ("Shareholders") and set out in the currently
effective prospectus of the Fund, including without limitation any periodic
investment plan or periodic withdrawal program.

         1.02    INVESTOR SERVICES agrees that it will perform the following
services:

         (a)     In accordance with procedures established from time to time by
agreement between the Fund and INVESTOR SERVICES, INVESTOR SERVICES shall:

                 (i)      Receive for acceptance orders for the purchase of
Shares, and promptly deliver payment and appropriate documentation therefor to
the custodian of the Fund (the "Custodian");

                 (ii)     Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the appropriate Shareholder account;

                 (iii)    Receive for acceptance, redemption requests and
redemption directions and deliver the appropriate documentation therefor to the
Custodian;





                                       1
<PAGE>   2

                 (iv)     At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to any redemption, pay over or
cause to be paid over in the appropriate manner such monies as instructed by
the redeeming Shareholders;

                 (v)      Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;

                 (vi)     Prepare and transmit payments for dividends and
distributions declared by the Fund;

                 (vii)    Maintain records of account for and advise the Fund
and their Shareholders as to the foregoing; and

                 (viii)   Record the issuance of Shares of the Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares
of the Fund which are authorized, based upon data provided to it by the Fund,
and issued and outstanding.  INVESTOR SERVICES shall also provide the Fund on a
regular basis with the total number of Shares which are authorized and issued
and outstanding and shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares, which functions shall be the
sole responsibility of the Fund.

         (b)     In addition to and not in lieu of the services set forth in
the above paragraph (a), INVESTOR SERVICES shall: (i) perform all of the
customary services of a transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation, open-account or similar plans
(including without limitation any periodic investment plan or periodic
withdrawal program); including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies, receiving and
tabulating proxies, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S.  resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and mailing confirmations
forms and statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information and (ii) provide a system which will
enable the Funds to monitor the total number of Shares sold in each State.

         (c)     In addition, the Fund shall (i) identify to INVESTOR SERVICES
in writing those transactions and assets to be treated as exempt from the blue
sky reporting for each State and (ii) verify the establishment of transactions
for each State on the system prior to activation and thereafter monitor the
daily activity for each State.  The responsibility of INVESTOR SERVICES for the
Fund's blue sky State registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance by the Fund and
the reporting of such transactions to the Fund as provided above.

         (d)     Additionally, INVESTOR SERVICES shall:

         (i)     Utilize a system to identify all share transactions which
involve purchase and redemption orders that are processed at a time other than
the time of the computation of net asset





                                       2
<PAGE>   3
value per share next computed after receipt of such orders, and shall compute
the net effect upon the Fund of such transactions so identified on a daily and
cumulative basis.

         (ii)    If upon any day the cumulative net effect of such transactions
upon a Fund is negative and exceed a dollar amount equivalent to 1/2 of 1 cent
per share, INVESTOR SERVICES shall promptly make a payment to the Fund in cash
or through the use of a credit, in the manner described in paragraph (iv)
below, in such amount as may be necessary to reduce the negative cumulative net
effect to less than 1/2 of 1 cent per share.

         (iii)   If on the last business day of any month the cumulative net
effect upon a Fund (adjusted by the amount of all prior payments and credits by
INVESTOR SERVICES and the Fund) is negative, the Fund shall be entitled to a
reduction in the fee next payable under the Agreement by an equivalent amount,
except as provided in paragraph (iv) below.  If on the last business day in any
month the cumulative net effect upon a Fund (adjusted by the amount of all
prior payments and credits by INVESTOR SERVICES and the Fund) is positive,
INVESTOR SERVICES shall be entitled to recover certain past payments and
reductions in fees, and to credit against all future payments and fee
reductions that may be required under the Agreement as herein described in
paragraph (iv) below.

         (iv)    At the end of each month, any positive cumulative net effect
upon a Fund shall be deemed to be a credit to INVESTOR SERVICES which shall
first be applied to permit INVESTOR SERVICES to recover any prior cash payments
and fee reductions made by it to the Fund under paragraphs (ii) and (iii) above
during the calendar year, by increasing the amount of the monthly fee under the
Agreement next payable in an amount equal to prior payments and fee reductions
made by INVESTOR SERVICES during such calendar year, but not exceeding the sum
of that month's credit and credits arising in prior months during such calendar
year to the extent such prior credits have not previously been utilized as
contemplated by this paragraph.  Any portion of a credit to INVESTOR SERVICES
not so used by it shall remain as a credit to be used as payment against the
amount of any future negative cumulative net effects that would otherwise
require a cash payment or fee reduction to be made to the Fund pursuant to
paragraphs (ii) or (iii) above (regardless of whether or not the credit or any
portion thereof arose in the same calendar year as that in which the negative
cumulative net effects or any portion thereof arose).

         (v)     INVESTOR SERVICES shall supply to the Funds from time to time,
as mutually agreed upon, reports summarizing the transactions identified
pursuant to paragraph (i) above, and the daily and cumulative net effects of
such transactions, and shall advise the Funds at the end of each month of the
net cumulative effect at such time.  INVESTOR SERVICES shall promptly advise
the Funds if at any time the cumulative net effect exceeds a dollar amount
equivalent to 1/2 of 1 cent per share.

         (vi)    In the event that this Agreement is terminated for whatever
cause,  the Funds shall promptly pay to INVESTOR SERVICES an amount in cash
equal to the amount by which the cumulative net effect upon the Funds is
positive or, if the cumulative net effect upon the Funds is negative, INVESTOR
SERVICES shall promptly pay to the Funds an amount in cash equal to the amount
of such cumulative net effect.

         Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and INVESTOR SERVICES but the
failure of the Funds to establish





                                       3
<PAGE>   4
such procedures with respect to any service shall not in any way diminish the
duty and obligation of INVESTOR SERVICES to perform such services hereunder.

Article 2        Fees and Expenses

         2.01    For performance by INVESTOR SERVICES pursuant to this
Agreement, the Funds agree to pay INVESTOR SERVICES an annual maintenance fee
for each Shareholder account as set forth in the initial fee schedule attached
hereto.  Such fees and out-of-pocket expenses and advances identified under
Section 2.02 below may be changed from time to time subject to mutual written
agreement between the Fund and INVESTOR SERVICES.

         2.02    In addition to the fee paid under Section 2.01 above the Funds
agree to reimburse INVESTOR SERVICES for out-of- pocket expenses or advances
incurred by INVESTOR SERVICES for the items set out in the fee schedule
attached hereto.  In addition, any other expenses incurred by INVESTOR SERVICES
at the request or with the consent of the Funds, will be reimbursed by the
Funds.

         2.03    The Funds agree to pay all fees and reimbursable expenses
promptly following the mailing of the respective billing notice.  Postage for
mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to INVESTOR SERVICES by the Funds at
least seven (7) days prior to the mailing date of such materials.

Article 3        Indemnification

         3.01    INVESTOR SERVICES shall not be responsible for, and the Funds
shall indemnify and hold INVESTOR SERVICES harmless from and against, any and
all losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:

         (a)     All actions of INVESTOR SERVICES or its agent or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or willful
misconduct.

         (b)     The Funds' refusal or failure to comply with the terms of this
Agreement, or which arise out of the Funds' lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.

         (c)     The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state unless such violation results from any action or omission by INVESTOR
SERVICES or any of its agents or sub-contractors which fails to comply with
written instructions of the Fund or any officer of the Fund that no offers or
sales be made in general or to the residents of a particular state.

         3.02    INVESTOR SERVICES shall indemnify and hold the Fund harmless
from and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of or attributed to any action
or failure or omission to act by INVESTOR SERVICES as a result of INVESTOR
SERVICES's lack of good faith, negligence or willful misconduct.





                                       4
<PAGE>   5
         3.03    At any time INVESTOR SERVICES may apply to any officer of the
Fund for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by INVESTOR
SERVICES under this Agreement, and INVESTOR SERVICES and its agents or
subcontractors shall not be liable and shall be indemnified by the Fund for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. INVESTOR SERVICES, its agents and subcontractors shall
be protected and indemnified in acting upon any paper or document furnished by
or on behalf of the Fund, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction, information,
data, records or documents provided INVESTOR SERVICES or its agents or
subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to have notice of
any change of authority of any person, until receipt of written notice thereof
from the Fund. INVESTOR SERVICES, its agents and subcontractors shall also be
protected and indemnified in recognizing share certificates which are
reasonably believed to bear the proper manual or facsimile signatures of the
officer of the Fund, and the proper countersignature of any former transfer
agent or registrar, or of a co-transfer agent or co- registrar.

         3.04    In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to
the other for any damages resulting from such failure to perform or otherwise
from such causes.

         3.05    Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for
any act or failure to act hereunder.

         3.06    In order that the indemnification provisions contained in this
Article 4 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim.  The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim.  The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.

Article 4        Covenants of the Fund and INVESTOR SERVICES

         4.01    INVESTOR SERVICES hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for safekeeping of
share certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.

         4.02    INVESTOR SERVICES shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable.  To
the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, INVESTOR SERVICES agrees that all such
records prepared or maintained by INVESTOR SERVICES relating to the services to
be performed by INVESTOR SERVICES hereunder are the





                                       5
<PAGE>   6
property of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered to the Fund on
and in accordance with its request.

         4.03    INVESTOR SERVICES and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.

         4.04    In case of any requests or demands for the inspection of the
Shareholder records of the Fund, INVESTOR SERVICES will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund as to
such instruction. INVESTOR SERVICES reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.

Article 5        Termination of Agreement

         5.01    This Agreement may be terminated by either party upon one
hundred twenty (120) days' written notice to the other.

         5.02    Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material
will be borne by the Fund.  Additionally, INVESTOR SERVICES reserves the right
to charge for any other reasonable expenses associated with such termination.

Article 6        Assignment

         6.01    Except as provided in Section 6.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.

         6.02    This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.

         6.03    INVESTOR SERVICES may, without further consent on the part of
the Fund, subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered
as a transfer agent pursuant to Section 17A (c)(1) of the Securities Exchange
Act of 1934 ("Section 17A (c)(1)"), (ii) or any other entity INVESTOR SERVICES
deems appropriate in order to comply with the terms and conditions of this
Agreement, provided, however, that INVESTOR SERVICES shall be as fully
responsible to the Fund for the acts and omissions of any subcontractor as it
is for its own acts and omissions.

Article 7        Amendment

         7.01    This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution
of the Board of Directors or Trustees, as the case may be, of the Fund.





                                       6
<PAGE>   7

Article 8        Massachusetts Law to Apply

         8.01    This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

Article 9        Merger of Agreement

         9.01    This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.

                          JOHN HANCOCK BOND FUND
                          JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
                          JOHN HANCOCK CAPITAL GROWTH FUND
                          JOHN HANCOCK CASH RESERVE, INC.
                          JOHN HANCOCK CURRENT INTEREST
                          JOHN HANCOCK INVESTMENT TRUST
                          JOHN HANCOCK SERIES, INC.
                          JOHN HANCOCK TAX-FREE BOND FUND


ATTEST:

______________            BY: Anne C. Hodsdon
                              ---------------
                                  Anne C. Hodsdon
                                  President


ATTEST                    JOHN HANCOCK INVESTOR SERVICES CORPORATION

______________            BY: David A. King
                              -------------
                                  David A. King
                                  President







                                       7
<PAGE>   8

                                  FEE SCHEDULE



<TABLE>
<CAPTION>
Fund Name                                                                         Annual Per Account
- ---------                                                                         ------------------
<S>                                                                                      <C>
John Hancock Cash Reserve                                                                $25.00
John Hancock U.S. Government Cash Reserve                                                $25.00
Money Market Fund B                                                                      $25.00
John Hancock Government Securities Trust - Class A                                       $20.00
John Hancock Government Securities Trust - Class B                                       $22.50
John Hancock Investment Quality Bond Fund - Class A                                      $20.00
John Hancock Investment Quality Bond Fund - Class B                                      $22.50
John Hancock Capital Growth Fund - Class A                                               $16.00
John Hancock Capital Growth Fund - Class B                                               $18.50
John Hancock  Growth and Income Fund - Class A                                           $16.00
John Hancock  Growth and Income Fund - Class B                                           $18.50
John Hancock Intermediate Government Trust - Class A                                     $16.00
John Hancock Intermediate Government Trust - Class B                                     $18.50
John Hancock Tax-Free Bond Fund - Class A                                                $19.00
John Hancock Tax-Free Bond Fund - Class B                                                $22.50
John Hancock California Tax-Free Income Fund - Class A                                   $19.00
John Hancock California Tax-Free Income Fund - Class B                                   $21.50
John Hancock U.S. Government Cash Reserve - Class A                                      $20.00
John Hancock U.S. Government Cash Reserve - Class B                                      $22.50
John Hancock Adjustable U.S. Government Trust - Class A                                  $20.00
John Hancock Adjustable U.S. Government Trust - Class B                                  $22.50
John Hancock Government Income Fund - Class A                                            $20.00
John Hancock Government Income Fund - Class B                                            $22.50
John Hancock High Yield Bond Fund - Class A                                              $20.00
John Hancock High Yield Bond Fund - Class B                                              $22.50
John Hancock High Yield Tax-Free Fund - Class A                                          $19.00
John Hancock High Yield Tax-Free Fund - Class B                                          $21.50
John Hancock Emerging Growth Fund - Class A                                              $16.00
John Hancock Emerging Growth Fund - Class B                                              $18.50
John Hancock Global Resources Fund - Class A                                             $16.00
John Hancock Global Resources Fund - Class B                                             $18.50
</TABLE>





                                       8

<PAGE>   1
[LOGO] ERNST & YOUNG LLP 
                             - One Houston Center         - Phone:  713 750 1500
                               Suite 2400                   Fax:    713 750 1501
                               1221 McKinney Street
                               Houston, Texas 77010-2007
         

         

                       CONSENT OF INDEPENDENT AUDITORS
         
         
         
         
We consent to the references made to our firm under the captions 
"Financial Highlights" and "Independent Auditors" and to the use of our 
report dated June 27, 1994 as to John Hancock U.S. Government Cash 
Reserve, formerly Transamerica U.S. Government Cash Reserve, in 
Post-Effective Amendment No. 48 to the Registration Statement (Form 
N-1A No. 2-50931) of John Hancock Current Interest.





                                        ERNST & YOUNG LLP



May 3, 1995

<PAGE>   1
                                                                 Exhibit 99.B15




                   JOHN HANCOCK U.S. GOVERNMENT CASH RESERVE
                   a series of John Hancock Current Interest

                               Distribution Plan

                               December 22, 1994

ARTICLE I.  THIS PLAN

     This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Current Interest (the "Trust"), on behalf of John Hancock
U.S. Government Cash Reserve (the "Fund"), will, after the effective date
hereof, pay certain amounts to John Hancock Broker Distribution Services, Inc.
("Broker Services") in connection with the provision by Broker Services of
certain services to the Fund and its shareholders, as set forth herein.  Certain
of such payments by the Trust 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 Trust, on behalf of the Fund, and Broker Services
have entered into a Distribution Agreement of even date herewith, as amended
from time to time (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 Trust, on behalf of the Fund, shall pay to Broker Services a fee in the
amount specified in Article III hereof. Such fee may be spent by Broker Services
on any activities or expenses primarily intended to result in the sale of 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 payable out of such fee as it is received by Broker Services or
other broker-dealers ("Selling Brokers") that have entered into an agreement
with Broker Services for the sale of shares of the Fund, (b) direct
out-of-pocket expenses incurred in connection with the distribution of shares of
the Fund, including expenses related to printing of prospectuses and reports to
other than existing 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 Broker Services related to the
distribution of shares of the Fund, (d) distribution expenses incurred by
Transamerica Fund Distributors, Inc. in connection with the shares of the Fund,
and (e)
<PAGE>   2





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 Broker Services)
and others who furnish personal and shareholder account maintenance services to
shareholders of the Fund.

ARTICLE III.  MAXIMUM EXPENDITURES

     The expenditures to be made by the Trust, on behalf of 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 an annual
rate of 0.15% of the average daily net asset value of the shares of the Fund
(determined in accordance with the Fund's prospectus as from time to time in
effect) to cover Distribution Expenses and Service Expenses, provided that the
portion of such fee used to cover Service Expenses may only constitute up to an
annual rate of 0.15% of the average daily net asset value of the shares of the
Fund payable annually pursuant to the Plan.  Such expenditures shall be
calculated and accrued daily and paid monthly or at such other intervals as the
Trustees shall determine.  In the event Broker Services 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 Broker Services under this Plan during any fiscal
year of the Fund and not expended or allocated by Broker Services 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 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 __, 1994, 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 V.  APPROVAL BY TRUSTEES

     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
<PAGE>   3





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 Trust and (b) those Trustees of
the Trust 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.

ARTICLE VII.  INFORMATION

     Broker Services 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 shares, or (b) by Broker Services 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 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 shares of the Fund.  No
<PAGE>   4





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.

     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 Trust or the Fund, but only
the Fund's property shall be bound.  The Fund shall not be liable for the
obligations of any other series of the Trust.
<PAGE>   5





     IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has executed this
Distribution Plan effective as of the __ day of December, 1994 in Boston,
Massachusetts.

               JOHN HANCOCK CURRENT INTEREST
               on behalf of
               JOHN HANCOCK U.S. GOVERNMENT CASH RESERVE


               By:/s/ Thomas M. Simmons
                  -------------------------------
                  Thomas M. Simmons
                  President


               JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.


               By:/s/ C. Troy Shaver, Jr.
                  -------------------------------
                  C. Troy Shaver, Jr.
                  President and Chief Executive Officer

<TABLE> <S> <C>

<ARTICLE> 6
<CIK>  0000026262
<NAME> JOHN HANCOCK U.S. GOVERNMENT CASH RESERVE
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAY-31-1995
<PERIOD-START>                             JUN-01-1994
<PERIOD-END>                               NOV-30-1994
<INVESTMENTS-AT-COST>                          104,384
<INVESTMENTS-AT-VALUE>                         104,384
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 104,384
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           93
<TOTAL-LIABILITIES>                                 93
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       104,291
<SHARES-COMMON-STOCK>                          104,291
<SHARES-COMMON-PRIOR>                           94,408
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   104,291
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                2,453
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     186
<NET-INVESTMENT-INCOME>                          2,267
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        2,267
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        157,625
<NUMBER-OF-SHARES-REDEEMED>                    148,983
<SHARES-REINVESTED>                              1,241
<NET-CHANGE-IN-ASSETS>                           9,883
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              265
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    368
<AVERAGE-NET-ASSETS>                           105,709
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                  0.021
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                           (0.021)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                   0.35
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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