HANCOCK JOHN BOND FUND
485BPOS, 1995-05-15
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<PAGE>   1
                                                        Registration No. 2-66906
                                                        ICA No. 811-03006

                           AS FILED ON MAY 15, 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. 30                                              /x/
                                     and/or

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

Amendment No.  34                                                            /x/
                              JOHN HANCOCK BOND FUND
      (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:
 X       immediately upon filing pursuant to paragraph (b)
- ---
         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 May 28, 1994.


<PAGE>   2

                             JOHN HANCOCK BOND FUND

                             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

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

          14                          *                Those Responsible for
                                                       Management

          15                          *                Those Responsible for
                                                       Management
</TABLE>
<PAGE>   3

<TABLE>
          <S>                         <C>              <C>
          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
GOVERNMENT
SECURITIES TRUST
    
   
CLASS A AND CLASS B SHARES
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...............................................     6
Alternative Purchase Arrangements.....................................................     7
The Fund's Expenses...................................................................     8
Dividends and Taxes...................................................................     9
Performance...........................................................................    10
How to Buy Shares.....................................................................    11
Share Price...........................................................................    12
How to Redeem Shares..................................................................    18
Additional Services and Programs......................................................    20
Investments, Techniques and Risk Factors..............................................    23
</TABLE>
    
 
   
  This Prospectus sets forth the information about John Hancock Government
Securities Trust (the "Fund"), a diversified series of John Hancock Bond Fund
(the "Trust"), that you should know before investing. Please read and retain it
for future reference.
    
   
  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).
    

  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.

  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 of the Fund's fiscal
year ended March 31, 1994, adjusted to reflect current sales charges. The
operating expenses for the Class B shares are estimates. Actual fees and
expenses in the future of the Class A and Class B shares may be greater or less
than those indicated.
    
   
<TABLE>
<CAPTION>
                                                                                                       CLASS A         CLASS B
                                                                                                       SHARES          SHARES
                                                                                                       -------         -------
<S>                                                                                                    <C>             <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price).......................   4.50%            None
Maximum sales charge imposed on reinvested dividends................................................    None            None
Maximum deferred sales charge.......................................................................    None *         5.00%
Redemption fee+.....................................................................................    None            None
Exchange fee........................................................................................    None            None
 
ANNUAL FUND OPERATING EXPENSES (As a percentage of average net assets)
Management fee......................................................................................   0.62%           0.62%
12b-1 fee**.........................................................................................   0.25%           1.00%
Other expenses***...................................................................................   0.27%           0.27%
Total Fund operating expenses.......................................................................   1.14%           1.89%
    
<FN> 
   
  * No sales charge is payable at the time of purchase on investments of $1
    million or more, but for these investments a contingent deferred sales
    charge may be imposed, as described below under the caption "Share Price,"
    in the event of certain redemption transactions within one year of purchase.
</TABLE>
    
   
 ** The amount of the 12b-1 fee used to cover service expenses will be up to
    0.25% of the Fund's average net assets, and the remaining portion will be
    used to cover distribution expenses.
    
   
*** Other Expenses include transfer agent, legal, audit, custody and other
    expenses.
    
   
  + 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:
Class A Shares...............................................................    $ 56          $80          $ 105          $177
Class B Shares
    -- Assuming complete redemption at end of period.........................    $ 69          $89          $ 122          $202
    -- Assuming no redemption................................................    $ 19          $59          $ 102          $202
</TABLE>
    
 
   
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)
    
   
  The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum front-end
sales charge permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
    
   
  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
periods ended March 31, 1994, and prior, 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 September 30, 1994 are unaudited. Further information about the
performance of the Class A shares 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. No information is presented for Class B shares since no Class B
shares were outstanding during the periods presented.
    
   
  Selected data for Class A shares is as follows:
    
   

<TABLE>
<CAPTION>
                                    SIX MONTHS ENDED
                                      SEPTEMBER 30,                              YEAR ENDED MARCH 31,
                                         1994(3)       ------------------------------------------------------------------------
                                       (UNAUDITED)       1994      1993      1992      1991      1990       1989        1988
                                    -----------------  --------  --------  --------  --------  --------  ----------  ----------
<S>                                         <C>           <C>       <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............................         $7.89         $8.41     $8.04     $8.03     $7.87     $8.17       $8.82       $9.52
 
INCOME FROM INVESTMENT OPERATIONS
Net investment income..............          0.30          0.64      0.66      0.87      0.89      0.88        0.85        0.76
Net realized and unrealized gain
 (loss) on securities..............         (0.38)        (0.52)     0.40     (0.09)     0.14     (0.27)      (0.51)      (0.45)
                                        ---------      --------  --------  --------  --------  --------  ----------  ----------
Total from Investment Operations...         (0.08)         0.12      1.06      0.78      1.03      0.61        0.34        0.31
LESS DISTRIBUTIONS
Dividends from net investment
 income............................         (0.30)        (0.64)    (0.69)    (0.77)    (0.87)    (0.88)      (0.85)      (0.76)
Distributions from realized
 gains.............................         --            --        --        --        --        --          (0.07)      (0.25)
Returns of capital.................         --            --        --        --        --        (0.03)      (0.07)      --
                                        ---------      --------  --------  --------  --------  --------  ----------  ----------
Total Distributions................         (0.30)        (0.64)    (0.69)    (0.77)    (0.87)    (0.91)      (0.99)      (1.01)
                                        ---------      --------  --------  --------  --------  --------  ----------  ----------
Net asset value, end of period.....         $7.51         $7.89     $8.41     $8.04     $8.03     $7.87       $8.17       $8.82
                                        =========      ========  ========  ========  ========  ========  ==========  ==========
TOTAL RETURN*......................         (1.06)%        1.26%    13.68%    10.09%    13.87%     7.54%       4.02%       3.62%
                                        =========      ========  ========  ========  ========  ========  ==========  ==========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to
 average net assets................          0.58%         1.14%     1.17%     1.21%     1.11%     1.09%       1.09%       1.07%
Ratio of interest expense to
 average net assets................          0.03%         0.02%     0.27%     0.32%      --        --         --          --
                                        ---------      --------  --------  --------  --------  --------  ----------  ----------
Ratio of total expenses to average
 net assets........................          0.61%         1.16%     1.44%     1.53%     1.11%     1.09%       1.09%       1.07%
Ratio of expense reduction to
 average net assets................         --            --        --        --          --        --         --          --
                                        ---------      --------  --------  --------  --------  --------  ----------  ----------
Ratio of net expenses to average
 net assets........................         --             1.16%     1.44%     1.53%     1.11%     1.09%       1.09%       1.07%
                                        =========      ========  ========  ========  ========  ========  ==========  ==========
Ratio of net investment income to
 average net assets................          3.86%         7.60%     7.93%    10.63%    11.13%    10.58%       9.89%       8.43%
Portfolio turnover.................           203%          453%      322%      199%      117%      292%        164%         83%
Net Assets, end of period (in
 thousands)........................     $ 544,230      $611,865  $718,426  $725,645  $771,826  $871,636  $1,140,455  $1,492,491
Debt outstanding at end of year (in
 thousands)(2).....................       $15,666      $      0        $0   $94,451     --        --         --          --
Average daily amount of debt
 outstanding during the year (in
 thousands)(2).....................       $10,214        $5,912   $54,774   $55,898     --        --         --          --
Average monthly number of shares
 outstanding during the year (in
 thousands)........................        75,182        82,398    88,348    92,144     --        --         --          --
Average daily amount of debt
 outstanding per share during the
 year(2)...........................         $0.14         $0.07     $0.62     $0.61     --        --         --          --



 
<CAPTION>
                                                              PERIOD ENDED
                                                               MARCH 31,
                                        1987        1986        1985(1)
                                     ----------  ----------  --------------
<S>                                      <C>          <C>         <C>
Per share income and capital
 changes for a share outstanding
 during each period:
Net asset value, beginning of
 period............................      $10.11      $10.06       $10.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income..............        0.71        0.95          0.30
Net realized and unrealized gain
 (loss) on securities..............       (0.15)       0.48         0.12
                                     ----------   ---------      --------
Total from Investment Operations...        0.56        1.43         0.42
LESS DISTRIBUTIONS
Dividends from net investment
 income............................       (0.71)      (0.95)       (0.30)
Distributions from realized
 gains.............................       (0.44)      (0.43)       (0.06)
Returns of capital.................      --          --          --
                                     ----------   ---------      --------
Total Distributions................       (1.15)      (1.38)       (0.36)
                                     ----------   ---------      --------
Net asset value, end of period.....       $9.52      $10.11       $10.06
                                     ==========   =========      ========
TOTAL RETURN*......................        5.82%      15.35%        4.07%
                                     ==========   =========      ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to
 average net assets................        1.03%       1.13%        0.33%
Ratio of interest expense to
 average net assets................       --          --           --
                                     ----------   ---------      --------
Ratio of total expenses to average
 net assets........................        1.03%       1.13%        0.33%
Ratio of expense reduction to
 average net assets................       --          --           (0.32)%
                                     ----------   ---------      --------
Ratio of net expenses to average
 net assets........................        1.03%       1.13%        0.01%
                                     ==========   =========      ========
Ratio of net investment income to
 average net assets................        7.12%       8.57%        1.15%
Portfolio turnover.................         295%       1328%          62%
Net Assets, end of period (in
 thousands)........................  $2,290,368  $1,641,364     $ 20,911
Debt outstanding at end of year (in
 thousands)(2).....................       --          --           --
Average daily amount of debt
 outstanding during the year (in
 thousands)(2).....................       --          --           --
Average monthly number of shares
 outstanding during the year (in
 thousands)........................       --          --           --
Average daily amount of debt
 outstanding per share during the
 year(2)...........................       --          --           --
<FN>
    
- ---------------
   
(1) Financial highlights are for the period from December 31, 1984 (the date of
    commencement of the Fund's operations) to March 31, 1985 and have not been
    annualized.
    
   
(2) Debt outstanding consists of reverse repurchase agreements entered into
    during the year.
    
   
(3) Financial highlights, including total return, have not been annualized.
    
   
 *  Total return does not include the effect of the initial sales charge for
    Class A Shares.
    
</TABLE>
 
                                        3
<PAGE>   7
 
   
INVESTMENT OBJECTIVE AND POLICIES
    

The Fund's investment objective is to seek a high level of current income,
consistent with safety of principal. The Fund seeks to achieve its investment
objective by investing in debt obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities ("U.S. Government securities").
Because of the uncertainty inherent in all investments, no assurance can be
given that the Fund will achieve its investment objective. U.S. Government
Securities include the following:
 
- -------------------------------------------------------------------------------
   
                   THE FUND SEEKS TO PROVIDE A HIGH LEVEL OF
                   CURRENT INCOME CONSISTENT WITH SAFETY OF
                   PRINCIPAL.
    
   
- -------------------------------------------------------------------------------
    
 
1. U.S. Treasury obligations, which differ only in their interest rates,
   maturities and times of issuance including U.S. Treasury bills (maturity of
   one year or less), U.S. Treasury notes (maturities of one to ten years) and
   U.S. Treasury bonds (generally maturities greater than ten years); and
 
2. Obligations issued or guaranteed by the U.S. Government, its agencies or
   instrumentalities which are supported by: (i) the full faith and credit of
   the U.S. Government (e.g., securities issued by the Government National
   Mortgage Association ("GNMA")); (ii) the right of the issuer to borrow an
   amount limited to a specific line of credit from the U.S. Government (e.g.,
   securities of the Federal Home Loan Bank Board); or (iii) the credit of the
   instrumentality (e.g., bonds issued by the Federal National Mortgage
   Association).
 
While the Fund may invest in any of the foregoing obligations, a substantial
portion of the Fund's assets will be invested in Certificates of GNMA, which are
a type of mortgage-backed security. GNMA Certificates are loans that are issued
by lenders such as mortgage bankers, commercial banks and savings and loan
associations and are either insured by the Federal Housing Administration or
guaranteed by the Veterans Administration. A "pool" or group of such mortgages
is assembled and, after being approved by GNMA, is offered to investors through
securities dealers. Once approved by GNMA, the timely payment of interest and
principal on each mortgage is guaranteed by GNMA and backed by the full faith
and credit of the U.S. Government. GNMA Certificates differ from bonds in that
principal is paid back monthly by the borrower over the term of the loan rather
than returned in a lump sum at maturity. GNMA Certificates are called "pass
through" securities because both interest and principal payments (including
prepayments) are passed through to the holder of the Certificate. Upon receipt,
principal payments will be reinvested by the Fund in additional securities.
 
   
The Fund may invest in various types of mortgage-backed securities, such as
collateralized mortgage obligations ("CMOs"), real estate mortgage investment
conduits ("REMICs"), other multiclass pass through securities issued or
guaranteed by a U.S. Government agency and stripped mortgage-backed securities.
See "Investments, Techniques and Risk Factors" for a further description of the
types of mortgage-backed securities in which the Fund may invest and associated
risks.
    
 
   
The Fund may engage in a variety of investment techniques in an attempt to
protect against changes in the general level of interest rates. These techniques
include the purchase of put and call options on debt securities and the purchase
and sale of interest rates futures contracts and options on such futures.
Options
    
 
                                        4
<PAGE>   8
 
   
and futures contracts derive their value from an underlying instrument or
index and accordingly are known as "derivatives" or "derivative contracts."
These derivative contracts, as well as other types of derivatives (such as
stripped mortgage-backed securities), involve substantial risk including higher
price volatility, liquidity risk and counterparty risk. These investment
techniques and various policies the Fund may employ in seeking to achieve its
investment objective, such as lending its portfolio securities, and committing
to purchase securities for which the normal settlement date for the transaction
occurs later than the normal settlement date for the U.S. Treasury obligations,
or securities subject to repurchase and reverse repurchase agreements, may
involve a greater degree of risk than those inherent in more conservative
investment approaches. As a non-fundamental investment policy, the Fund will at
all times invest at least 80% of its total assets in U.S. Government
securities. This will serve to limit the Fund's investments in privately issued
CMOs, REMICs and multiclass pass-through securities, put and call options,
futures and options on futures, and reverse repurchase agreements, in the
aggregate, to not more than 20% of its total assets. In addition, the Fund will
not invest more than 10% of its total assets in stripped mortgage-backed
securities. While the Fund is permitted to invest up to 100% of its net assets
in other derivative securities, it does not expect to invest substantially in
derivative securities. See "Investments, Techniques and Risk Factors" for a
discussion of these techniques and their associated risks. 
    
 
The Fund's rate of return fluctuates, as does its net asset value per share.
These fluctuations depend largely on changes in the general level of interest
rates. An increase in interest rates will tend to reduce the market values of
securities in which the Fund invests and, therefore, the Fund's net asset value;
whereas a decline in interest rates will tend to increase their values. The Fund
will seek to reduce risks associated with changes in the interest rates through
its transactions in options and futures contracts. However, this technique will
not eliminate such risks and will result in transaction costs to the Fund.
 
   
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 non-fundamental. The Fund's investment objective and fundamental
policies and restrictions may not be changed without the approval of the Fund's
shareholders. The Fund's non-fundamental policies and restrictions, however, may
be changed by a vote of the Trustees without shareholder approval.
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 non-interested 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.
    
   
- -------------------------------------------------------------------------------
    
 
   
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, the Fund's investment adviser, 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.
    
- -------------------------------------------------------------------------------
 
                                        5
<PAGE>   9
 
   
ORGANIZATION AND MANAGEMENT OF THE FUND
    
   
The Fund is a diversified series of the Trust, an open-end management investment
company organized as a Massachusetts business trust. The Trust has six series of
shares, one of which is the Fund. 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 Trustees have
authorized the issuance of two classes of the Fund, designated Class A and Class
B. The shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting, redemption,
dividends and liquidation. However, each class bears different distribution and
transfer agent fees and other expenses. Also, Class A and Class B shareholders
have exclusive voting rights with respect to their distribution plans. 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
Trust, under certain circumstances, will assist in shareholder communications
with other shareholders.
    
 
- -------------------------------------------------------------------------------
   
                   THE BOARD OF TRUSTEES ELECTS OFFICERS AND
                   RETAINS THE INVESTMENT ADVISER WHO IS
                   RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
                   OF THE FUND, SUBJECT TO THE BOARD OF
                   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 which have arrangements with John Hancock Funds ("Selling
Brokers"). Certain Trust officers are also officers of the Adviser and John
Hancock Funds.
    
 
- -------------------------------------------------------------------------------
   
                   JOHN HANCOCK ADVISERS, INC. ADVISES
                   INVESTMENT COMPANIES HAVING AN AGGREGATE
                   NET ASSET VALUE OF MORE THAN $13 BILLION.
    
   
- -------------------------------------------------------------------------------
    
 
   
All investment decisions are made by a committee and no single person is
primarily responsible for making recommendations to the committee.
    
 
   
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.
    
 
                                        6
<PAGE>   10
   
ALTERNATIVE PURCHASE ARRANGEMENTS
    
   
You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.
    
- -------------------------------------------------------------------------------
   
                   AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO
                   CHOOSE THE METHOD OF PAYMENT THAT IS BEST
                   FOR YOU.
    
- -------------------------------------------------------------------------------
   
CLASS A SHARES.  If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."
    
- -------------------------------------------------------------------------------
   
                   INVESTMENTS IN CLASS A SHARES ARE SUBJECT
                   TO AN INITIAL SALES CHARGE.
    
- -------------------------------------------------------------------------------
   
CLASS B SHARES.  You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
six years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B shares. Investing in Class B shares permits all of
your dollars to work from the time you make your investment, but the higher
ongoing distribution fee will cause these shares to have higher expenses than
those of Class A shares. To the extent that any dividends are paid by the Fund,
these higher expenses will also result in lower dividends than those paid on
Class A shares.
    
- -------------------------------------------------------------------------------
   
                   INVESTMENTS IN CLASS B SHARES ARE SUBJECT
                   TO A CONTINGENT DEFERRED SALES CHARGE.
    
- -------------------------------------------------------------------------------
   
Class B shares are not available for full-service defined contribution plans
administered by Investor Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.
    
   
FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE
    
   
The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower expenses.
To help you make this determination, the table under the caption "Expense
Information" on the inside cover page of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial if you qualify for reduced sales charges. See "Share
Price -- Qualifying for a Reduced Sales Charge."
    
- -------------------------------------------------------------------------------
   
                   YOU SHOULD CONSIDER WHICH CLASS OF SHARES
                   WOULD BE MORE BENEFICIAL TO YOU.
    
- -------------------------------------------------------------------------------
   
Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid.
    
                                        7
<PAGE>   11
 
   
However, because initial sales charges are deducted at the time of purchase, you
would not have all of your funds invested initially and, therefore, would
initially own fewer shares. If you do not qualify for reduced initial sales
charges and expect to maintain your investment for an extended period of time,
you might consider purchasing Class A shares. This is because the accumulated
distribution and service charges on Class B shares may exceed the initial sales
charge and accumulated distribution and service charges on Class A shares during
the life of your investment.
    
   
Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you will
be subject to higher distribution and service fees and, for a six-year period, a
CDSC.
    
   
In the case of Class A shares, the distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and ongoing distribution and service fees. In the
case of Class B shares, the expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as from the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.
    
   
Dividends, if any, on Class A and Class B shares will be calculated in the same
manner, at the same time and on the same day. They also will be in the same
amount, except for differences resulting from each class bearing only its own
distribution and service fees, shareholder meeting expenses and any incremental
transfer agency costs. See "Dividends and Taxes."
    
   
THE FUND'S EXPENSES
    
For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser which is based on a stated percentage of the Fund's average daily
net assets as follows:
 
   
<TABLE>
<CAPTION>
    NET ASSET VALUE                                                      ANNUAL RATE
   -----------------                                                     ------------
<S>                                                                       <C>
First $200,000,000.....................................................     0.650%
Next $300,000,000......................................................     0.625%
Amount over $500,000,000...............................................     0.600%
</TABLE>
    
 
   
During the Fund's fiscal year ended March 31, 1994, the advisory fee paid by the
Fund to the Fund's former investment adviser was equal to 0.62% of the Fund's
average daily net assets.
    
   
The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. In each case, up to 0.25% for Class A and Class B shares is
for service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses,


    
 
- -------------------------------------------------------------------------------
   
                   THE FUND PAYS DISTRIBUTION AND SERVICE
                   FEES FOR MARKETING AND SALES-RELATED
                   SHAREHOLDER SERVICING.
    
- -------------------------------------------------------------------------------
 
                                        8
<PAGE>   12
   
including but not limited to: (i) initial and ongoing sales compensation 
to Selling Brokers and others (including affiliates of John Hancock Funds)
engaged in the sale of Fund shares; (ii) marketing, promotional and
overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders. 
    
 
   
In the event John Hancock Funds is not fully reimbursed for payments it makes or
expenses it incurs under the Class A Plan, these expenses will not be carried
beyond one year from the date they were incurred. Unreimbursed expenses under
the Class B Plan will be carried forward together with interest on the balance
of these unreimbursed expenses. No Class B shares of the Fund were outstanding
during the fiscal year ended March 31, 1994.
    
Information on the Fund's total expenses appears in the Financial Highlights
section of this Prospectus.
   
DIVIDENDS AND TAXES
    
   
DIVIDENDS.  The Fund generally declares daily and distributes monthly dividends
representing all or substantially all of its net investment income. The Fund
will distribute net realized long-term and short-term capital gains, if any, at
least annually.
    
 
- -------------------------------------------------------------------------------
   
                   THE FUND GENERALLY DECLARES DIVIDENDS
                   DAILY AND DISTRIBUTES THEM MONTHLY.
    
- -------------------------------------------------------------------------------
   
Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividends on these shares will be lower than those on the Class A
shares. See "Share Price."
    
   
TAXATION.  Dividends from the Fund's net investment income and net short-term
capital gains are taxable to you as ordinary income and dividends from the
Fund's net long-term capital gains are taxable as long-term capital gains. These
dividends are taxable whether you take them in cash or reinvest in additional
shares. Certain dividends may be paid in January of a given year but may be
taxable as if you received them the previous December.
    
   
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to Federal income tax on any net investment income or net realized
capital gains that are distributed to its shareholders within the time period
prescribed by the Code. When you redeem (sell) or exchange shares, you may
realize a taxable gain or loss.
    
 
                                        9
<PAGE>   13
 
   
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 and the proceeds of
redemptions or exchanges.
    
   
In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund.
Non-U.S. shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. 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. You
should consult your tax adviser for specific tax advice.
    
   
PERFORMANCE
    
   
Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the maximum
offering price per share on the last day of that period. Yield is also
calculated according to accounting methods that are standardized for all stock
and bond funds. Because yield accounting methods differ from the methods used
for other accounting purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements.
    
 
- -------------------------------------------------------------------------------
   
                   THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
                   RETURN.
    
- -------------------------------------------------------------------------------
   
The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return divided over the
number of years included in the period. Because average annual total return
tends to smooth out variations in the Fund's performance, you should recognize
that it is not the same as actual year-to-year results.
    
   
Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with respect to each class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund
    
 
                                       10
<PAGE>   14
 
   
will include the total return of Class A and Class B shares in any advertisement
or promotional materials including Fund performance data. The value of Fund
shares, when redeemed, may be more or less than their original cost. Both yield
and total return are historical calculations and are not an indication of future
performance. See "Factors to Consider in Choosing an Alternative."
    
   
<TABLE>
HOW TO BUY SHARES
    
- ------------------------------------------------------------------------------------------
   
<S>               <C>  <C>                                                            
    The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
    group investments and retirement plans). Complete the Account Application attached
    to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
    If you do not specify which class of shares you are purchasing, Investor Services
    will assume that you are investing in Class A shares.
    
- --------------------------------------------------------------------------------
   
                   OPENING AN ACCOUNT
    
- --------------------------------------------------------------------------------
   
- ------------------------------------------------------------------------------------------
    BY CHECK      1.   Make your check payable to John Hancock Investor Services
                       Corporation ("Investor Services"), 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 Government Securities Trust
                           Class A or Class B shares
                           Your Account Number
                           Name(s) under which account is registered
                  3.   Deliver the completed application to your registered
                       representative or Selling Broker or mail it directly to
                       Investor Services.
- ------------------------------------------------------------------------------------------
    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
    (MAAP)        2.   The amount you elect to invest will be automatically withdrawn
                       from your bank or credit union account.
- ------------------------------------------------------------------------------------------
    
   
                   BUYING ADDITIONAL CLASS A AND CLASS B
                   SHARES
    
- ------------------------------------------------------------------------------------------
   
    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 Class A or Class B 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, the class of shares
                       you own, your account number, and the amount you wish to
                       invest.
                  4.   Your investment normally will be credited to your account the
                       business day following your phone request.
- ------------------------------------------------------------------------------------------
</TABLE>
    
 
                                       11
<PAGE>   15

<TABLE>
- ------------------------------------------------------------------------------------------
   
<S>              <C>  <C>                                                            
    BY CHECK      1.   Either complete the detachable stub included on your account
                       statement or include a note with your investment listing the
                       name of the Fund, the class of share you own, your account
                       number and the name(s) in which the account is registered.
- ------------------------------------------------------------------------------------------
    
- -------------------------------------------------------------------------------
   
                   BUYING ADDITIONAL CLASS A AND CLASS B SHARES (CONTINUED)
    
- -------------------------------------------------------------------------------
 
   
                  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 Government Securities Trust
                           Class A or Class B shares
                           Your Account Number
                           Name(s) under which account is registered
- ------------------------------------------------------------------------------------------
    Other Requirements: All purchases must be made in U.S. dollars. Checks written on
    foreign banks will delay purchases until U.S. funds are received, and a collection
    charge may be imposed. Shares of the Fund are priced at the offering price based
    on the net asset value computed after 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
    unless a request is made in writing to Investor Services.
- ------------------------------------------------------------------------------------------
</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 net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Trustees. Short-term debt investments
maturing within 60 days are valued at amortized cost, which the Trustees have
determined approximates market value. The NAV is calculated once daily as of the
close of regular trading on the New York Stock Exchange (generally at 4:00 p.m.,
New York time) on each day that the Exchange is open.
    
- -------------------------------------------------------------------------------
   
                   THE OFFERING PRICE OF YOUR SHARES IS THEIR
                   NET ASSET VALUE PLUS A SALES CHARGE, IF
                   APPLICABLE, WHICH WILL VARY WITH THE
                   PURCHASE ALTERNATIVE YOU CHOOSE.
    
- -------------------------------------------------------------------------------
   
Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock Funds.
If you buy shares of the Fund through a Selling Broker, the Selling Broker must
receive your investment before the close of regular trading on the New York
Stock
    
 
                                       12
<PAGE>   16
 
   
Exchange and transmit it to John Hancock Funds before its close of business to
receive that day's offering price.
    
   
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES.  The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:
    
   
<TABLE>
<CAPTION>
                                                                 COMBINED
                                           SALES CHARGE AS      REALLOWANCE         REALLOWANCE TO
                         SALES CHARGE AS   A PERCENTAGE OF   AND SERVICE FEE AS   SELLING BROKERS AS
 AMOUNT INVESTED         A PERCENTAGE OF     THE AMOUNT       A PERCENTAGE OF       A PERCENTAGE OF
(INCLUDING SALES          OFFERING PRICE      INVESTED       OFFERING PRICE(+)   THE OFFERING PRICE(*)
     CHARGE)
 ---------------         ----------------   ---------------  ------------------   ---------------------
<S>                           <C>              <C>                <C>                   <C>
Less than $100,000......      4.50%            4.71%              4.00%                 3.76%
$100,000 to $249,999....      3.75%            3.90%              3.25%                 3.01%
$250,000 to $499,999....      2.75%            2.83%              2.30%                 2.06%
$500,000 to $999,999....      2.00%            2.04%              1.75%                 1.51%
$1,000,000 and over.....      0.00%(**)        0.00%(**)          (***)                 0.00%(***)

    
<FN>
   
  (*) Upon notice to Selling Brokers with whom it has sales agreements, John
      Hancock Funds may reallow an amount up to the full applicable sales
      charge. In addition to the reallowance allowed to all Selling Brokers,
      John Hancock Funds will pay the following: round trip airfare to a resort
      will be offered to each registered representative of a Selling Broker (if
      the Selling Broker has agreed to participate) who sells certain amounts of
      shares of John Hancock Funds. John Hancock Funds will make these incentive
      payments out of its own resources. A Selling Broker to whom substantially
      the entire sales charge is reallowed or who receives these incentives may
      be deemed to be an underwriter under the Securities Act of 1933. Other
      than distribution and service fees, the Fund does not bear distribution
      expenses.
    
 
   
 (**) No sales charge is payable at the time of purchase of Class A shares of $1
      million or more, but a CDSC may be imposed in the event of certain
      redemption transactions within one year of purchase.
    
 
   
(***) John Hancock Funds may pay a commission and the first year's service fee
      (as described in (+) below) to Selling Brokers who initiate and are
      responsible for purchases of Class A shares of $1 million or more in
      aggregate as follows: 1% on sales to $4,999,999, 0.50% on the next $5
      million and 0.25% on $10 million and over.
    
 
   
  (+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
      year's service fee in advance in an amount equal to 0.25% of the net
      assets invested in the Fund at the time of the sale. Thereafter, it pays
      the service fee periodically in arrears in an amount up to 0.25% of the
      Fund's average annual net assets. Selling Brokers receive the fee as
      compensation for providing personal and account maintenance services to
      shareholders.
    
</TABLE>
 
   
Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.
 
In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.
    
 
                                       13
<PAGE>   17
 
   
Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."
    
   
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES.  Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:
    
 
   
<TABLE>
<CAPTION>
        AMOUNT INVESTED                                                 CDSC RATE
        ---------------                                                 ---------- 
<S>                                                                      <C>
$1 million to $4,999,999................................................   1.00%
Next $5 million to $9,999,999...........................................   0.50%
Amounts of $10 million and over.........................................   0.25%
</TABLE>
    
 
   
Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994, and participant directed defined
contribution plans with at least 100 eligible employees at the inception of the
Fund account may purchase Class A shares with no initial sales charge. However,
if the shares are redeemed within 12 months after the end of the calendar year
in which the purchase was made, a CDSC will be imposed at the above rate.
    
   
The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
shares.
    
   
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
Therefore, it will be assumed that the redemption is first made from any shares
in your account that are not subject to the CDSC. The CDSC is waived on
redemptions in certain circumstances. See "Waiver of Contingent Deferred Sales
Charges" below.
    
   
QUALIFYING FOR A REDUCED SALES CHARGE.  If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares of
the John Hancock funds in meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:
    
 
- -------------------------------------------------------------------------------
   
                   YOU MAY QUALIFY FOR A REDUCED SALES CHARGE
                   ON YOUR INVESTMENT IN CLASS A SHARES.
    
- -------------------------------------------------------------------------------
   
1. Your current purchase of Class A shares of the Fund.
    
   
2. The net asset value (at the close of business on the previous day) of (a) all
   Class A shares of the Fund you hold, and (b) all Class A shares of any other
   John Hancock funds you hold; and
    
 
   
3. The net asset value of all shares held by another shareholder eligible to
   combine his or her holdings with you into a single "purchase."
    
 
                                       14
<PAGE>   18
 
   
EXAMPLE:
    
 
   
If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $80,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 3.75% and not 4.50%, (the
rate that would otherwise be applicable to investments of less than $100,000.
See "Initial Sales Charge Alternative -- Class A Shares.")
    
 
   
If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:
    
 
   
- - A Trustee or officer of the Fund; a Director or officer of the Adviser and its
  affiliates or Selling Brokers; employees or sales representatives of any of
  the foregoing; retired officers, employees or Directors of any of the
  foregoing; a member of the immediate family of any of the foregoing; or any
  fund, pension, profit sharing or other benefit plan for the individuals
  described above.
    
 
- -------------------------------------------------------------------------------
   
                   CLASS A SHARES MAY BE AVAILABLE WITHOUT A
                   SALES CHARGE TO CERTAIN INDIVIDUALS AND
                   ORGANIZATIONS.
    
- -------------------------------------------------------------------------------
 
   
- - Any state, county, city or any instrumentality, department, authority, or
  agency of these entities that is prohibited by applicable investment laws from
  paying a sales charge or commission when it purchases shares of any registered
  investment management company.*
    
 
   
- - A bank, trust company, credit union, savings institution or other type of
  depository institution, its trust departments or common trust funds if it is
  purchasing $1 million or more for non-discretionary customers or accounts.*
    
 
   
- - A broker, dealer or registered investment adviser that has entered into an
  agreement with John Hancock Funds providing specifically for the use of Fund
  shares in fee-based investment products made available to its clients.
    
 
   
- - A former participant in an employee benefit plan with John Hancock Funds, when
  he/she withdraws from his/her plan and transfers any or all of his/her plan
  distributions directly to the Fund.
    
- ------------------
   
*For investments made under these provisions, John Hancock Funds may make a
 payment out of its own resources to the Selling Broker in an amount not to
 exceed 0.25% of the amount invested.
    
 
   
Class A shares of the Fund may be purchased without an initial sales charge in
connection with certain liquidation, merger or acquisition transactions
involving other investment companies or personal holding companies.
    
 
   
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES.  Class B shares
are offered at net asset value per share without a sales charge so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within six years of purchase will be subject to a CDSC
at the rates set forth below. This charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on increases
in account value above the initial purchase price, including shares derived from
dividend reinvestment.
    
 
   
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will
    
 
                                       15
<PAGE>   19
 
   
be assumed that your redemption comes first from shares you have held beyond the
six-year CDSC redemption period or those you acquired through reinvestment of
dividends, and next from the shares you have held the longest during the
six-year period. The CDSC is waived on redemptions in certain circumstances. See
the discussion "Waiver of Contingent Deferred Sales Charges" below.
    
 
   
EXAMPLE:
    
 
   
You have purchased 100 shares at $10 per share. The second year after your
purchase, your investment's net asset value per share has increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment. If
you redeem 50 shares at this time, your CDSC will be calculated as follows:
    
 
   
<TABLE>
<S>                                                                         <C>
- - Proceeds of 50 shares redeemed at $12 per share........................   $  600
- - Minus proceeds of 10 shares not subject to CDSC because they were
  acquired through dividend reinvestment (10 X $12)......................     -120
- - Minus appreciation on remaining shares, also not subject to CDSC (40 X
  $2)....................................................................     - 80
                                                                            ------
+ Amount subject to CDSC.................................................   $  400
</TABLE>
    
 
   
Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.
    
 
   
The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for the purposes of determining this holding period, any payments you make
during the month will be aggregated and deemed to have been made on the last day
of the month.
    
 
   
<TABLE>
<CAPTION>
        YEAR IN WHICH
       CLASS B SHARES                                    CONTINGENT DEFERRED SALES
     REDEEMED FOLLOWING                                  CHARGE AS A PERCENTAGE OF
          PURCHASE                                     DOLLAR AMOUNT SUBJECT TO CDSC
     ------------------                                ------------------------------
<S>                                                               <C>
First                                                               5.0%
Second                                                              4.0%
Third                                                               3.0%
Fourth                                                              3.0%
Fifth                                                               2.0%
Sixth                                                               1.0%
Seventh and thereafter                                              None
</TABLE>
    
 
   
A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and account maintenance services to shareholders during the twelve
months following the sale, and thereafter the service fee is paid in arrears.
     
                                       16
<PAGE>   20
 
   
WAIVER OF CONTINGENT DEFERRED SALES CHARGES.  The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:
    
 
   
- - Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
  "How to Redeem Shares"), as long as your annual redemptions do not exceed 10%
  of your account value at the time you establish your Systematic Withdrawal
  Plan and 10% of the value of your subsequent investments (less redemptions) in
  that account at the time you notify Investor Services. This waiver does not
  apply to Systematic Withdrawal Plan redemptions of Class A shares that are
  subject to a CDSC.
    
 
- -------------------------------------------------------------------------------
   
                   UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON
                   CLASS B AND CERTAIN CLASS A SHARE
                   REDEMPTIONS WILL BE WAIVED.
    
- -------------------------------------------------------------------------------
 
   
- - Redemptions made to effect distributions from an Individual Retirement Account
  either before or after age 59 1/2, as long as the distributions are based on
  the life expectancy or the joint-and-last survivor life expectancy of you and
  your beneficiary. These distributions must be free from penalty under the
  Code.
    
 
   
- - Redemptions made to effect mandatory distributions under the Code after age
  70 1/2 from a tax-deferred retirement plan.
    
 
   
- - Redemptions made to effect distributions to participants or beneficiaries from
  certain employer-sponsored retirement plans including those qualified under
  Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
  Code and deferred compensation plans under Section 457 of the Code. The waiver
  also applies to certain returns of excess contributions made to these plans.
  In all cases, the distributions must be free from penalty under the Code.
    
 
   
- - Redemptions due to death or disability.
    
 
   
- - Redemptions made under the Reinvestment Privilege, as described in "Additional
  Services and Programs" of this Prospectus.
    
 
   
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
  have less than $100 invested in the Fund.
    
 
   
- - Redemptions made in connection with certain liquidation, merger or acquisition
  transactions involving other investment companies or personal holding
  companies.
    
 
   
- - Redemptions from certain IRA and retirement plans that purchased shares prior
  to October 1, 1992.
    
 
   
If you qualify for a CDSC waiver under one of these situations, you must notify
Investor Services either directly or through your Selling Broker at the time you
make your redemption. The waiver will be granted once Investor Services has
confirmed that you are entitled to the waiver.
    
 
   
CONVERSION OF CLASS B SHARES.  Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares
automatically. This will occur no later than the month following eight years
after the shares were purchased and will result in lower annual distribution
fees.
    
 
                                       17
<PAGE>   21
 
   
If you exchanged Class B shares into the Fund from another John Hancock fund,
the calculation will be based on the time you purchased the shares in the
original fund. The Fund has been advised that the conversion of Class B shares
to Class A shares should not be taxable for Federal income tax purposes and
should not change a shareholder's tax basis or tax holding period for the
converted shares.
    
 
   
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, less any applicable CDSC. 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. When you redeem your shares, you may realize a taxable gain or
loss depending usually on the difference between what you paid for them and what
you receive for them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to seven days or
longer, as permitted by Federal securities laws.
    

<TABLE>
- ------------------------------------------------------------------------------------------
   
<S>                      <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) and
                         address shown on the account.

                         If reasonable procedures, such as those described above,
                         are not followed, the Fund may be liable for any loss due
                         to unauthorized or fraudulent telephone instructions. In
                         all other cases, neither the Fund nor 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>
    
 
                                       18
<PAGE>   22
 
   
<TABLE>
- -------------------------------------------------------------------------------------------
<S>                      <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, class of shares, your
                         account number and the additional requirements listed below
                         that apply to your particular account.
- -------------------------------------------------------------------------------------------
    
   
          TYPE OF REGISTRATION                          REQUIREMENTS
    ---------------------------------   --------------------------------------------
    Individual, Joint Tenants, Sole     A letter of instruction signed (with 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.
- -------------------------------------------------------------------------------------------
    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.
- -------------------------------------------------------------------------------------------
    
   
- -------------------------------------------------------------------------------
    
   
                   WHO MAY GUARANTEE YOUR SIGNATURE.
    
- -------------------------------------------------------------------------------
   
- -------------------------------------------------------------------------------------------
    THROUGH YOUR BROKER.  Your broker may be able to initiate the redemption.
    Contact your broker for instructions.
- -------------------------------------------------------------------------------------------
    
 
   
- -------------------------------------------------------------------------------
                   ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------
    
 
   
- -------------------------------------------------------------------------------------------
    If you have certificates for your shares, you must submit them with your stock
    power or a letter of instructions. Unless you specify to the contrary, any
    outstanding Class A shares will be redeemed before Class B shares. You may not
    redeem certificated shares by telephone.
    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 $100 (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. No CDSC will be imposed on involuntary redemptions of shares.

    Shareholders will be notified before these redemptions are to be made or this
    fee is imposed and will have 30 days to purchase additional shares to bring
    their account 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>
    
 
                                       19
<PAGE>   23
 
   
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 each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.
 
- -------------------------------------------------------------------------------
   
                   YOU MAY EXCHANGE SHARES OF THE FUND ONLY
                   FOR SHARES OF THE SAME CLASS OF ANOTHER
                   JOHN HANCOCK FUND.
    
- -------------------------------------------------------------------------------
 
   
Exchanges between funds with shares that are not subject to a CDSC are based on
their respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class B shares of another John Hancock fund without incurring the CDSC;
however, these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Limited-Term Government Fund and John Hancock Adjustable U.S.
Government Trust will be subject to the initial fund's CDSC). For purposes of
computing the CDSC payable upon redemption of shares acquired in an exchange,
the holding period of the original shares is added to the holding period of the
shares acquired in an exchange.
    
 
   
However, if you exchange Class B shares purchased prior to January 1, 1994 for
Class B shares of any other John Hancock fund, you will be subject to the CDSC
schedule in effect on your initial purchase date.
    
 
   
You may exchange Class B shares of the Fund into shares of a John Hancock money
market fund net asset value. However, you will continue to be subject to the
same CDSC upon redemption.
    
 
   
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.
    
 
   
An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.
     
   
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
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
    
 
                                       20
<PAGE>   24
 
   
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. 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 and class of the Fund whose shares you currently own
    
   
   -- your account number
    
   
   -- the name(s) in which the account is registered
    
   
   -- the name of the fund in which you wish your exchange to be invested
    
   
   -- the number of shares, all shares or 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
    
 
                                       21
<PAGE>   25
 
   
REINVESTMENT PRIVILEGE
    
 
   
1. You will not be subject to a sales charge on Class A shares reinvested in
   shares of any John Hancock fund that is otherwise subject to a sales charge
   as long as you reinvest within 120 days from the redemption date. If you paid
   a CDSC upon a redemption, you may reinvest at net asset value in the same
   class of shares from which you redeemed within 120 days. Your account will be
   credited with the amount of the CDSC previously charged, and the reinvested
   shares will continue to be subject to a CDSC. For purposes of computing the
   CDSC payable upon a subsequent redemption, the holding period of the shares
   acquired through reinvestment will include the holding period of the redeemed
   shares.
    
 
- -------------------------------------------------------------------------------
   
                   IF YOU REDEEM SHARES OF THE FUND, YOU MAY
                   BE ABLE TO REINVEST ALL OR PART OF THE
                   PROCEEDS IN THE FUND OR ANOTHER JOHN
                   HANCOCK FUND WITHOUT PAYING AN ADDITIONAL
                   SALES CHARGE.
    
- -------------------------------------------------------------------------------
 
   
2. Any portion of your redemption may be reinvested in Fund shares or in shares
   of any of the other John Hancock funds, subject to the minimum investment
   limit of that fund.
    
 
   
3. To reinvest, you must notify Investor Services in writing. Include the Fund's
   name, the account number and class from which your shares were originally
   redeemed.
    
 
   
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.
    
 
- -------------------------------------------------------------------------------
   
                   YOU CAN PAY ROUTINE BILLS FROM YOUR
                   ACCOUNT, OR MAKE PERIODIC DISBURSEMENTS OF
                   FUNDS FROM YOUR RETIREMENT ACCOUNT TO
                   COMPLY WITH IRS REGULATIONS.
    
- -------------------------------------------------------------------------------
 
   
3. Payments from your account can be made monthly, quarterly, semi-annually or
   annually or on a selected monthly basis to yourself or any other designated
   payee.
    
 
   
4. There is no limit on the number of payees you may authorize, but all payments
   must be made at the same time or intervals.
    
 
   
5. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
   with purchases of additional Class A or Class B shares, because you may be
   subject to initial sales charges on your purchases of Class A shares or to a
   CDSC on your redemptions of Class B shares. In addition, your redemptions are
   taxable events.
    
 
   
6. 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.
    
 
                                       22
<PAGE>   26
 
   
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.
    
 
   
4. There is no charge to you for this program, and there is no cost to the Fund.
    
 
   
5. If you have payments being withdrawn from a bank account and we are notified
   that the account has been closed, your withdrawals will be discontinued.
    
 
   
GROUP INVESTMENT PROGRAM
    
 
   
1. An individual account will be established for each participant, but the
   initial sales charge for Class A shares will be based on the aggregate dollar
   amount of all participants' investments. To determine how to qualify for this
   program, contact your registered representative or call 1-800-225-5291.
    
 
- -------------------------------------------------------------------------------
   
                   ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
                   MAY ESTABLISH ACCOUNTS.
    
- -------------------------------------------------------------------------------
 
   
2. The initial aggregate investment of all participants in the group must be at
   least $250.
    
 
   
3. There is no additional charge for this program. There is no obligation to
   make investments beyond the minimum, and you may terminate the program 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
Unless otherwise specified, each of the Fund's investment practices described in
this section is a non-fundamental policy and may be changed by the Trustees
without shareholder approval.
     
   
RESTRICTED AND ILLIQUID SECURITIES.  The Fund may invest up to 10% of its total
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, certain over-the-counter options, certain stripped mort-
    
 
                                       23
<PAGE>   27
 
   
gage-backed securities, certain restricted securities and securities that are
not readily marketable. The Fund may also invest up to 10% of its total assets
in restricted securities, including restricted securities eligible for resale to
certain institutional investors pursuant to Rule 144A under the Securities Act
of 1933. The Fund's limitations regarding restricted and illiquid securities are
fundamental policies.
    
 
   
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 rate. Short-term trading of fixed-income
securities should not increase direct transaction costs since fixed-income
securities are normally traded on a principal basis without commissions. The
Fund may engage in short-term trading in response to changes in interest rates
or other economic trends and developments, or to take advantage of yield
disparities between various securities in which the Fund may invest in order to
improve income. Short-term trading may increase portfolio turnover. A rate of
turnover of 100% would occur if the value of the lesser of purchases and sales
of portfolio securities for a particular year equaled the average monthly value
of portfolio securities owned during the year (excluding short-term securities).
A high rate of portfolio turnover (100% or more) may, under certain
circumstances, make it more difficult for the Fund to qualify as a regulated
investment company under the Code. The Fund's portfolio turnover rate is set
forth in the table under "Financial Highlights."
    
 
   
OPTIONS AND FUTURES TRANSACTIONS.  The Fund may buy options contracts on debt
securities and buy and sell financial futures contracts and options on futures
contracts. Options and futures contracts are bought and sold to manage the
Fund's exposure to changing interest rates and security prices. Some options and
futures strategies, including selling futures and buying puts, tend to hedge the
Fund's investment against price fluctuations. Buying futures and calls tends to
increase market exposure. However, as a fundamental policy, the Fund may buy and
sell futures contracts and related options only for hedging purposes. In
addition, as a non-fundamental policy, the Fund will not invest in put and call
options if, as a result, the amount of premiums paid for such options then
outstanding would exceed 10% of the Fund's total assets. Options and futures may
be combined with each other or with forward contracts in order to adjust the
risk and return characteristics of the overall strategy. The Fund may invest in
options on debt securities and futures based on securities or indices, including
options and futures traded on an exchange or board of trade and options not
traded on exchanges.
    
 
   
Options and futures can be volatile investments and involve certain risks. If
the Adviser applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower the Fund's return. The
Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other investments or if it could not
close out its positions because of an illiquid secondary market. Options and
futures do not pay interest but may produce capital gains or losses.
    
 
                                       24
<PAGE>   28
 
   
The Fund is authorized to, but presently does not intend to, engage in certain
investment techniques involving the sale of covered call and secured put options
for the purpose of generating additional income. (See the Statement of
Additional Information for a discussion of these techniques.) In addition, the
Fund will not engage in such transactions without first having given
shareholders written notice at least 60 days in advance thereof.
    
 
   
The Fund will not engage in a transaction in futures or options on futures if,
immediately thereafter, the sum of initial margin deposits and premiums required
to establish positions in futures contracts and options on futures would exceed
5% of the Fund's net assets. The loss incurred by the Fund investing in futures
contracts and writing options on futures is potentially unlimited. The Fund's
transactions in options and futures contracts may be limited by the requirements
of the Code for qualification as a regulated investment company. See "Derivative
Investments" below and the Statement of Additional Information for a further
discussion of options and futures transactions, including tax effects and
investment risks.
    
 
   
LENDING OF SECURITIES AND REPURCHASE AGREEMENTS.  For the purpose of realizing
additional income, the Fund may lend to broker-dealers portfolio securities
amounting to not more than 33 1/3% of its total assets taken at current value.
The Fund may also enter into repurchase agreements. 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. Repurchase agreements
maturing in more than seven (7) days will be subject to the Fund's restriction
regarding illiquid securities.
    
 
   
These transactions must be fully collateralized at all times. The Fund may
reinvest any cash collateral in short-term 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. Securities loaned by the Fund will remain subject to
fluctuations of market value.
    
 
   
SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT.  The Fund may from time
to time commit to purchase securities for which the normal settlement date
occurs later than the settlement date which is normal for U.S. Treasury
obligations. The payment and interest rate received on such securities are fixed
at the time the buyer enters into the commitment. Although the Fund will enter
into commitments to purchase such securities only with the intention of actually
acquiring the securities, the Fund may sell these securities before the
settlement date. Securities purchased on a when-issued basis can involve a risk
that the yields available in the market when delivery takes place may be higher
than those obtained in the transaction itself. There are no limitations on the
percentage of the Fund's assets which may be invested in such securities.
However, it is not expected that more than 10% of the Fund's assets would be so
invested at any time.
    
 
   
MORTGAGE "DOLLAR ROLL" TRANSACTIONS.  The Fund may enter into mortgage "dollar
roll" transactions with selected banks and broker-dealers pursuant to which the
Fund sells mortgage-backed securities and simultaneously contracts to
    
 
                                       25
<PAGE>   29
 
   
repurchase substantially similar (same type, coupon and maturity) securities on
a specified future date. The Fund will only enter into covered rolls. A "covered
roll" is a specific type of dollar roll for which there is an offsetting cash
position or a cash equivalent security position which matures on or before the
forward settlement date of the dollar roll transaction.
    
 
   
REVERSE REPURCHASE AGREEMENTS.  The Fund may enter into reverse repurchase
agreements which involve the sale of a security by the Fund to a bank or
securities firm and its agreement to repurchase the instrument at a specified
time and price plus an agreed amount of interest. The Fund will use the proceeds
to purchase other investments. Reverse repurchase agreements are considered to
be borrowings by the Fund and, as an investment practice, may be considered
speculative.
     

   
Thus, the Fund will enter into a reverse repurchase agreement only when the
Adviser determines that the interest income to be earned from the investment of
the proceeds is greater than the interest expense and associated risks of the
transaction. To minimize various risks associated with reverse repurchase
agreements, the Fund will establish and maintain with the Custodian a separate
account consisting of cash or liquid, high grade debt securities in an amount at
least equal to the repurchase prices of the securities (plus any accrued
interest thereon) under such agreements. Although the Fund's investment
restrictions provide that the Fund would not enter into reverse repurchase
agreements exceeding in the aggregate 33 1/3 of the value of its net assets
(including, for this purpose, other borrowings of the Fund), this limitation
shall not exceed 20% of the Fund's total assets. The Fund will enter into
reverse repurchase agreements only with selected registered broker/dealers or
with federally insured banks or savings and loan associations which are approved
in advance as being creditworthy by the Trustees. Under procedures established
by the Trustees, the Adviser will monitor the creditworthiness of the firms
involved.
    
 
   
ZERO COUPON BONDS.  The Fund may invest in zero coupon U.S. Treasury securities,
such as (i) U.S. Treasury bills, and both notes and bonds which have been
stripped of their unmatured interest coupons and receipts or (ii) certificates
representing interests in such stripped obligations. A zero coupon security pays
no interest in cash to its holder during its life although interest is accrued
currently for federal income tax purposes. Its value to an investor consists of
the difference between its face value at the time of maturity and the price for
which it was acquired, which is generally an amount significantly less than its
face value (sometimes referred to as a "deep discount" price). Investing in
"zero coupon" U.S. Treasury securities may help to preserve capital during
periods of declining interest rates. For example, if interest rates decline,
GNMA Certificates owned by the Fund which were purchased at greater than par are
more likely to be prepaid, which would cause a loss of principal. In
anticipation of this, the Fund might purchase zero coupon U.S. Treasury
securities, the value of which would be expected to increase when interest rates
decline. Zero coupon U.S. Treasury securities do not entitle the holder to any
periodic payments of interest prior to maturity. Accordingly, such securities
usually trade at a deep discount from their face or par value and will be
subject to greater fluctuations of market value in response to changing interest
rates than debt
    
 
                                       26
<PAGE>   30
 
   
obligations of comparable maturities which make periodic distributions of
interest. On the other hand, because there are no periodic interest payments to
be reinvested prior to maturity, zero coupon securities eliminate the
reinvestment risk and lock in a rate of return to maturity. Current federal tax
law requires that a holder (such as the Fund) of a zero coupon security accrue a
portion of the discount at which the security was purchased as income each year
even though the Fund receives no interest payment in cash on the security during
the year. In order to satisfy the income distribution requirements applicable to
regulated investment companies under the Code, the Fund may therefore be
required to obtain cash for distribution corresponding to such accrued income by
selling portfolio securities, possibly under disadvantageous circumstances, or
through borrowing.
    
 
   
MORTGAGE-BACKED SECURITIES.  Mortgage-backed securities represent participation
interests in pools of adjustable and fixed mortgage loans. Unlike conventional
debt obligations, mortgage-backed securities provide monthly payments derived
from the monthly interest and principal payments (including any prepayments)
made by the individual borrowers on the pooled mortgage loans. The mortgage
loans underlying mortgage-backed securities are generally subject to a greater
rate of principal prepayments in a declining interest rate environment and to a
lesser rate of principal prepayments in an increasing interest rate environment.
Under certain interest and prepayment rate scenarios, the Fund may fail to
recover the full amount of its investment in mortgage-backed securities
notwithstanding any direct or indirect governmental or agency guarantee. Since
faster than expected prepayments must usually be invested in lower yielding
securities, mortgage-backed securities are less effective than conventional
bonds in "locking in" a specified interest rate. Conversely, in a rising
interest rate environment, a declining prepayment rate will extend the average
life of many mortgage-backed securities. This possibility is often referred to
as extension risk. Extending the average life of a mortgage-backed security
increases the risk of depreciation due to future increases in market interest
rates.
    
 
   
The Fund's investments in mortgage-backed securities may include conventional
mortgage pass-through securities, stripped mortgage-backed securities ("SMBS")
and certain classes of multiple class collateralized mortgage obligations
("CMOs" and "REMICs"). REMICs own mortgages and elect REMIC status under the
Code and are similar to CMOs in that they are generally divided into several
classes; however, they represent interests in the pool of mortgages typically
held in a trust. The Fund may acquire "regular" interests in REMICs but does not
intend to acquire "residual" interests in REMICs. Examples of SMBS include
interest only and principal only securities. Senior CMO classes will typically
have priority over residual CMO classes as to the receipt of principal and/or
interest payments on the underlying mortgages.
    
 
   
The CMO classes in which the Fund may invest include sequential and parallel pay
CMOs, including planned amortization class ("PAC") and target amortization class
("TAC") securities. The Fund may also invest in the floating rate mortgage-
backed securities listed under "Indexed Securities."
    
 
                                       27
<PAGE>   31
 
   
STRIPPED MORTGAGE-BACKED SECURITIES.  The Fund may invest up to 10% of its total
assets in stripped mortgage-related and mortgage-backed securities ("Stripped
Mortgage Securities"). Stripped Mortgage Securities are derivative multiclass
mortgage securities that are issued by agencies or instrumentalities of the U.S.
Government, or by private originators of, or investors in, mortgage loans,
including mortgage banks, commercial banks, investment banks and special purpose
subsidiaries of the foregoing. Stripped Mortgage Securities are usually
structured with two classes that receive different proportions of the interest
and principal distributions on a pool of mortgage assets. A common type of
Stripped Mortgage Securities will have one class receiving some of the interest
and most of the principal from the mortgage assets, while the other class will
receive most of the interest and the remainder of the principal. In the most
extreme case, one class will receive all of the interest (the interest-only or
"IO" class), while the other class will receive all of the principal (the
principal-only or "PO" class). The yield to maturity on an IO class is extremely
sensitive to the rate of principal payments (including prepayments) on the
related underlying mortgage assets, and a rapid rate of principal payments may
have a material adverse effect on the securities' yield to maturity. If the
underlying mortgage assets experience greater than anticipated prepayments of
principal, the Fund may fail to recoup fully its initial investment in an IO.
Furthermore, if the underlying mortgage assets experience slower than
anticipated prepayments of principal, the yield of a PO will be affected more
severely than would be the case with a traditional mortgage-backed security. IOs
and POs have exhibited large price changes in response to changes in interest
rates and are considered to be volatile in nature.
    
 
   
INDEXED SECURITIES.  The Fund may invest in indexed securities. The interest
rate or, in some cases, the principal payable at the maturity of an indexed
security may change positively or inversely in relation to one or more interest
rates, financial indices or other financial indicators ("reference prices"). An
indexed security may be leveraged to the extent that the magnitude of any change
in the interest rate or principal payable on an indexed security is a multiple
of the change in the reference price. Thus, indexed securities may decline in
value due to adverse market changes in reference prices.
    
 
   
The indexed securities purchased by the Fund may include IO and PO securities,
floating rate securities linked to the Cost of Funds Index ("COFI floaters"),
other "lagging rate" floating rate securities, floating rate securities that are
subject to a maximum interest rate ("capped floaters"), leveraged floating rate
securities ("super floaters"), leveraged inverse floating rate securities
("inverse floaters"), dual index floaters and range floaters.
    
 
   
RISKS OF MORTGAGE-BACKED AND INDEXED SECURITIES.  Different types of derivative
debt securities are subject to different combinations of prepayment, extension,
interest rate and/or other market risks. Conventional mortgage pass-through
securities and sequential pay CMOs are subject to all of these risks, but are
typically not leveraged. PACs, TACs and other senior classes of sequential and
parallel pay CMOs involve less exposure to prepayment, extension and interest
rate risk than other mortgage-backed securities, provided that prepayment rates
remain within expected prepayment ranges or "collars."
    
 
                                       28
<PAGE>   32
   
The risk of early prepayments is the primary risk associated with mortgage IOs,
super floaters and other leveraged floating rate mortgage-backed securities. The
primary risks associated with COFI floaters, other "lagging rate" floaters,
capped floaters, inverse floaters, POs and leveraged inverse IOs are the
potential extension of average life and/or depreciation due to rising interest
rates. The residual classes of CMOs are subject to both prepayment and extension
risk.
    
 
   
Other types of floating rate derivative debt securities present more complex
types of interest rate risks. For example, range floaters are subject to the
risk that the coupon will be reduced to below market rates if a designated
interest rate floats outside of a specified interest rate band or collar. Dual
index or yield curve floaters are subject to depreciation in the event of an
unfavorable change in the spread between two designated interest rates.
    
 
   
RISKS ASSOCIATED WITH OPTIONS, FUTURES AND OTHER DERIVATIVE INSTRUMENTS.  The
risks associated with the Fund's transactions in options, futures and other
derivative instruments may include some or all of the following:
    
 
   
Market Risks.  Options and futures transactions, as well as other derivative
instruments, involve the risk that the applicable market will move against the
Fund's derivative position and that the Fund will incur a loss. For derivative
contracts other than purchased options, this loss may exceed the amount of the
initial investment made or the premium received by the Fund. Investments in
mortgage-backed and indexed securities are subject to the prepayment, extension,
interest rate and other market risks described above.
    
 
   
Leverage and Volatility Risk.  Derivative instruments may increase or leverage
the Fund's exposure to a particular market risk, which may increase the
volatility of the Fund's net asset value. The Fund may partially offset the
leverage inherent in derivative instruments by maintaining a segregated account
consisting of cash and liquid, high grade debt securities, by holding offsetting
portfolio securities or currency positions or by covering written options.
    
 
   
Correlation Risk.  A Fund's success in using derivative instruments to hedge
portfolio assets depends on the degree of price correlation between the
derivative instrument and the hedged asset. Imperfect correlation may be caused
by several factors, including temporary price disparities among the trading
markets for the derivative instruments, the assets underlying the derivative
instrument and the Fund's portfolio assets.
    
 
   
Credit Risk.  Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.
    
 
   
Liquidity and Valuation Risk.  Some derivative instruments are not readily
marketable or may become illiquid under adverse market conditions. In addition,
during periods of extreme market volatility, and exchange may suspend or limit
trading in an exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. The staff of the SEC takes the
position that certain over-the-counter options are subject to the Fund's 10%
limit on illiquid investments. The Fund's ability to terminate over-the-counter
derivative instruments may
    
 
                                       29
<PAGE>   33
 
   
depend on the cooperation of the counterparties to these instruments. For
derivative instruments that are not heavily traded, the only source of price
quotations may be the selling dealer or counterparty.
    
 
   
LEVERAGE.  The use of reverse repurchase agreements and mortgage dollar rolls
involves leverage. Leverage allows any investment gains made with the additional
monies received (in excess of the costs of the mortgage dollar roll or the
reverse repurchase agreement) to increase the net asset value of the Fund's
shares faster than would otherwise be the case. On the other hand, if the
additional monies received are invested in ways that do not fully recover the
costs of such transactions to the Fund, the net asset value of the Fund would
fall faster than would otherwise be the case.
     
                                       30
<PAGE>   34
 
                                    (NOTES)
<PAGE>   35
 
   
                                               JOHN HANCOCK
JOHN HANCOCK                                   GOVERNMENT
GOVERNMENT SECURITIES TRUST                    SECURITIES
                                               TRUST
   INVESTMENT ADVISER
   John Hancock Advisers, Inc.
   101 Huntington Avenue
   Boston, Massachusetts
   02199-7603

   PRINCIPAL DISTRIBUTOR
   John Hancock Funds, Inc.
   101 Huntington Avenue                       CLASS A AND CLASS B SHARES
   Boston, Massachusetts                       PROSPECTUS
   02199-7603                                  MAY 15, 1995
                                               
   CUSTODIAN                                   A MUTUAL FUND SEEKING TO
   Investors Bank & Trust Company              OBTAIN A HIGH LEVEL OF
   24 Federal Street                           CURRENT INCOME CONSISTENT 
   Boston, Massachusetts 02110                 WITH SAFETY OF PRINCIPAL.

   TRANSFER AGENT
   John Hancock Investor Services
   Corporation
   P.O. Box 9116
   Boston, Massachusetts
   02205-9116

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

HOW TO OBTAIN INFORMATION
ABOUT THE FUND

For Service Information
For Telephone Exchange call 1-800-225-5291
For Investment-by-Phone
For Telephone Redemption
                                               101 HUNTINGTON AVENUE
For TDD  call 1-800-554-6713                   BOSTON, MASSACHUSETTS 02199-7603
                                               TELEPHONE 1-800-225-5291

T100P 5/95 (LOGO) Printed on Recycled Paper
    

<PAGE>   36
 
   
JOHN HANCOCK
 
INVESTMENT QUALITY

BOND FUND
 
CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995

<TABLE>
- ---------------------------------------------------------------------------------------------

TABLE OF CONTENTS
 
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                       <C>
Expense Information...................................................................     2
The Fund's Financial Highlights.......................................................     3
Investment Objective and Policies.....................................................     4
Organization and Management of the Fund...............................................     7
Alternative Purchase Arrangements.....................................................     8
The Fund's Expenses...................................................................     9
Dividends and Taxes...................................................................    10
Performance...........................................................................    11
How to Buy Shares.....................................................................    12
Share Price...........................................................................    14
How to Redeem Shares..................................................................    20
Additional Services and Programs......................................................    22
Investments, Techniques and Risk Factors..............................................    25
</TABLE>
    
    
  This Prospectus sets forth the information about John Hancock Investment
Quality Bond Fund (the "Fund"), a diversified series of John Hancock Bond Fund
(the "Trust"), that you should know before investing. Please read and retain it
for future reference.
    
   
  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).
    

  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.

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>   37
 
   
<TABLE>

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 March 31, 1994 adjusted to reflect current sales charges. Actual fees and
expenses in the future of the Class A and Class B shares may be greater or less than those indicated. 

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

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Management fee........................................................................................      0.60%       0.60%
12b-1 fee**...........................................................................................      0.25%       1.00%
Other expenses***.....................................................................................      0.40%       0.40%
Total Fund operating expenses.........................................................................      1.25%       2.00%

<FN> 
  * No sales charge is payable at the time of purchase on investments of $1 million or more, but for these investments a 
    contingent deferred sales charge may be imposed, as described below under the caption "Share Price," in the event of certain 
    redemption transactions within one year of purchase.

 ** The amount of the 12b-1 fee used to cover service expenses will be up to 0.25% of the Fund's average net assets, and the 
    remaining portion will be used to cover distribution expenses.

*** Other Expenses include transfer agent, legal, audit, custody and other expenses.

  + Redemption by wire fee (currently $4.00) not included.
 

</TABLE>

<TABLE>
<CAPTION>
                                  EXAMPLE:                                      1 YEAR       3 YEARS       5 YEARS       10 YEARS
                                                                                ------       -------       -------       --------
<S>                                                                              <C>           <C>          <C>            <C>
You would pay the following expenses for the indicated period of years on a
  hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares...............................................................    $ 57          $83          $ 111          $189
Class B Shares
    -- Assuming complete redemption at end of period.........................    $ 70          $93          $ 128          $213
    -- Assuming no redemption................................................    $ 20          $63          $ 108          $213
 
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)
</TABLE>
    
    
  The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum front-end
sales charge permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
     
   
  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 "The Trust and Its Management" and
"Distribution Contract."
    
 
                                        2
<PAGE>   38
<TABLE>

THE FUND'S FINANCIAL HIGHLIGHTS
   
        The information in the following table of financial highlights for each of the periods ended March 31, 1994, and prior, 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 September 30, 1994 are unaudited. Further
information about the performance of the shares 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.

  Selected data for shares of the Fund outstanding during the indicated periods is as follows:

<CAPTION>
                                                                             CLASS A SHARES
                                       ------------------------------------------------------------------------------------------
                                       SIX MONTHS
                                         ENDED
                                       SEPT. 30,                                 YEAR ENDED MARCH 31,
                                        1994(2)      ----------------------------------------------------------------------------
                                       (UNAUDITED)    1994        1993       1992       1991       1990        1989        1988
                                       ----------    -------    --------    -------    -------    -------    --------    --------
<S>                                        <C>         <C>         <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...............................     $8.72       $9.26       $8.93      $8.85      $8.52      $8.77       $9.24      $10.05

INCOME FROM INVESTMENT OPERATIONS
Net investment income.................      0.28        0.71        0.79       0.80       0.85       0.86        0.89        0.75
Net realized and unrealized gain
 (loss) on investments................     (0.46)      (0.55)       0.31       0.11       0.32      (0.22)      (0.51)      (0.55)
                                         -------     -------    --------    -------    -------    -------    --------    --------
Total from Investment Operations......     (0.18)       0.16        1.10       0.91       1.17       0.64        0.38        0.20
LESS DISTRIBUTIONS
Dividends from net investment
 income...............................     (0.30)      (0.70)      (0.77)     (0.83)     (0.84)     (0.89)      (0.85)      (0.75)
Distributions from realized gains.....    --           --          --         --         --         --          --          (0.13)
Distributions in excess of net
 investment income....................     (0.03)      --          --         --         --         --          --          --
Returns of capital....................    --           --          --         --         --         --          --          (0.13)
                                         -------     -------    --------    -------    -------    -------    --------    --------
Total Distributions...................     (0.33)      (0.70)      (0.77)     (0.83)     (0.84)     (0.89)      (0.85)      (1.01)
                                         -------     -------    --------    -------    -------    -------    --------    --------
Net asset value, end of period........     $8.21       $8.72       $9.26      $8.93      $8.85      $8.52       $8.77       $9.24
                                         =======     =======    ========    =======    =======    =======    ========    ========
TOTAL RETURN*.........................     (2.09)%      1.58%      12.77%     10.72%     14.51%      7.35%       4.39%       2.47%
                                         =======     =======    ========    =======    =======    =======    ========    ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average
 net assets...........................      0.65%       1.25%       1.24%      1.36%      1.25%      1.18%       1.16%       1.14%
Ratio of interest expense to average
 net assets...........................      0.02%      --           0.07%      0.34%     --         --          --          --
                                         -------     -------    --------    -------    -------    -------    --------    --------
Ratio of total expenses to average
 net assets...........................      0.67%       1.25%       1.31%      1.70%      1.25%      1.18%       1.16%       1.14%
                                         =======     =======    ========    =======    =======    =======    ========    ========
Ratio of net investment income to
 average net assets...................      3.37%       7.63%       8.47%      8.84%      9.89%      9.64%       9.85%       8.08%
Portfolio turnover....................       111%        242%        191%       316%       134%       162%        173%        189%
Net Assets, end of period (in
 thousands)...........................   $86,994     $95,601    $111,836    $96,516    $84,039    $88,521    $108,416    $131,682
Debt outstanding at end of period
 (in thousands)(1)....................   $14,079          $0          $0     $6,496      --         --          --          --
Average daily amount of debt
 outstanding during the period (in
 thousands)(1)........................      $885         $70      $2,003     $6,876      --         --          --          --
Average monthly number of shares
 outstanding during the period
 (in thousands).......................    11,586      11,907      11,807     10,003      --         --          --          --
Average daily amount of debt
 outstanding per share during the
 period(1)............................     $0.08       $0.01       $0.17      $0.69      --         --          --          --
 
<CAPTION>
 
                                                                              CLASS B SHARES
                                                                         -------------------------
                                                                         SIX MONTHS   PERIOD FROM
                                                                           ENDED     JUNE 30, 1993
                                                                         SEPT. 30,   TO MARCH 31,
                                          1987        1986       1985     1994(2)     1994(2)(3)
                                        --------    --------    -------  ----------  -------------
<S>                                      <C>         <C>        <C>         <C>        <C>        
PER SHARE INCOME AND CAPITAL CHANGES
 FOR A SHARE OUTSTANDING DURING EACH
 PERIOD:
Net asset value, beginning of
 period...............................   $ 11.18     $  9.52    $   9.26      $8.72    $  9.31

INCOME FROM INVESTMENT OPERATIONS
Net investment income.................      0.75        0.93       1.02       0.26         0.49
Net realized and unrealized gain
 (loss) on investments................     (0.11)       1.87       0.47      (0.46)       (0.60)
                                        --------    --------    -------  ---------     ---------
Total from Investment Operations......      0.64        2.80       1.49      (0.20)       (0.11)
LESS DISTRIBUTIONS
Dividends from net investment
 income...............................     (0.75)      (0.93)     (1.14)     (0.28)       (0.48)
Distributions from realized gains.....     (1.02)      (0.21)     (0.09)    --           --
Distributions in excess of net
 investment income....................     --          --         --         (0.02)      --
Returns of capital....................     --          --         --        --           --
                                        --------    --------    -------  ---------     --------
Total Distributions...................     (1.77)      (1.14)     (1.23)     (0.30)       (0.48)
                                        --------    --------    -------  ---------     --------
Net asset value, end of period........    $10.05      $11.18      $9.52      $8.22        $8.72
                                        ========    ========    =======  =========     ========
TOTAL RETURN*.........................      6.51%      31.51%     17.46%     (2.37)%      (1.51)%
                                        ========    ========    =======  =========     ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average
 net assets...........................      1.01%       1.01%      1.01%      1.02%        1.50%
Ratio of interest expense to average
 net assets...........................     --          --         --          0.02%      --
                                        --------    --------    -------  --------      --------
Ratio of total expenses to average
 net assets...........................      1.01%       1.01%      1.01%      1.04%        1.50%
                                        ========    ========    =======  =========     ========
Ratio of net investment income to
 average net assets...................      7.08%       9.11%     10.97%      3.00%        4.96%
Portfolio turnover....................       150%        322%        93%       111%         242%
Net Assets, end of period (in
 thousands)...........................  $161,466    $105,196    $77,999     $7,305       $5,923
Debt outstanding at end of period
 (in thousands)(1)....................     --          --         --       $14,079           $0
Average daily amount of debt
 outstanding during the period (in
 thousands)(1)........................     --          --         --          $885          $70
Average monthly number of shares
 outstanding during the period
 (in thousands).......................     --          --         --        11,586       11,907
Average daily amount of debt
 outstanding per share during the
 period(1)............................     --          --         --         $0.08        $0.01
 
- ---------------
<FN> 

    
   
(1) Debt outstanding consists of reverse repurchase agreements entered into during the period.

(2) Financial highlights, including total return, have not been annualized.

(3) Portfolio turnover and information regarding debt outstanding are for the year ended March 31, 1994 and are not class specific.
    

 *  Total return does not include the effect of the initial sales charge for Class A Shares or the contingent deferred sales 
    charge for Class B Shares.

</TABLE>
 
                                                    3
<PAGE>   39
 
INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is to earn a high level of current income,
consistent with prudent risk and safety of principal, primarily through
investing in a diversified portfolio of "investment quality" fixed income
securities. Under normal market conditions, the Fund pursues this objective by
investing at least 65% of the value of its total assets in "investment quality"
fixed income securities, which include: (1) U.S. dollar denominated debt
securities of foreign and U.S. issuers which are issued in or outside of the
U.S. and are rated within the three highest quality ratings (AAA, AA or A by
Standard & Poor's Ratings Group ("Standard & Poor's") or Aaa, Aa or A by Moody's
Investors Service, Inc. ("Moody's")); (2) obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities ("U.S. Government
securities"); and (3) high quality money market instruments including short-term
obligations of the U.S. Government or its agencies, certificates of deposit,
bankers' acceptances (each being of investment grade) and commercial paper rated
at least P-1 by Moody's or A-1 by Standard & Poor's. The meanings of the various
ratings are explained in Appendix A to the Statement of Additional Information.
Non-rated securities will also be considered for investment by the Fund when
John Hancock Advisers, Inc. (the "Adviser") believes that the issuer's financial
condition, or the protection afforded by the terms of the securities themselves,
limits the risk to the Fund to a degree comparable to that of rated securities
consistent with the Fund's objective and policies. Because of the uncertainty
inherent in all investments, no assurance can be given that the Fund will
achieve its investment objective.

 
- -------------------------------------------------------------------------------
   
                   THE FUND SEEKS TO PROVIDE A HIGH LEVEL OF
                   CURRENT INCOME CONSISTENT WITH PRUDENT
                   RISK AND SAFETY OF PRINCIPAL, PRIMARILY
                   THROUGH INVESTING IN A DIVERSIFIED
                   PORTFOLIO OF "INVESTMENT QUALITY" FIXED
                   INCOME SECURITIES.
    
- -------------------------------------------------------------------------------
 

Up to 35% of the value of the Fund's total assets may be held in cash (for
temporary or liquidity purposes such as pending the investment of proceeds of
sales of Fund shares or sales of its portfolio securities) or invested in (1)
publicly offered fixed income securities which are rated lower than the three
highest ratings described above; (2) U.S. dollar denominated foreign fixed
income securities rated lower than the three highest ratings described above;
(3) non-dollar denominated foreign fixed income securities having quality
standards consistent with the Fund's objective and policies; (4) private
placements of fixed income securities so long as such private placements do not
exceed 20% of the Fund's total assets; (5) unrated securities which are
determined by the Adviser to be comparable in quality to securities rated less
than A so long as such unrated securities do not exceed 20% of the Fund's total
assets; (6) taxable municipal securities rated in the four highest ratings
applicable to such securities; (7) convertible fixed income securities within
the four highest ratings applicable to such securities; or (8) money market
instruments that are not of investment grade or rated A-1 or P-1 so long as such
money market investments do not exceed 5% of the Fund's total assets. The Fund
may, from time to time, own common stocks, warrants or other equity securities
as a result of a conversion feature on convertible fixed income securities or as
a result of their being attached to the fixed income security, but does not
intend to make direct purchases of equity securities other than by conversion or
exercise of convertible securities or warrants. As a non-fundamental investment
policy, the Fund will invest, under normal market conditions, at least 65% of
its total assets in corporate and government bonds both domestic and

 
                                        4

<PAGE>   40
 
foreign. For purposes of this policy, the term "corporate bonds" is deemed to
mean debt obligations of corporate issuers secured by mortgages or liens on the
property or revenues of the issuers.
 

The Fund is authorized to invest up to 35% of its assets in both domestic and
foreign debt securities which are rated lower than the three highest ratings
assigned by Standard & Poor's or Moody's; however, the Adviser has determined
that in no event will investments in both domestic and foreign securities rated
lower than BBB by Standard & Poor's or Baa by Moody's ("High Yield/High Risk
Securities") exceed 34% of its assets. Bonds rated BBB by Standard & Poor's or
Baa by Moody's, although of investment quality, may have speculative
characteristics as well. The Fund may invest in securities rated as low as "CCC"
by Standard & Poor's or "Caa" by Moody's only where, in the opinion of the
Adviser, the rating does not reflect the true quality of the credit of the
issuer and is determined by the Adviser to be comparable to securities rated at
least "B" and provided that no more than 5% of the Fund's total assets are
invested in such securities. High yield/high risk securities, also known as
"junk bonds", generally involve greater volatility of price and risk of loss of
principal and income than securities in the higher rating categories and such
securities are considered speculative. See "Investments, Techniques and Risk
Factors" for a discussion of the credit ratings of the debt securities in which
the Fund may invest and their associated risks. The percentage and rating
limitations applicable to the Fund's investments apply at the time of
acquisition of a security based upon the last previous determination of the
Fund's net asset value; any subsequent change in any ratings by a rating service
or change in percentages resulting from market fluctuations or other changes in
total assets will not require elimination of any security from the Fund's
portfolio. However, the Adviser will evaluate and monitor the investment to
determine whether continued investment in the security will assist in meeting
the Fund's investment objective.

 
   
When in the opinion of the Adviser, adverse market conditions warrant a
defensive posturing of the Fund's assets, the Fund may temporarily invest all or
a significant portion of its assets in money market instruments, including
commercial paper, certificates of deposit, bankers' acceptances and other
short-term obligations of financial institutions having total assets of at least
$500 million, and short-term obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities, which may include securities
purchased subject to repurchase agreements (see "Investments, Techniques and
Risk Factors").
    
    
The Fund may invest, subject to the limitations described above, in debt
obligations of foreign issuers, including those issued by foreign governments
and supranational entities (such as the "World Bank"). While the Fund is
permitted to invest significantly in foreign securities, it intends to maintain
investment emphasis in debt securities of domestic issuers and has undertaken
that it will not invest more than 50% of its total assets in foreign securities
without having first given prior notice to shareholders. Investing in foreign
securities represents a greater degree of risk than investing in domestic
securities. The Fund may also enter into forward foreign currency exchange
contracts for the purchase or sale of foreign
     
                                        5
<PAGE>   41
    
currency for hedging purposes. See "Investments, Techniques and Risk Factors --
Foreign Securities and Currency Transactions."
     
   
Included among domestic debt obligations eligible for purchase by the Fund are
adjustable and/or variable (floating) rate securities, zero coupon bonds,
mortgage related securities (including stripped securities, collateralized
mortgage obligations and multi-class pass through securities), asset-backed
securities and callable bonds. See "Investments, Techniques and Risk Factors."
The Fund will allocate its investments among a number of industries without
concentration in any particular industry.
    
 
   
In pursuing its investment objective, the Fund may, to the extent described
below, purchase and write put and call options on debt securities. In addition,
the Fund may engage in a variety of other techniques in an attempt to protect
against changes in the general level of interest rates. These techniques consist
of the purchase and sale of interest rate futures contracts and options on such
futures. Options and futures contracts derive their value from an underlying
instrument or index and accordingly are known as "derivatives" or "derivative
contracts." These derivative contracts, as well as other types of derivatives
(such as stripped mortgage-backed securities), involve substantial risk
including higher price volatility, liquidity risk and counterparty risk. These
investment techniques and various policies the Fund may employ in seeking to
achieve its investment objective, such as lending its portfolio securities,
entering into repurchase and reverse repurchase agreements, borrowing funds to
invest in securities, and investing in securities of foreign issuers, as well as
high yield/high risk securities, can involve a greater degree of risk than those
inherent in more conservative investment approaches. The Fund will limit its
investments in stripped mortgage-backed securities to 10% of its total assets.
While the Fund is permitted to invest up to 100% of its net assets in other
derivative securities, it does not expect to invest substantially in derivative
securities. See "Investments, Techniques and Risk Factors" for a discussion of
these techniques and their associated risks.
    
 
   
The value of the securities held by the Fund, and therefore the Fund's net asset
value per share, will fluctuate due to various factors, principally interest
rate changes and the ability of the issuers to pay interest and principal of
these obligations. Generally, a rise in interest rates will result in a decrease
in the Fund's net asset value, while a decline in interest rates will result in
an increase in the Fund's net asset value. Therefore, at the time of redemption,
an investor's shares may be worth more or less than their value at the time of
purchase.
    
 
   
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. The Fund's investment objective and fundamental
policies and restrictions may not be changed without the approval of the Fund's
shareholders. The Fund's non-fundamental policies and restrictions, however, may
be changed by a vote of the Trustees without shareholder approval.
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 non-interested 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.
    
- -------------------------------------------------------------------------------
 
                                        6
<PAGE>   42
 
   
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, 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 a diversified series of the Trust, an open-end management investment
company organized as a Massachusetts business trust. The Trust has six series of
shares, one of which is the Fund. 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 Trustees have
authorized the issuance of two classes of the Fund, designated Class A and Class
B. The shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting, redemption,
dividends and liquidation. However, each class bears different distribution and
transfer agent fees and other expenses. Also, Class A and Class B shareholders
have exclusive voting rights with respect to their distribution plans. 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
Trust, under certain circumstances, will assist in shareholder communications
with other shareholders.
    
 
- -------------------------------------------------------------------------------
   
                   THE BOARD OF TRUSTEES ELECTS OFFICERS AND
                   RETAINS THE INVESTMENT ADVISER WHO IS
                   RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
                   OF THE FUND, SUBJECT TO THE BOARD OF
                   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 which have arrangements with John Hancock Funds ("Selling
Brokers"). Certain Trust officers are also officers of the Adviser and John
Hancock Funds.
    
 
- -------------------------------------------------------------------------------
   
                   JOHN HANCOCK ADVISERS, INC. ADVISES
                   INVESTMENT COMPANIES HAVING AN AGGREGATE
                   NET ASSET VALUE OF MORE THAN $13 BILLION.
    
- -------------------------------------------------------------------------------
    
All investment decisions for the Fund are made by Mr. James Ho, the Fund's
portfolio manager. Mr. Ho is Senior Vice President of the Adviser. He also
manages the John Hancock Sovereign Bond Fund and directs all taxable fixed
income investment management for the Adviser. He has been associated with the
Adviser since 1985.

    
   
     
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
[/R] 
                                        7
<PAGE>   43
 
   
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.
    
    
ALTERNATIVE PURCHASE ARRANGEMENTS
You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.
     
- -------------------------------------------------------------------------------
   
                   YOU SHOULD CONSIDER WHICH CLASS OF SHARES
                   WOULD BE MORE BENEFICIAL TO YOU.
    
- -------------------------------------------------------------------------------
    
CLASS A SHARES.  If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."
     
- -------------------------------------------------------------------------------
   
                   INVESTMENTS IN CLASS A SHARES ARE SUBJECT
                   TO AN INITIAL SALES CHARGE.
    
- -------------------------------------------------------------------------------
    
CLASS B SHARES.  You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
six years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B shares. Investing in Class B shares permits all of
your dollars to work from the time you make your investment, but the higher
ongoing distribution fee will cause these shares to have higher expenses than
those of Class A shares. To the extent that any dividends are paid by the Fund,
these higher expenses will also result in lower dividends than those paid on
Class A shares.
     
- -------------------------------------------------------------------------------
   
                   INVESTMENTS IN CLASS B SHARES ARE SUBJECT
                   TO A CONTINGENT DEFERRED SALES CHARGE.
    
- -------------------------------------------------------------------------------
 
   
Class B shares are not available for full-service defined contribution plans
administered by Investor Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.
    
 
   
FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE
    
 
   
The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower expenses.
To help you make this determination, the table under the caption "Expense
Information" on the inside cover page of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial if you qualify for reduced sales charges. See "Share
Price -- Qualifying for a Reduced Sales Charge."
    
 
- -------------------------------------------------------------------------------
   
                   YOU SHOULD CONSIDER WHICH CLASS OF SHARES
                   WOULD BE MORE BENEFICIAL TO YOU.
    
- -------------------------------------------------------------------------------
 
                                        8
<PAGE>   44
    
Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid. However, because initial sales charges are deducted at the time of
purchase, you would not have all of your funds invested initially and,
therefore, would initially own fewer shares. If you do not qualify for reduced
initial sales charges and expect to maintain your investment for an extended
period of time, you might consider purchasing Class A shares. This is because
the accumulated distribution and service charges on Class B shares may exceed
the initial sales charge and accumulated distribution and service charges on
Class A shares during the life of your investment.
    

    
Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you will
be subject to higher distribution and service fees and, for a six-year period, a
CDSC.
    
 
   
In the case of Class A shares, the distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and ongoing distribution and service fees. In the
case of Class B shares, the expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as from the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.
    

    
Dividends, if any, on Class A and Class B shares will be calculated in the same
manner, at the same time and on the same day. They also will be in the same
amount, except for differences resulting from each class bearing only its own
distribution and service fees, shareholder meeting expenses and any incremental
transfer agency costs. See "Dividends and Taxes."
    
    
THE FUND'S EXPENSES
For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser which is based on a stated percentage of the Fund's average daily
net assets as follows:
    
 
   
<TABLE>
<CAPTION>
   NET ASSET VALUE                                                     ANNUAL RATE
   ---------------                                                     -----------
<S>                                                                       <C>
First $75,000,000......................................................   0.6250%
Next $75,000,000.......................................................   0.5625%
Amount over $150,000,000...............................................   0.5000%
</TABLE>
    
 
                                        9
<PAGE>   45
 
   
During the Fund's fiscal year ended March 31, 1994, the advisory fee paid by the
Fund to the Fund's former investment adviser was equal to 0.60% of the Fund's
average daily net assets.
    
   
The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. In each case, up to 0.25% for Class A and Class B shares is
for service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of its assets to, merge or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.
    
 
- -------------------------------------------------------------------------------
   
                   THE FUND PAYS DISTRIBUTION AND SERVICE
                   FEES FOR MARKETING AND SALES-RELATED
                   SHAREHOLDER SERVICING.
    
- -------------------------------------------------------------------------------
   
In the event John Hancock Funds is not fully reimbursed for payments it makes or
expenses it incurs under the Class A Plan, these expenses will not be carried
beyond one year from the date they were incurred. Unreimbursed expenses under
the Class B Plan will be carried forward together with interest on the balance
of these unreimbursed expenses. At March 31, 1994, an aggregate of $220,993 of
distribution expenses or 5.15% of the average net assets of the Fund's Class B
shares was not reimbursed or recovered by John Hancock Funds, or the Fund's
prior distributor, through the receipt of deferred sales charges or Rule 12b-1
fees in prior periods.
    
   
Information on the Fund's total expenses appears in the Financial Highlights
section of this Prospectus.
    
DIVIDENDS AND TAXES
   
DIVIDENDS.  The Fund generally declares daily and distributes monthly dividends
representing all or substantially all of its net investment income. The Fund
will distribute net realized long-term and short-term capital gains, if any, at
least annually.
    
 
- -------------------------------------------------------------------------------
   
                   THE FUND GENERALLY DECLARES DIVIDENDS
                   DAILY AND DISTRIBUTES THEM MONTHLY.
    
- -------------------------------------------------------------------------------
   
Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividends on these shares will be lower than those on the Class A
shares. See "Share Price."
     
                                       10
<PAGE>   46
 
   
TAXATION.  Dividends from the Fund's net investment income, certain net foreign
exchange gains and net short-term capital gains are taxable to you as ordinary
income and dividends from the Fund's net long-term capital gains are taxable as
long-term capital gains. These dividends are taxable whether you take them in
cash or reinvest in additional shares. Certain dividends may be paid in January
of a given year but may be taxable as if you received them the previous
December.
    
   
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to Federal income tax on any net investment income or net realized
capital gains that are distributed to its shareholders within the time period
prescribed by the Code. When you redeem (sell) or exchange shares, you may
realize a taxable gain or loss.
    
   
The Fund anticipates that it may be subject to foreign withholding taxes or
other foreign taxes on income (possibly including capital gains) on certain
foreign investments, which will reduce the yield or return from such
investments. The Fund generally does not expect to qualify to pass such taxes
and any associated tax deductions or credits through to its shareholders.
    
   
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 and the proceeds of
redemptions or exchanges.
    
   
In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund.
Non-U.S. shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. 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. You
should consult your tax adviser for specific tax advice.
    
PERFORMANCE
   
Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the maximum
offering price per share on the last day of that period. Yield is also
calculated according to accounting methods that are standardized for all stock
and bond funds. Because yield accounting methods differ from the methods used
for other accounting purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements.
    
 
- -------------------------------------------------------------------------------
   
                   THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
                   RETURN.
    
- -------------------------------------------------------------------------------
   
The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends.
     
                                       11
<PAGE>   47
    
Cumulative total return shows the Fund's performance over a period of time.
Average annual total return shows the cumulative return divided over the number
of years included in the period. Because average annual total return tends to
smooth out variations in the Fund's performance, you should recognize that it is
not the same as actual year-to-year results.
    

   
Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with respect to each class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund will include the total return of Class A
and Class B shares in any advertisement or promotional materials including Fund
performance data. The value of Fund shares, when redeemed, may be more or less
than their original cost. Both yield and total return are historical
calculations and are not an indication of future performance. See "Factors to
Consider in Choosing an Alternative."
    
   
HOW TO BUY SHARES
    
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S> <C>           <C>  <C>                                                            
    The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
    group investments and retirement plans). Complete the Account Application attached
    to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
    If you do not specify which class of shares you are purchasing, Investor Services
    will assume that you are investing in Class A shares.
 
- -------------------------------------------------------------------------------

    
   
                   OPENING AN ACCOUNT
    
- -------------------------------------------------------------------------------
   
    BY CHECK      1.   Make your check payable to John Hancock Investor Services
                       Corporation ("Investor Services"), 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 Investment Quality Bond Fund
                           Class A or Class B shares
                           Your Account Number
                           Name(s) under which account is registered
                  3.   Deliver the completed application to your registered
                       representative or Selling Broker or mail it directly to
                       Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>
    
 
                                       12
<PAGE>   48
- -------------------------------------------------------------------------------
   
                   BUYING ADDITIONAL CLASS A AND CLASS B
                   SHARES
    
- -------------------------------------------------------------------------------
   
<TABLE>
<S> <C>           <C>  <C>                                                            
    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
    (MAAP)        2.   The amount you elect to invest will be automatically withdrawn
                       from your bank or credit union account.
- ---------------------------------------------------------------------------------
    BY TELEPHONE  1.   Complete the "Invest-By-Phone" and "Bank Information" sections
                       on the Account Privileges Application designating a bank
                       account from which 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 Class A or Class B 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, the class of shares
                       you own, your account number, and the amount you wish to
                       invest.
                  4.   Your investment normally will be credited to your account the
                       business day following your phone request.
- ---------------------------------------------------------------------------------
    BY CHECK      1.   Either complete the detachable stub included on your account
                       statement or include a note with your investment listing the
                       name of the Fund, the class of shares you own, your account
                       number and the name(s) in which the account is registered.
                  2.   Make your check payable to John Hancock 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 Investment Quality Bond Fund
                           Class A or Class B shares
                           Your Account Number
                           Name(s) under which account is registered
- ---------------------------------------------------------------------------------
    Other Requirements: All purchases must be made in U.S. dollars. Checks written on
    foreign banks will delay purchases until U.S. funds are received, and a collection
    charge may be imposed. Shares of the Fund are priced at the offering price based
    on the net asset value computed after 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
    unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</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.
    
- -------------------------------------------------------------------------------
 
                                       13
<PAGE>   49
 
   
SHARE PRICE
    
   
The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Trustees. Short-term debt investments
maturing within 60 days are valued at amortized cost which the Trustees have
determined approximates market value. Foreign securities are valued on the basis
of quotations from the primary market in which they are traded and are
translated from the local currency into U.S. dollars using current exchange
rates. If quotations are not readily available or, the values have been
materially affected by events occurring after the closing of a foreign market,
assets are valued by a method that the Trustees believes accurately reflects
fair value. The NAV is calculated once daily as of the close of regular trading
on the New York Stock Exchange (generally at 4:00 p.m., New York time) on each
day that the Exchange is open.
    
 
- -------------------------------------------------------------------------------
   
                   THE OFFERING PRICE OF YOUR SHARES IS THEIR
                   NET ASSET VALUE PLUS A SALES CHARGE, IF
                   APPLICABLE, WHICH WILL VARY WITH THE
                   PURCHASE ALTERNATIVE YOU CHOOSE.
    
- -------------------------------------------------------------------------------
 
   
Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock Funds.
If you buy shares of the Fund through a Selling Broker, the Selling Broker must
receive your investment before the close of regular trading on the New York
Stock Exchange and transmit it to John Hancock Funds before its close of
business to receive that day's offering price.
    
    
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES.  The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:
    
    
<TABLE>
<CAPTION>
                                                            COMBINED
                                       SALES CHARGE AS     REALLOWANCE         REALLOWANCE TO
AMOUNT INVESTED       SALES CHARGE AS  A PERCENTAGE OF  AND SERVICE FEE AS   SELLING BROKERS AS
(INCLUDING SALES      A PERCENTAGE OF    THE AMOUNT      A PERCENTAGE OF       A PERCENTAGE OF
    CHARGE)           OFFERING PRICE      INVESTED      OFFERING PRICE(+)   THE OFFERING PRICE(*)
- -------------------   ---------------  ---------------  ------------------  ---------------------
<S>                        <C>             <C>              <C>                  <C>
Less than $100,000         4.50%           4.71%            4.00%                3.76%
$100,000 to $249,999       3.75%           3.90%            3.25%                3.01%
$250,000 to $499,999       2.75%           2.83%            2.30%                2.06%
$500,000 to $999,999       2.00%           2.04%            1.75%                1.51%
$1,000,000 and over        0.00%(**)       0.00%(**)        (***)                0.00%(***)
</TABLE>
     
   
  (*) Upon notice to Selling Brokers with whom it has sales agreements, John
      Hancock Funds may reallow an amount up to the full applicable sales
      charge. In addition to the reallowance allowed to all Selling Brokers,
      John Hancock Funds will pay the following: round trip airfare to a resort
      will be offered to each registered representative of a Selling Broker (if
      the Selling Broker has agreed to participate) who sells certain amounts of
      shares of John Hancock Funds. John Hancock Funds will make these incentive
      payments out of its own resources. A Selling Broker to whom substantially
      the entire sales charge is reallowed or who receives these incentives may
      be deemed to be an underwriter under the Securities Act of 1933. Other
      than distribution and service fees, the Fund does not bear distribution
      expenses.
    
 
                                       14
<PAGE>   50
    
 (**) No sales charge is payable at the time of purchase of Class A shares of $1
      million or more, but a CDSC may be imposed in the event of certain
      redemption transactions within one year of purchase.
    
    
(***) John Hancock Funds may pay a commission and the first year's service fee
      (as described in (+) below) to Selling Brokers who initiate and are
      responsible for purchases of Class A shares of $1 million or more in
      aggregate as follows: 1% on sales to $4,999,999, 0.50% on the next $5
      million and 0.25% on $10 million and over.
     
   
  (+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
      year's service fee in advance in an amount equal to 0.25% of the net
      assets invested in the Fund at the time of the sale. Thereafter, it pays
      the service fee periodically in arrears in an amount up to 0.25% of the
      Fund's average annual net assets. Selling Brokers receive the fee as
      compensation for providing personal and account maintenance services to
      shareholders.
    
    
Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.
    
    
In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.
    
    
Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."
    
    
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES.  Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:
    
   
<TABLE>
<CAPTION>
     AMOUNT INVESTED                                                    CDSC RATE
     ---------------                                                    ---------
<S>                                                                       <C>
$1 million to $4,999,999................................................  1.00%
Next $5 million to $9,999,999...........................................  0.50%
Amounts of $10 million and over.........................................  0.25%
</TABLE>
     
   
Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994, and participant directed defined
contribution plans with at least 100 eligible employees at the inception of the
Fund account may purchase Class A shares with no initial sales charge. However,
if the shares are redeemed within 12 months after the end of the calendar year
in which the purchase was made, a CDSC will be imposed at the above rate.
    
 
   
The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
shares.
    
 
                                       15
<PAGE>   51
 
   
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
Therefore, it will be assumed that the redemption is first made from any shares
in your account that are not subject to the CDSC. The CDSC is waived on
redemptions in certain circumstances. See "Waiver of Contingent Deferred Sales
Charges" below.
    
    
QUALIFYING FOR A REDUCED SALES CHARGE.  If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares of
the John Hancock funds in meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:
     
- -------------------------------------------------------------------------------
   
                   YOU MAY QUALIFY FOR A
                   REDUCED SALES CHARGE ON
                   YOUR INVESTMENT IN
                   CLASS A SHARES.
    
- -------------------------------------------------------------------------------
   
1. Your current purchase of Class A shares of the Fund.
    
   
2. The net asset value (at the close of business on the previous day) of (a) all
   Class A shares of the Fund you hold, and (b) all Class A shares of any other
   John Hancock funds you hold; and
    
   
3. The net asset value of all shares held by another shareholder eligible to
   combine his or her holdings with you into a single "purchase."
     
EXAMPLE:
   
If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $80,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 3.75% and not 4.50% (the
rate that would otherwise be applicable to investments of less than $100,000.
See "Initial Sales Charge Alternative -- Class A Shares.")
    
    
If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:
    
   
- - A Trustee or officer of the Fund; a Director or officer of the Adviser and its
  affiliates or Selling Brokers; employees or sales representatives of any of
  the foregoing; retired officers, employees or Directors of any of the
  foregoing; a member of the immediate family of any of the foregoing; or any
  fund, pension, profit sharing or other benefit plan for the individuals
  described above.
    
 
- -------------------------------------------------------------------------------
   
                   CLASS A SHARES MAY BE AVAILABLE WITHOUT A
                   SALES CHARGE TO CERTAIN INDIVIDUALS AND
                   ORGANIZATIONS.
    
- -------------------------------------------------------------------------------
   
- - Any state, county, city or any instrumentality, department, authority, or
  agency of these entities that is prohibited by applicable investment laws from
  paying a sales charge or commission when it purchases shares of any registered
  investment management company.*
    
   
- - A bank, trust company, credit union, savings institution or other type of
  depository institution, its trust departments or common trust funds if it is
  purchasing $1 million or more for non-discretionary customers or accounts.*
    
 
                                       16
<PAGE>   52
 
   
- - A broker, dealer or registered investment adviser that has entered into an
  agreement with John Hancock Funds providing specifically for the use of Fund
  shares in fee-based investment products made available to its clients.
    
   
- - A former participant in an employee benefit plan with John Hancock Funds, when
  he/she withdraws from his/her plan and transfers any or all of his/her plan
  distributions directly to the Fund.
    
 
- ------------------
   
*For investments made under these provisions, John Hancock Funds may make a
 payment out of its own resources to the Selling Broker in an amount not to
 exceed 0.25% of the amount invested.
    
    
Class A shares of the Fund may be purchased without an initial sales charge in
connection with certain liquidation, merger or acquisition transactions
involving other investment companies or personal holding companies.
     
   
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES.  Class B shares
are offered at net asset value per share without a sales charge so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within six years of purchase will be subject to a CDSC
at the rates set forth below. This charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on increases
in account value above the initial purchase price, including shares derived from
dividend reinvestment.
    
 
   
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the six-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the six-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.
    
    
EXAMPLE:
You have purchased 100 shares at $10 per share. The second year after your
purchase, your investment's net asset value per share has increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment. If
you redeem 50 shares at this time, your CDSC will be calculated as follows:
    
    
<TABLE>
<S>                                                                         <C>
- - Proceeds of 50 shares redeemed at $12 per share                           $  600
- - Minus proceeds of 10 shares not subject to CDSC because they were
  acquired through dividend reinvestment (10 X $12)                           -120
- - Minus appreciation on remaining shares, also not subject to CDSC (40 X
  $2)                                                                         - 80
                                                                            ------
- - Amount subject to CDSC                                                    $  400
</TABLE>
    
    
Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.
     
                                       17
<PAGE>   53
 
   
The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for the purposes of determining this holding period, any payments you make
during the month will be aggregated and deemed to have been made on the last day
of the month.
    
    
<TABLE>
<CAPTION>
   YEAR IN WHICH                    
  CLASS B SHARES                                         CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING                                       CHARGE AS A PERCENTAGE OF
     PURCHASE                                          DOLLAR AMOUNT SUBJECT TO CDSC
- ------------------                                     -----------------------------
<S>                                                                 <C>
First                                                               5.0%
Second                                                              4.0%
Third                                                               3.0%
Fourth                                                              3.0%
Fifth                                                               2.0%
Sixth                                                               1.0%
Seventh and thereafter                                              None
</TABLE>
    
    
A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and account maintenance services to shareholders during the twelve
months following the sale, and thereafter the service fee is paid in arrears.
    
    
WAIVER OF CONTINGENT DEFERRED SALES CHARGES.  The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:
     
   
- - Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
  "How to Redeem Shares"), as long as your annual redemptions do not exceed 10%
  of your account value at the time you establish your Systematic Withdrawal
  Plan and 10% of the value of your subsequent investments (less redemptions) in
  that account at the time you notify Investor Services. This waiver does not
  apply to Systematic Withdrawal Plan redemptions of Class A shares that are
  subject to a CDSC.
    
 
- -------------------------------------------------------------------------------
   
                   UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON
                   CLASS B AND CERTAIN CLASS A SHARE
                   REDEMPTIONS WILL BE WAIVED.
    
- -------------------------------------------------------------------------------
   
- - Redemptions made to effect distributions from an Individual Retirement Account
  either before or after age 59 1/2, as long as the distributions are based on
  the life expectancy or the joint-and-last survivor life expectancy of you and
  your beneficiary. These distributions must be free from penalty under the
  Code.
    
   
- - Redemptions made to effect mandatory distributions under the Code after age
 70 1/2 from a tax-deferred retirement plan.
    
   
- - Redemptions made to effect distributions to participants or beneficiaries from
  certain employer-sponsored retirement plans including those qualified under
  Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
  Code and deferred compensation plans under Section 457 of the Code. The waiver
  also applies to certain returns of excess contributions made to these plans.
  In all cases, the distributions must be free from penalty under the Code.
    
   
- - Redemptions due to death or disability.
    
   
- - Redemptions made under the Reinvestment Privilege, as described in "Additional
  Services and Programs" of this Prospectus.
    
 
                                       18
<PAGE>   54
 
   
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
  have less than $100 invested in the Fund.
    
   
- - Redemptions made in connection with certain liquidation, merger or acquisition
  transactions involving other investment companies or personal holding
  companies.
    
   
- - Redemptions from certain IRA and retirement plans that purchased shares prior
  to October 1, 1992.
    
    
If you qualify for a CDSC waiver under one of these situations, you must notify
Investor Services either directly or through your Selling Broker at the time you
make your redemption. The waiver will be granted once Investor Services has
confirmed that you are entitled to the waiver.
     
   
CONVERSION OF CLASS B SHARES.  Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares
automatically. This will occur no later than the month following eight years
after the shares were purchased and will result in lower annual distribution
fees.
    
 
   
If you exchanged Class B shares into the Fund from another John Hancock fund,
the calculation will be based on the time you purchased the shares in the
original fund. The Fund has been advised that the conversion of Class B shares
to Class A shares should not be taxable for Federal income tax purposes and
should not change a shareholder's tax basis or tax holding period for the
converted shares.
    
 
                                       19
<PAGE>   55
    
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, less any applicable CDSC. 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. When you redeem your shares, you may realize a taxable gain or
loss depending usually on the difference between what you paid for them and what
you receive for them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to seven days or
longer, as permitted by Federal securities laws.
    
- --------------------------------------------------------------------------------
    
<TABLE>
<S> <C>           <C>                                                              
    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) and address shown on
                  the account.

                  If reasonable procedures, such as those described above, are not
                  followed, the Fund may be liable for any loss due to unauthorized
                  or fraudulent telephone instructions. In all other cases, neither
                  the Fund nor 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.
- ---------------------------------------------------------------------------------
    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.
- ---------------------------------------------------------------------------------
</TABLE>
     
                                       20
<PAGE>   56
 
- --------------------------------------------------------------------------------
    
<TABLE>
<S> <C>           <C>                                                              
    IN WRITING    Send a stock power or "letter of instruction" specifying the name
                  of the Fund, the dollar amount or the number of shares to be
                  redeemed, your name, class of shares, your account number and the
                  additional requirements listed below that apply to your
                  particular account.
- ---------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<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.
- ---------------------------------------------------------------------------------
    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.
     
- -------------------------------------------------------------------------------
   
                   WHO MAY GUARANTEE YOUR SIGNATURE.
    
- -------------------------------------------------------------------------------
    THROUGH YOUR BROKER.  Your broker may be able to initiate the redemption.
    Contact your broker for instructions.
- -------------------------------------------------------------------------------
                   ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------
   
    If you have certificates for your shares, you must submit them with your stock
    power or a letter of instructions. Unless you specify to the contrary, any
    outstanding Class A shares will be redeemed before Class B shares. You may not
    redeem certificated shares by telephone.
    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 $100 (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. No CDSC will be imposed on involuntary redemptions of shares.
    Shareholders will be notified before these redemptions are to be made or this
    fee is imposed and will have 30 days to purchase additional shares to bring
    their account 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>
    
 
                                       21
<PAGE>   57
    
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 each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.
     
- -------------------------------------------------------------------------------
   
                   YOU MAY EXCHANGE SHARES OF THE FUND ONLY
                   FOR SHARES OF THE SAME CLASS OF ANOTHER
                   JOHN HANCOCK FUND.
    
- -------------------------------------------------------------------------------
    
Exchanges between funds with shares that are not subject to a CDSC are based on
their respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class B shares of another John Hancock fund without incurring the CDSC;
however, these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Limited-Term Government Fund and John Hancock Adjustable U.S.
Government Trust will be subject to the initial fund's CDSC). For purposes of
computing the CDSC payable upon redemption of shares acquired in an exchange,
the holding period of the original shares is added to the holding period of the
shares acquired in an exchange. However, if you exchange Class B shares
purchased prior to January 1, 1994 for Class B shares of any other John Hancock
Fund, you will be subject to the CDSC schedule in effect on your initial
purchase date.
     
   
You may exchange Class B shares of the Fund into shares of a John Hancock money
market fund at net asset value. However, you will continue to be subject to the
same CDSC upon redemption.
    
    
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.
    
    
An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.
    
    
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
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
    
 
                                       22
<PAGE>   58
    
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. 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 and class of the Fund whose shares you currently own
    
   
   -- your account number
    
   
   -- the name(s) in which the account is registered
    
   
   -- the name of the fund in which you wish your exchange to be invested
    
   
   -- the number of shares, all shares or 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
     
                                       23
<PAGE>   59
    
REINVESTMENT PRIVILEGE
 
1. You will not be subject to a sales charge on Class A shares reinvested in
   shares of any John Hancock fund that is otherwise subject to a sales charge
   as long as you reinvest within 120 days from the redemption date. If you paid
   a CDSC upon a redemption, you may reinvest at net asset value in the same
   class of shares from which you redeemed within 120 days. Your account will be
   credited with the amount of the CDSC previously charged, and the reinvested
   shares will continue to be subject to a CDSC. For purposes of computing the
   CDSC payable upon a subsequent redemption, the holding period of the shares
   acquired through reinvestment will include the holding period of the redeemed
   shares.
     
- -------------------------------------------------------------------------------
   
                   IF YOU REDEEM SHARES OF THE FUND, YOU MAY
                   BE ABLE TO REINVEST ALL OR PART OF THE
                   PROCEEDS IN THE FUND OR ANOTHER JOHN
                   HANCOCK FUND WITHOUT PAYING AN ADDITIONAL
                   SALES CHARGE.
    
- -------------------------------------------------------------------------------
    
2. Any portion of your redemption may be reinvested in Fund shares or in shares
   of any of the other John Hancock funds, subject to the minimum investment
   limit of that fund.
    
    
3. To reinvest, you must notify Investor Services in writing. Include the Fund's
   name, the account number and class from which your shares were originally
   redeemed.
    
    
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.
[/R]
    
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. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
   with purchases of additional Class A or Class B shares, because you may be
   subject to initial sales charges on your purchases of Class A shares or to a
   CDSC on your redemptions of Class B shares. In addition, your redemptions are
   taxable events.

    
    
6. 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.
    
- -------------------------------------------------------------------------------
 
                                       24
<PAGE>   60
    
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.
    
    
4. There is no charge to you for this program, and there is no cost to the Fund.
    
    
5. If you have payments being withdrawn from a bank account and we are notified
   that the account has been closed, your withdrawals will be discontinued.
     
GROUP INVESTMENT PROGRAM
 
   
1. An individual account will be established for each participant, but the
   initial sales charge for Class A shares will be based on the aggregate dollar
   amount of all participants' investments. To determine how to qualify for this
   program, contact your registered representative or call 1-800-225-5291.
    
 
- -------------------------------------------------------------------------------
   
                   ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
                   MAY ESTABLISH ACCOUNTS.
    
- -------------------------------------------------------------------------------
    
2. The initial aggregate investment of all participants in the group must be at
   least $250.
    
    
3. There is no additional charge for this program. There is no obligation to
   make investments beyond the minimum, and you may terminate the program 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
Unless otherwise specified, each of the Fund's investment practices described in
this section is a non-fundamental policy and may be changed by the Trustees
without shareholder approval.
 
   
RESTRICTED AND ILLIQUID SECURITIES.  The Fund may invest up to 10% of its total
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, certain over-the-counter options, certain stripped
mortgage-backed securities, certain restricted securities and securities that
are not readily marketable. The Fund may also invest up to 5% of its total
assets in restricted securities, including restricted securities eligible for
resale to certain institutional investors pursuant to Rule 144A under the
Securities Act of 1933. The Fund's limitation regarding restricted securities is
a fundamental policy.
    
 
                                       25
<PAGE>   61
 
   
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 rate. Short-term trading of fixed-income
securities should not increase direct transaction costs since fixed-income
securities are normally traded on a principal basis without brokerage
commissions. 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. A rate of turnover of 100% would occur if the value of the
lesser of purchases and sales of portfolio securities for a particular year
equaled the average monthly value of portfolio securities owned during the year
(excluding short-term securities). A high rate of portfolio turnover (100% or
more) may, under certain circumstances, make it more difficult for the Fund to
qualify as a regulated investment company under the Code. The Fund's portfolio
turnover rate is set forth in the table under "Financial Highlights."
    
    
FOREIGN SECURITIES AND CURRENCY TRANSACTIONS.  Although the Fund is permitted to
invest up to (i) 100% of its total assets in U.S. dollar denominated fixed
income securities, and (ii) 35% of its total assets in non-dollar denominated
fixed income securities of foreign governmental and other foreign issuers, the
Fund will not invest in foreign securities exceeding 50% of its assets without
prior notice to shareholders. In addition, it is anticipated that under normal
conditions no more than 35% of its total assets will be invested in foreign
securities issued in developing countries and no more than 25% of the Fund's
total assets will be invested in securities issued by any one foreign country.
Foreign securities involve certain risk not associated with the investment in
securities of U.S. issuers. These risks include political or economic
instability in the country of the issuer, the difficulty of predicting
international trade patterns, the possibility of imposition of exchange controls
and the risk of currency fluctuations. Such securities may be less liquid or
subject to greater fluctuations in price than securities issued by U.S.
corporations or issued or guaranteed by the U.S. Government, its
instrumentalities or agencies. In addition, there may be less publicly available
information about a foreign company than about a domestic company. Foreign
companies generally are not subject to uniform accounting, auditing and
financial reporting standards comparable to those applicable to domestic
companies. There is generally less government regulation of securities
exchanges, brokers and listed companies abroad than in the U.S. and foreign
transaction costs are generally higher than those associated with U.S.
investments. In addition, the values of foreign securities may be affected by
application of foreign laws (including withholding taxes), changes in
governmental administration of economic or monetary policy in the U.S. or
diplomatic relations with foreign countries. Finally, in the event of a default
of any such foreign debt obligations, it may be more difficult for the Fund to
obtain or to enforce a judgment against the issuers of such securities.
Investing in the fixed-income markets of developing countries (i.e., those that
are in the initial stages of industrialization cycle) involves
     
                                       26
<PAGE>   62
    
exposure to economic structures that are generally less diverse and mature, and
to political systems that can be expected to have less stability, than those of
developed countries. Historical experience indicates that the markets of
developing countries have been more volatile than the markets of the more mature
economies of developed countries; however, such markets often have provided high
rates of return to investors.
    
    
The Fund may purchase foreign currencies on a spot or forward basis in
conjunction with its investments in foreign securities and to hedge against
fluctuations in foreign currencies. The precise matching of foreign currency
exchange transactions and portfolio securities will not generally be possible
since the future value of such securities in foreign currencies will change as a
consequence of market movements in the value of those securities and it is
impossible to forecast with precision the change in market value of portfolio
securities. Currency hedging does not eliminate fluctuations in the underlying
prices of the securities, but rather establishes a rate of exchange at some
future point in time. Additionally, although these techniques tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they tend
to limit any potential gain which might result from the increase in value of
such currency.
    
    
Transactions in foreign securities include currency conversion costs. Foreign
brokerage and custodial costs may be higher than in the United States. See
"Foreign Securities" and "Foreign Currency Transactions" in the Statement of
Additional Information for more information about foreign investments.
     
   
OPTIONS AND FUTURES TRANSACTIONS.  The Fund may buy and sell options contracts
on debt securities and buy and sell financial futures contracts and options on
futures contracts. Options and futures contracts are bought and sold to manage
the Fund's exposure to changing interest rates and security prices. Some options
and futures strategies, including selling futures and calls and buying puts,
tend to hedge the Fund's investment against price fluctuations. Buying futures
and calls and selling puts tend to increase market exposure. However, as a
fundamental policy, the Fund may buy and sell futures contracts and related
options only for hedging purposes. In addition, as a matter of non-fundamental
policy, the Fund will not invest in a put or call option if as a result the
amount of premiums paid for such options then outstanding would exceed 10% of
the Fund's total assets. Options and futures may be combined with each other or
with forward contracts in order to adjust the risk and return characteristics of
the overall strategy. The Fund may invest in options on debt securities and
futures based on securities or indices, including options and futures traded on
an exchange or board of trade and options not traded on exchanges.
    
 
   
Options and futures can be volatile investments and involve certain risks. If
the Adviser applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower the Fund's return. The
Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other investments, or if it could not
close out its positions because of an illiquid secondary market. Options and
futures do not pay interest but may produce capital gains or losses.
    
 
                                       27
<PAGE>   63
         
   
The Fund will not engage in a transaction in futures or options on futures if,
immediately thereafter, the sum of initial margin deposits and premiums required
to establish positions in futures contracts and options on futures would exceed
5% of the Fund's net assets. The loss incurred by the Fund from investing in
futures contracts and writing options on futures is potentially unlimited. The
Fund's transactions in options and futures contracts may be limited by the
requirements of the Code for qualification as a regulated investment company.
See "Derivative Instruments" in this Prospectus and the Statement of Additional
Information for a further discussion of options and futures transactions,
including tax effects and investment risks.
    
 
   
LENDING OF SECURITIES AND REPURCHASE AGREEMENTS.  For the purpose of realizing
additional income, the Fund may lend to broker-dealers portfolio securities
amounting to not more than 33 1/3% of its total assets taken at current value.
The Fund may also enter into repurchase agreements. 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 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. Securities
loaned by the Fund will remain subject to fluctuations of market value.
    
 
   
MORTGAGE "DOLLAR ROLL" TRANSACTIONS.  The Fund may enter into mortgage "dollar
roll" transactions with selected banks and broker-dealers pursuant to which the
Fund sells mortgage-backed securities and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified
future date. The Fund will only enter into covered rolls. A "covered roll" is a
specific type of dollar roll for which there is an offsetting cash position or a
cash equivalent security position which matures on or before the forward
settlement date of the dollar roll transaction.
    
    
REVERSE REPURCHASE AGREEMENTS AND BORROWING.  The Fund may enter into reverse
repurchase agreements and borrow money from banks for investment in securities.
Reverse repurchase agreements involve the sale of a security by the Fund to a
bank or securities firm and its agreement to repurchase the instrument at a
specified time and price plus an agreed amount of interest. The Fund will use
the proceeds to purchase other investments. Reverse repurchase agreements are
considered to be borrowings by the Fund and, as an investment practice, may be
considered speculative.
    
    
Thus, the Fund will enter into a reverse repurchase agreement only when the
Adviser determines that the interest income to be earned from the investment of
the proceeds is greater than the interest expense and associated risks of the
transaction. To minimize various risks associated with reverse repurchase
agreements, the Fund will establish and maintain with the Custodian a separate
account consisting of cash or liquid, high grade debt securities in an amount at
least equal to the repurchase prices of the securities (plus any accrued
interest thereon) under such agreements. The Fund will not enter into reverse
repurchase agree-
     
                                       28
<PAGE>   64
 
   
ments exceeding in the aggregate 33 1/3% of the value of its net assets
(including for this purpose other borrowings of the Fund). In addition, the
aggregate amount of borrowings (excluding reverse repurchase agreements), on the
date each borrowing is incurred, may not exceed 20% of the Fund's total assets.
The Fund will enter into reverse repurchase agreements only with selected
registered broker/dealers or with federally insured banks or savings and loan
associations which are approved in advance as being creditworthy by the
Trustees. Under procedures established by the Trustees, the Adviser will monitor
the creditworthiness of the firms involved.
    
 
   
ZERO COUPON BONDS.  The Fund may invest in zero coupon U.S. Treasury securities,
such as (1) U.S. Treasury bills, and both notes and bonds which have been
stripped of their unmatured interest coupons and receipts or (ii) certificates
representing interests in such stripped obligations. A zero coupon security pays
no interest in cash to its holder during its life although interest is accrued
currently for federal income tax purposes. Its value to an investor consists of
the difference between its face value at the time of maturity and the price for
which it was acquired, which is generally an amount significantly less than its
face value (sometimes referred to as a "deep discount" price). Investing in zero
coupon U.S. Treasury securities may help to preserve capital during periods of
declining interest rates. For example, if interest rates decline, GNMA
Certificates owned by the Fund which were purchased at greater than par are more
likely to be prepaid, which would cause a loss of principal. In anticipation of
this, the Fund might purchase zero coupon U.S. Treasury securities, the value of
which would be expected to increase when interest rates decline. Zero coupon
U.S. Treasury securities do not entitle the holder to any periodic payments of
interest prior to maturity. Accordingly, such securities usually trade at a deep
discount from their face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities which make periodic distributions of
interest. On the other hand, because there are no periodic interest payments to
be reinvested prior to maturity, zero coupon securities eliminate the
reinvestment risk and lock in a rate of return to maturity. Current federal tax
law requires that a holder (such as the Fund) of a zero coupon security accrue a
portion of the discount at which the security was purchased as income each year
even though the Fund receives no interest payment in cash on the security during
the year. In order to satisfy the income distribution requirements applicable to
regulated investment companies under the Code, the Fund may therefore be
required to obtain cash for distribution corresponding to such accrued income by
selling portfolio securities, possibly under disadvantageous circumstances, or
through borrowing.
    
    
MORTGAGE-BACKED SECURITIES.  Mortgage-backed securities represent participation
interests in pools of adjustable and fixed mortgage loans which are guaranteed
by agencies or instrumentalities of the U.S. Government. Unlike conventional
debt obligations, mortgage-backed securities provide monthly payments derived
from the monthly interest and principal payments (including any prepayments)
made by the individual borrowers on the pooled mortgage loans. The mortgage
loans underlying mortgage-backed securities are generally subject to a greater
rate of
     
                                       29
<PAGE>   65
 
   
principal prepayments in a declining interest rate environment and to a lesser
rate of principal prepayments in an increasing interest rate environment. Under
certain interest and prepayment rate scenarios, the Fund may fail to recover the
full amount of its investment in mortgage-backed securities notwithstanding any
direct or indirect governmental or agency guarantee. Since faster than expected
prepayments must usually be invested in lower yielding securities,
mortgage-backed securities are less effective than conventional bonds in
"locking in" a specified interest rate. Conversely, in a rising interest rate
environment, a declining prepayment rate will extend the average life of many
mortgage-backed securities. This possibility is often referred to as extension
risk. Extending the average life of a mortgage-backed security increases the
risk of depreciation due to future increases in market interest rates.
    
 
   
The Fund's investments in mortgage-backed securities may include conventional
mortgage pass-through securities, stripped mortgage-backed securities ("SMBS")
and certain classes of multiple class collateralized mortgage obligations
("CMOs" and "REMICs"). The Fund may acquire "regular" interests in REMICs, but
does not intend to acquire "residual" interests in REMICs. The Fund will not
invest more than 10% of its total assets in SMBS. Examples of SMBS include
interest only and principal only and other illiquid securities. Senior CMO
classes will typically have priority over residual CMO classes as to the receipt
of principal and/or interest payments on the underlying mortgages.
    
    
The CMO classes in which the Fund may invest include sequential and parallel pay
CMOs, including planned amortization class ("PAC") and target amortization class
("TAC") securities. The Fund may also invest in the floating rate mortgage-
backed securities listed under "Indexed Securities."
    
    
INDEXED SECURITIES.  The Fund may invest in indexed securities. The interest
rate or, in some cases, the principal payable at the maturity of an indexed
security may change positively or inversely in relation to one or more interest
rates, financial indices or other financial indicators ("reference prices"). An
indexed security may be leveraged to the extent that the magnitude of any change
in the interest rate or principal payable on an indexed security is a multiple
of the change in the reference price. Thus, indexed securities may decline in
value due to adverse market changes in reference prices.
    
    
The indexed securities purchased by the Fund may include interest only ("IO")
and principal only ("PO") securities, floating rate securities linked to the
Cost of Funds Index ("COFI floaters"), other "lagging rate" floating rate
securities, floating rate securities that are subject to a maximum interest rate
("capped floaters"), leveraged floating rate securities ("super floaters"),
leveraged inverse floating rate securities ("inverse floaters"), dual index
floaters and range floaters.
     
   
RISKS OF MORTGAGE-BACKED AND INDEXED SECURITIES.  Different types of derivative
debt securities are subject to different combinations of prepayment, extension,
interest rate and/or other market risks. Conventional mortgage pass-through
securities and sequential pay CMOs are subject to all of these risks, but are
typically not leveraged. PACs, TACs and other senior classes of sequential and
    
 
                                       30
<PAGE>   66
    
parallel pay CMOs involve less exposure to prepayment, extension and interest
rate risk than other mortgage-backed securities, provided that prepayment rates
remain within expected prepayment ranges or "collars."
    
    
The risk of early prepayments is the primary risk associated with mortgage IOs,
super floaters and other leveraged floating rate mortgage-backed securities. The
primary risks associated with COFI floaters, other "lagging rate" floaters,
capped floaters, inverse floaters, POs and leveraged inverse IOs are the
potential extension of average life and/or depreciation due to rising interest
rates. The residual classes of CMOs are subject to both prepayment and extension
risk.
    
    
Other types of floating rate derivative debt securities present more complex
types of interest rate risks. For example, range floaters are subject to the
risk that the coupon will be reduced to below market rates if a designated
interest rate floats outside of a specified interest rate band or collar. Dual
index or yield curve floaters are subject to depreciation in the event of an
unfavorable change in the spread between two designated interest rates.
    
    
ASSET-BACKED SECURITIES.  The Fund may invest in securities that represent
individual interests in pools of consumer loans and trade receivables similar in
structure to mortgage-backed securities. The assets are securitized either in a
pass-through structure (similar to a mortgage pass-through structure) or in a
pay-through structure (similar to the CMO structure). Although the collateral
supporting asset-backed securities generally is of a shorter maturity than
mortgage loans and historically has been less likely to experience substantial
prepayments, no assurance can be given as to the actual maturity of an
asset-backed security because prepayments of principal may be made at any time.
Payments of principal and interest are typically supported by some form of
credit enhancement, such as a letter of credit, surety bond, limited guarantee
by another entity or have a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally applies to
only a fraction of the asset-backed security's par value until exhausted. If the
credit enhancement of an asset-backed security has been exhausted, and if any
required payments of principal and interest are not made with respect to the
underlying loans, the Fund may experience losses or delays in receiving
payments.
     
   
Asset-backed securities entail certain risk similar to and in addition to those
presented by mortgage-backed securities (as discussed above). Asset-backed
securities do not have the benefit of the same type of security interest in the
related collateral. Credit card receivables are generally unsecured and a number
of state and federal consumer credit laws give debtors the right to set off
certain amounts owed on the credit cards, thereby reducing the outstanding
balance. In the case of automobile receivables, there is a risk that the holders
may not have either a proper or first security interest in all of the
obligations backing such receivables due to a large number of vehicles involved
in a typical issuance and technical requirements under state laws. Therefore,
recoveries on repossessed collateral may not always be available to support
payments on the securities. For a further discussion of the risks of investing
in asset-backed securities, see the Statement of Additional Information. The
Fund will invest in asset-backed securi-
    
 
                                       31
<PAGE>   67
    
ties only if they are rated at the time of purchase in the two highest grades by
a nationally recognized statistical rating organization.
     
   
RISKS ASSOCIATED WITH OPTIONS, FUTURES AND OTHER DERIVATIVE INSTRUMENTS.  The
risks associated with the Fund's transactions in options, futures and other
derivative instruments may include some or all of the following:
    
 
   
Market Risk.  Options and futures transactions, as well as other derivative
instruments, involve the risk that the applicable market will move against the
Fund's derivative position and that the Fund will incur a loss. For derivative
contracts other than purchased options, this loss may exceed the amount of the
initial investment made or the premium received by the Fund. Investments in
mortgage-backed and indexed securities are subject to the prepayment, extension,
interest rate and other market risks described above.
    
 
   
Leverage and Volatility Risk.  Derivative instruments may increase or leverage
the Fund's exposure to a particular market risk, which may increase the
volatility of the Fund's net asset value. The Fund may partially offset the
leverage inherent in derivative instruments by maintaining a segregated account
consisting of cash and liquid, high grade debt securities, by holding offsetting
portfolio securities or currency positions or by covering written options.
    
 
   
Correlation Risk.  The Fund's success in using derivative instruments to hedge
portfolio assets depends on the degree of price correlation between the
derivative instrument and the hedged asset. Imperfect correlation may be caused
by several factors, including temporary price disparities among the trading
markets for the derivative instruments, the assets underlying the derivative
instrument and the Fund's portfolio assets.
    
 
   
Credit Risk.  Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.
    
 
   
Liquidity and Valuation Risk.  Some derivative instruments are not readily
marketable or may become illiquid under adverse market conditions. In addition,
during periods of extreme market volatility, an exchange may suspend or limit
trading in an exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. The staff of the SEC takes the
position that certain over-the-counter options are subject to the Fund's 10%
limit on illiquid investments. The Fund's ability to terminate over-the-counter
derivative instruments may depend on the cooperation of the counterparties to
these instruments. For derivative instruments that are not heavily traded, the
only source of price quotations may be the selling dealer or counterparty.
    
    
LEVERAGE.  The use of mortgage dollar rolls and reverse repurchase agreements
involves leverage. Leverage allows any investment gains made with the additional
monies received (in excess of the costs of the mortgage dollar roll or reverse
repurchase agreement) to increase the net asset value of the Fund's shares
faster than would otherwise be the case. On the other hand, if the additional
monies received are invested in ways that do not fully recover the costs of such
     
                                       32
<PAGE>   68
    
transactions to the Fund, the net asset value of the Fund would fall faster than
would otherwise be the case.
     
   
INVESTMENT GRADE SECURITIES.  The Fund may invest in securities that are rated
in the lowest category of "investment grade" (BBB by S&P or Baa by Moody's) or
unrated securities of comparable quality. Securities in the lowest investment
grade are considered medium grade obligations and normally exhibit adequate
protection parameters. However, these securities also have speculative
characteristics. Adverse changes in economic conditions or other circumstances
are more likely to lead to weakened capacity to make principal and interest
payments than in the case of higher grade obligations.
    
 
   
LOWER RATED SECURITIES.  The Fund may invest in lower rated, dollar and non-
denominated, debt securities. Debt obligations rated in the lower ratings
categories, or which are unrated, involve greater volatility of price and risk
of loss of principal and income. In addition, lower ratings reflect a greater
possibility of an adverse change in financial condition affecting the ability of
the issuer to make payments of interest and principal.
    
 
   
The market price and liquidity of lower rated fixed-income securities generally
respond to short-term economic, corporate and market developments to a greater
extent than do the price and liquidity of higher rated securities, because these
developments are perceived to have a more direct relationship to the ability of
an issuer of lower rated securities to meet its ongoing debt obligations.
    
 
   
Reduced volume and liquidity in the high yield bond market or the reduced
availability of market quotations will make it more difficult to dispose of the
bonds and to value accurately the Fund's assets. The reduced availability of
reliable, objective data may increase the Fund's reliance on management's
judgment in valuing the high yield bonds. To the extent that the Fund invests in
lower rated securities, achieving the Fund's objective will depend more on the
Adviser's judgment and analysis than would otherwise be the case. In addition,
the Fund's investments in high yield securities may be susceptible to adverse
publicity and investor perceptions, whether or not justified by fundamental
factors. In the past, economic downturns and increases in interest rates have
caused a higher incidence of default by the issuers of these securities and may
do so in the future, particularly with respect to highly leveraged issuers. The
market prices of zero coupon and payment-in-kind bonds are affected to a greater
extent by interest rate changes and thereby tend to be more volatile than
securities which pay interest periodically and in cash. Increasing rate note
securities are typically refinanced by the issuers within a short period of
time. The Fund accrues income on these securities for tax and accounting
purposes, and this income is required to be distributed to shareholders. Because
no cash is received at the time income accrues on these securities, the Fund may
be forced to liquidate other investments or borrow money to make distributions.
    
 
                                       33
<PAGE>   69
    
RATINGS OF PORTFOLIO SECURITIES.  During the fiscal year ended March 31, 1994,
the Fund's portfolio contained domestic and foreign corporate bonds in the
following rating categories as rated by Standard & Poor's (the percentages
relate to the weighted month-end average value during the fiscal year of the
bonds in each rating category):
    
    
<TABLE>
<CAPTION>
                                                                       RATED
                                                                       ------
    <S>                                                                <C>
    AAA..............................................................   2.71%
    AA...............................................................  10.56%
    A................................................................  17.00%
    BBB..............................................................  21.46%
    BB...............................................................   6.88%
    B................................................................   3.58%
    CCC..............................................................   0.32%
    CC...............................................................      0%
    C................................................................      0%
    D................................................................      0%
    Subtotal.........................................................  62.51%
    Plus U.S. Governments............................................  37.49%
                                                                       ------
    Total............................................................    100%
                                                                       ======
</TABLE>
    
    
If a bond was not rated by Standard & Poor's but was rated by Moody's, it is
included in the comparable category. Bonds shown as unrated were not rated by
either Moody's or Standard & Poor's. (The Fund did not hold any unrated
securities at each month end during the fiscal year ended March 31, 1994.) The
Adviser does not rely solely on the ratings of rated securities in making
investment decisions but evaluates other economic and business factors affecting
the issuer as well. The relative proportion of securities in particular rating
categories will fluctuate over time, and the proportions listed above should not
be viewed as representing the Fund's current or future proportionate ownership
of securities in particular categories.
     
                                       34
<PAGE>   70
 
   
                                    (NOTES)
    
<PAGE>   71
    
                                               JOHN HANCOCK
JOHN HANCOCK INVESTMENT                        INVESTMENT
QUALITY BOND FUND                              QUALITY BOND
                                               FUND

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

   PRINCIPAL DISTRIBUTOR
   John Hancock Funds, Inc.                    CLASS A AND CLASS B SHARES
   101 Huntington Avenue                       PROSPECTUS
   Boston, Massachusetts                       MAY 15, 1995
   02199-7603
 

                                               A MUTUAL FUND SEEKING
                                               TO OBTAIN A HIGH LEVEL
   CUSTODIAN                                   OF CURRENT INCOME
   Investors Bank & Trust Company              CURRENT CONSISTENT WITH
   24 Federal Street                           PRUDENT RISK AND SAFETY
   Boston, Massachusetts 02110                 OF PRINCIPAL.
   24 Federal Street
   Boston, Massachusetts 02110

 
   TRANSFER AGENT
   John Hancock Investor Services
   Corporation
   P.O. Box 9116
   Boston, Massachusetts
   02205-9116
 
   INDEPENDENT AUDITORS
   Ernst & Young LLP
   200 Clarendon Street
   Boston, Massachusetts 02116
 
HOW TO OBTAIN INFORMATION
ABOUT THE FUND
 
For Service Information
For Telephone Exchange call 1-800-225-5291
For Investment-by-Phone
For Telephone Redemption

                                               101 HUNTINGTON AVENUE
                                               BOSTON, MASSACHUSETTS 02199-7603
For TDD call 1-800-554-6713                    TELEPHONE 1-800-225-5291

 

T120P 5/95    (LOGO) Printed on Recycled Paper
    
<PAGE>   72
   
JOHN HANCOCK
U.S. GOVERNMENT
TRUST
    

   
CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995
    

<TABLE>
- ---------------------------------------------------------------------------------------------
   
TABLE OF CONTENTS
    
 
   
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                       <C>
Expense Information...................................................................     2
The Fund's Financial Highlights.......................................................     3
Investment Objective and Policies.....................................................     4
Organization and Management of the Fund...............................................     8
Alternative Purchase Arrangements.....................................................     9
The Fund's Expenses...................................................................    10
Dividends and Taxes...................................................................    11
Performance...........................................................................    12
How to Buy Shares.....................................................................    13
Share Price...........................................................................    15
How to Redeem Shares..................................................................    20
Additional Services and Programs......................................................    22
Investments, Techniques and Risk Factors..............................................    26
</TABLE>
    
   
  This Prospectus sets forth the information about John Hancock U.S. Government
Trust (the "Fund"), a diversified series of John Hancock Bond Fund (the
"Trust"), that you should know before investing. Please read and retain it for
future reference.
    
   
  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).
    
  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.

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>   73
<TABLE>
   
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 March 31, 1994, adjusted to reflect current sales charges. The
operating expenses for Class B shares are estimates. Actual fees and expenses in
the future of the Class A and Class B shares may be greater or less than those
indicated.
    
   
<CAPTION>
                                                                                                       CLASS A         CLASS B
                                                                                                       SHARES          SHARES
                                                                                                       -------         -------
<S>                                                                                                    <C>             <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price).......................   4.50%            None
Maximum sales charge imposed on reinvested dividends................................................    None            None
Maximum deferred sales charge.......................................................................    None *         5.00%
Redemption fee+.....................................................................................    None            None
Exchange fee........................................................................................    None            None

ANNUAL FUND OPERATING EXPENSES (As a percentage of average net assets)
Management fee......................................................................................   0.65%           0.65%
12b-1 fee**.........................................................................................   0.25%           1.00%
Other expenses***...................................................................................   0.51%           0.51%
Total Fund operating expenses.......................................................................   1.41%           2.16%
    
<FN> 
   
  * No sales charge is payable at the time of purchase on investments of $1
    million or more, but for these investments a contingent deferred sales
    charge may be imposed, as described below under the caption "Share Price,"
    in the event of certain redemption transactions within one year of purchase.
    
   
 ** The amount of the 12b-1 fee used to cover service expenses will be up to
    0.25% of the Fund's average net assets, and the remaining portion will be
    used to cover distribution expenses.
    
   
*** Other Expenses include transfer agent, legal, audit, custody and other
    expenses.
    
   
  + Redemption by wire fee (currently $4.00) not included.
    
</TABLE>
   
<TABLE>
<CAPTION>
                                  EXAMPLE:                                      1 YEAR       3 YEARS       5 YEARS       10 YEARS
                                                                                ------       -------       -------       --------
<S>                                                                              <C>           <C>          <C>            <C>
You would pay the following expenses for the indicated period of years on a
  hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares...............................................................    $ 59          $88          $ 119          $206
Class B Shares
    -- Assuming complete redemption at end of period.........................    $ 72          $98          $ 136          $230
    -- Assuming no redemption................................................    $ 22          $68          $ 116          $230
</TABLE>
    
   
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)
    
   
  The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum front-end
sales charge permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
    
   
  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>   74
<TABLE>
THE FUND'S FINANCIAL HIGHLIGHTS
   
  The information in the following table of financial highlights for each of the
periods ended March 31, 1994, and prior, 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 September 30, 1994 are unaudited. Further information about the
performance of the Class A shares 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. No information is shown for Class B shares since no Class B shares
were outstanding during the periods presented.
    
   
  Selected data for Class A shares is as follows:
    
   
<CAPTION>
                                                             YEAR ENDED MARCH 31,
                     ---------------------------------------------------------------------------------------------------
                       SIX MONTHS                                                         
                         ENDED                                                                                             PERIOD
                      SEPTEMBER 30,                                                                                         ENDED
                        1994(4)                                                                                           MARCH 31,
                      (UNAUDITED)     1994      1993     1992(3)      1991       1990       1989       1988       1987     1986(1)
                     -------------   -------   -------   --------   --------   --------   --------   --------   --------  ----------
<S>                      <C>         <C>       <C>        <C>       <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...  $  7.98     $  8.49   $  8.16    $  8.34   $   8.18   $   8.38   $   8.88   $   9.64   $  10.18  $ 10.00
INCOME FROM                                                                                                         
 INVESTMENT                                                                                                         
 OPERATIONS                                                                                                         
Net investment income..     0.28        0.58      0.61       0.87       0.90       0.89       0.84       0.76       0.71     0.23
Net realized and                                                                                                                
 unrealized gain (loss)                                                                                                        
 on securities.........    (0.36)      (0.48)     0.43      (0.22)      0.11      (0.24)     (0.45)     (0.53)     (0.14)    0.25
                         -------     -------   -------    -------   --------   --------   --------   --------   --------  -------
Total from Investment                                                                                                          
 Operations............    (0.08)       0.10      1.04       0.65       1.01       0.65       0.39       0.23       0.57     0.48
LESS DISTRIBUTIONS                                                                                                  
Dividends from net                                                                                                                
 investment income.....    (0.28)      (0.61)    (0.71)     (0.83)     (0.85)     (0.85)     (0.84)     (0.76)     (0.71)   (0.23) 
Distributions from 
 realized gains........    (0.01)         --        --         --         --         --      (0.05)     (0.23)     (0.40)   (0.07) 
                         -------     -------   -------    -------   --------   --------   --------   --------   --------  -------
Total Distributions....    (0.29)      (0.61)    (0.71)     (0.83)     (0.85)     (0.85)     (0.89)     (0.99)     (1.11)   (0.30)
                         -------     -------   -------    -------   --------   --------   --------   --------   --------  -------
Net asset value, 
 end of period.........  $  7.61     $  7.98   $  8.49    $  8.16   $   8.34   $   8.18   $   8.38   $   8.88   $   9.64  $ 10.18
                         =======     =======   =======    =======   ========   ========   ========   ========   ========  =======
TOTAL RETURN...........    (0.94)%      1.05%    13.13%      8.05%     13.04%      7.83%      4.52%      2.70%      6.00%    4.77%
                         =======     =======   =======    =======   ========   ========   ========   ========   ========  =======
RATIOS AND 
 SUPPLEMENTAL DATA                                                                                                               
Ratio of operating                                                                                                          
 expenses to                                                                                                        
 average net assets....     0.76%       1.37%     1.31%      1.08%      1.13%      1.08%      1.05%      1.04%      0.99%    0.33%
Ratio of interest                                                                                                           
 expense to                                                                                                         
 average net assets....     0.06%       0.04%       --       0.17%        --         --         --         --         --       --
                         -------     -------   -------    -------   --------   --------   --------   --------   --------  -------
Ratio of total                                                                                                      
 expenses to                                                                                                        
 average net assets....     0.82%       1.41%     1.31%      1.25%      1.13%      1.08%      1.05%      1.04%      0.99%    0.33%
Ratio of expense                                                                                                            
 reduction to                                                                                                       
 average net assets....       --          --        --         --         --         --         --         --         --    (0.27)%
                         -------     -------   -------    -------   --------   --------   --------   --------   --------  -------
Ratio of net expenses 
 to average net                                                                                                        
 assets................       --        1.41%     1.31%      1.25%      1.13%      1.08%      1.05%      1.04%      0.99%    0.06%
                         =======     =======   =======    =======   ========   ========   ========   ========   ========  =======
Ratio of net                                                                                                        
 investment income                                                                                                         
 to average net 
 assets................     3.62%       6.86%     7.07%     10.48%     10.72%     10.46%      9.95%      8.29%      7.18%    2.34%
Portfolio turnover.....      255%        264%      342%       179%       154%       244%       195%        84%       364%      75%
Net Assets,                                                                                                         
 end of period                                                                                                      
 (in thousands)........  $21,367     $23,740   $18,159    $21,184   $123,493   $154,472   $167,513   $266,213   $351,754  $50,959
Debt outstanding                                                                                                        
 at end of year                                                                                                               
 (in thousands)(2).....  $     0     $     0        --    $     0         --         --         --         --         --       --
Average daily amount 
 of debt outstanding                                                                                                        
 during the year (in                                                                                                           
 thousands)(2).........  $   739     $   341        --    $ 4,172         --         --         --         --         --       --
Average monthly number 
 of shares outstanding                                                                                                        
 during the year (in                                                                                                           
 thousands)...........     2,849       2,604        --     13,081         --         --         --         --         --       --
Average daily amount 
 of debt outstanding                                                                                                        
 per share during 
 the year(2)..........   $  0.26     $  0.13        --    $  0.32         --         --         --         --         --       --
    
<FN> 
- ---------------
   
(1) Financial highlights are for the period from December 31, 1984 (the date of
    the Fund's initial offering of shares to the public) to March 31, 1986 and
    have not been annualized.
    
   
(2) Debt outstanding consists of reverse repurchase agreements entered into
    during the year.
    
   
(3) Per share information has been calculated using the average number of shares
    outstanding.
    
   
(4) Financial highlights, including total return, have not been annualized.
    
   
 *  Total return does not include the effect of the initial sales charge for Class A Shares.
    
</TABLE>
 
                                        3
<PAGE>   75
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to seek a high level of current income,
consistent with safety of principal. The Fund seeks to achieve its investment
objective by investing in debt obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities ("U.S. Government securities").
Because of the uncertainty inherent in all investments, no assurance can be
given that the Fund will achieve its investment objective. U.S. Government
securities consist of the following:
 
- -------------------------------------------------------------------------------
   
                   THE FUND SEEKS TO PROVIDE A HIGH LEVEL OF
                   CURRENT INCOME CONSISTENT WITH SAFETY OF
                   PRINCIPAL.
    
- -------------------------------------------------------------------------------
 
(1) U.S. Treasury obligations, which differ only in their interest rates,
    maturities and times of issuance, including U.S. Treasury bills (maturity of
    one year of less), U.S. Treasury notes (maturity of one to ten years), and
    U.S. Treasury bonds (generally maturities greater than ten years); and
 
(2) Obligations issued or guaranteed by the U.S. Government, its agencies or
    instrumentalities which are supported by: (i) the full faith and credit of
    the U.S. Government (e.g., securities issued by the Government National
    Mortgage Association ("GNMA")); (ii) the right of the issuer to borrow an
    amount limited to a specific line of credit from the U.S. Government (e.g.,
    securities of the Federal Home Loan Bank Board); or (iii) the credit of the
    instrumentality (e.g., bonds issued by the Federal National Mortgage
    Association ("FNMA")).
 
U.S. Government securities include collateralized mortgage obligations ("CMOs")
issued and guaranteed by a U.S. Government agency and U.S. Treasury securities
originally issued in the form of a face-amount only security paying no interest
("U.S. Government Zero Coupon Securities"), each as described below.
 
While as a non-fundamental investment policy, the Fund invests at least 80% of
its total assets in U.S. Government securities, it is currently anticipated that
a substantial portion of the Fund's assets may be invested in mortgage
pass-through securities set forth in (2) above. However, the Fund has undertaken
to limit (within its 80% limitation) its investment in U.S. Government
securities to those that are backed by the full faith and credit of the U.S.
Government with not less than 65% of its total assets being invested in GNMA
securities. Such undertaking may not be terminated or modified without 60 days
prior written notice having been mailed to shareholders.
 
Types of mortgage-backed securities include pass-through securities issued or
guaranteed by GNMA, FNMA and the Federal Home Loan Mortgage Corporation
("FHLMC"). Although these mortgage-backed securities are guaranteed or issued by
U.S. Government agencies or instrumentalities, FNMA and FHLMC securities are not
backed by the "full faith and credit" of the U.S. Government. In such cases, the
Fund must look principally to the agency issuing or guaranteeing the security
for ultimate payment. Mortgage pass-through securities are securities
representing interest in "pools" of mortgage loans. Monthly payments of interest
and principal by the individual borrowers on mortgages are passed through to the
holders of the securities (net of fees paid to the issuer or guarantor of the
securities) as the mortgages in the underlying mortgage pools are paid off. The
 
                                        4
<PAGE>   76
average lives of the mortgage pass-through securities are variable when issued
because their average lives depend on prepayment rates. The average life of
these securities is likely to be substantially shorter than their stated final
maturity as a result of unscheduled principal prepayments. Prepayments on
underlying mortgages result in a loss of anticipated interest, and all or part
of a premium, if any has been paid, and the actual yield (or total return) to
the Fund may be different than the quoted yield on the securities. Mortgage
prepayments generally increase with falling interest rates and decrease with
rising interest rates. Like other fixed income securities, when interest rates
rise the value of a mortgage pass-through security generally will decline;
however, when interest rates are declining, the value of mortgage pass-through
securities with prepayment features may not increase as much as that of other
fixed income securities. In cases where U.S. Government support of agencies or
instrumentalities is discretionary, no assurance can be given that the U.S.
Government will provide financial support, since it is not legally obligated to
do so.
 
   
The Fund may acquire stripped mortgage-backed securities which are issued and
guaranteed by U.S. Government agencies or instrumentalities. For example, Class
1 and Class 2 stripped mortgage-backed securities ("SMBS Certificates") are
issued by FNMA. Since Class 1 Certificates generally benefit from declining
interest rates and Class 2 Certificates generally benefit from rising interest
rates, these securities can provide an effective way to stabilize portfolio
value. SMBS Certificates represent beneficial interests in principal
distributions and interest distributions on certain FNMA guaranteed mortgage
pass-through Certificates which represent all or part of the beneficial
interests in pools of first lien, single family (one-to-four family residential
property), fixed-rate residential mortgage loans. The original principal amount
of each SMBS Class 1 Certificate represents the amount payable over the life of
the Certificate from the principal distributions on the underlying
mortgage-backed securities held by FNMA in its capacity as Trustee of the SMBS
trust. Interest distributions allocable to the SMBS Class 2 Certificates consist
of interest at the pass-through rate specified on the aggregate amount thereof
which will always be equal to the aggregate outstanding principal amount of each
associated issue of SMBS Class 1 Certificates.
    
 
The Fund may invest a portion of its assets in collateralized mortgage
obligations or "CMOs", which are debt obligations collateralized by mortgage
loans or mortgage pass-through securities (such collateral collectively herein
referred to as "Mortgage Assets"). Mortgage Assets underlying CMOs purchased by
the Fund must be U.S. Government securities. The Fund may also invest a portion
of its assets in multi-class pass-through securities which are issued or
guaranteed by the U.S. Government, its agencies, authorities or
instrumentalities. Unless the context indicates otherwise, all references herein
to CMOs include multi-class pass-through securities. Payments of principal and
interest on the Mortgage Assets, and any reinvestment income thereon, provide
the funds to pay debt service on the CMOs or make scheduled distributions on the
multi-class pass-through securities.
 
                                        5
<PAGE>   77
In a CMO, a series of bonds or certificates is usually issued in multiple
classes with different maturities. Each class of CMO, often referred to as a
"tranche," is issued at a specific fixed or floating coupon rate and has a
stated maturity or final distribution date. Principal prepayments on the
Mortgage Assets may cause the CMOs to be retired substantially earlier than
their stated maturities or final distribution dates, resulting in a loss of all
or part of the premium, if any has been paid. The CMO classes in which the Fund
may invest include sequential and parallel pay CMOs, including planned
amortization class ("PAC") and target amortization class ("TAC") securities.
 
In addition to the risks associated with prepayments previously described,
prepayment on the Mortgage Assets can be expected to accelerate during periods
of declining interest rates and thus impair the Fund's ability to reinvest the
proceeds in securities with comparable yields. In addition, the U.S. Government
guarantee as to payment of principal and interest of the Fund's mortgage-backed
securities does not extend to the value or yield of such securities or the
Fund's shares of the beneficial interest. SMBS Certificates involve risks in
addition to those associated with regular mortgage-backed securities. A rate of
principal payments on the underlying mortgage loans slower than the rate
anticipated by an investor in calculating the initial yield to maturity on an
SMBS Certificate, which would result from stable or rising interest rates (which
would tend to reduce the market value of the Certificate), will, by delaying the
distribution of principal, reduce the yield to maturity on SMBS Class 1
Certificates (principal) purchased at a discount from their original principal
amount and increase the yield to maturity on SMBS Class 2 Certificates (income).
Payments of principal on the underlying mortgage loans at rates faster than the
rate anticipated by investors, which could result from falling interest rates or
from transfers of the underlying property, will, conversely, accelerate
distributions of principal and thereby reduce the yield to maturity on SMBS
Class 2 Certificates (income) and increase the yield to maturity on SMBS Class 1
Certificates (principal). Sufficiently high prepayment rates could result in
purchasers of SMBS Class 2 Certificates (income) not recovering the full amount
of their initial investment. Yields on SMBS Certificates will be extremely
sensitive to actual or anticipated prepayment experience on the underlying
mortgage loans and significant fluctuations in interest rates may result in
major fluctuations in the market value of such Certificates.

    
Mortgage-backed securities derive their value from an underlying investment
structure and accordingly are known as "derivatives." Derivatives (such as
stripped mortgage-backed securities) involve substantial risk including higher
price volatility and the possible lack of a readily available market. The Fund
may engage in a variety of investment techniques in an attempt to protect
against changes in the general level of interest rates. These techniques include
the sale of interest rate futures contracts as well as the purchase of call and
put options on such futures and the purchase of call and put options on debt
securities. These investment techniques and various policies the Fund may employ
in seeking to achieve its investment objective, such as lending its portfolio
securities, and committing to purchase securities for which the normal
settlement date for the transaction occurs later than the normal settlement date
for U.S. Treasury obligations, or securities subject to repurchase and reverse
repurchase agree-
    
 
                                        6
<PAGE>   78
   
ments, may involve a greater degree of risk than those inherent in more
conservative investment approaches. As a matter of non-fundamental policy, the
Fund will, at all times, invest at least 80% of its total assets in U.S.
Government securities. This will serve to limit investments in put and call
options, futures and options on futures, and reverse repurchase agreements, in
the aggregate, to not more than 20% of the Fund's total assets. In addition, as
a fundamental policy, the Fund will not invest more than 10% of its total assets
in CMOs, zero coupon securities, SMBS, complex multiclass pass-through
securities and asset-backed securities. See "Investments, Techniques and Risk
Factors" for a discussion of these techniques and their associated risks.
    
 
The Fund's rate of return fluctuates, as does its net asset value per share.
These fluctuations depend largely on changes in the general level of interest
rates. An increase in interest rates will tend to reduce the market values of
securities in which the Fund invests and, therefore, the Fund's net asset value;
whereas a decline in interest rates will tend to increase their values. The Fund
will seek to reduce risks associated with changes in interest rates through its
transactions in options and futures contracts. However, these techniques will
not eliminate these risks and will result in transaction costs to the Fund.
 
The specific securities in which the Fund may invest, and the investment
policies which the Fund may employ, meet the criteria necessary to qualify the
shares of the Fund for purchase by the institutions designated as "qualifying
institutions." (See "Qualifying Institutions" in the Statement of Additional
Information.) In order to facilitate investment in the Fund by national banks,
the Fund has undertaken to refrain from investing in those obligations issued by
U.S. Government agencies or instrumentalities which a national bank may not
purchase without limitation (including, but not limited to obligations of the
Tennessee Valley Authority and obligations of the Commodity Credit Corporation
not fully guaranteed by the U.S. Government) unless 60 days' prior written
notice otherwise has been provided to shareholders.
    
See "Investments, Techniques and Risk Factors" for a further discussion of the
types of securities in which the Fund may invest, the management techniques it
may employ and the associated risk.
     
   
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. The Fund's investment objective and fundamental
policies and restrictions may not be changed without the approval of the Fund's
shareholders. The Fund's non-fundamental investment policies and restrictions,
however, may be changed by a vote of the Trustees without shareholder approval.
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.
    
- -------------------------------------------------------------------------------
 
                                        7
<PAGE>   79
   
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, the Fund's investment adviser, 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 a diversified series of the Trust, an open-end management investment
company organized as a Massachusetts business trust. The Trust has six series of
shares, one of which is the Fund. 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 Trustees have
authorized the issuance of two classes of the Fund, designated Class A and Class
B. The shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting, redemption,
dividends and liquidation. However, each class bears different distribution and
transfer agent fees and other expenses. Also, Class A and Class B shareholders
have exclusive voting rights with respect to their distribution plans. 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
Trust, under certain circumstances, will assist in shareholder communications
with other shareholders.
    
 
- -------------------------------------------------------------------------------
   
                   THE BOARD OF TRUSTEES ELECTS OFFICERS AND
                   RETAINS THE INVESTMENT ADVISER WHO IS
                   RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
                   OF THE FUND, SUBJECT TO THE BOARD OF
                   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 which have arrangements with John Hancock Funds ("Selling
Brokers"). Certain Trust officers are also officers of the Adviser and John
Hancock Funds.
    
 
- -------------------------------------------------------------------------------
   
                   JOHN HANCOCK ADVISERS, INC. ADVISES
                   INVESTMENT COMPANIES HAVING AN AGGREGATE
                   NET ASSET VALUE OF MORE THAN $13 BILLION.
    
- -------------------------------------------------------------------------------
 
   
All investment decisions are made by a committee and no single person is
primarily responsible for making recommendations to the committee.
    
 
   
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.
    

                                        8
<PAGE>   80
ALTERNATIVE PURCHASE ARRANGEMENTS
    
You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.
     
- -------------------------------------------------------------------------------
   
                   AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO
                   CHOOSE THE METHOD OF PAYMENT THAT IS BEST
                   FOR YOU.
    
- -------------------------------------------------------------------------------
    
CLASS A SHARES.  If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."
     
- -------------------------------------------------------------------------------
   
                   INVESTMENTS IN CLASS A SHARES ARE SUBJECT
                   TO AN INITIAL SALES CHARGE.
    
- -------------------------------------------------------------------------------
 
   
CLASS B SHARES.  You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
six years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B shares. Investing in Class B shares permits all of
your dollars to work from the time you make your investment, but the higher
ongoing distribution fee will cause these shares to have higher expenses than
those of Class A shares. To the extent that any dividends are paid by the Fund,
these higher expenses will also result in lower dividends than those paid on
Class A shares.
    
- -------------------------------------------------------------------------------
   
                   INVESTMENTS IN CLASS B SHARES ARE SUBJECT
                   TO A CONTINGENT DEFERRED SALES CHARGE.
    
- -------------------------------------------------------------------------------
   
Class B shares are not available for full-service defined contribution plans
administered by Investor Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.
    
   
FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE
    
    
The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower expenses.
To help you make this determination, the table under the caption "Expense
Information" on the inside cover page of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial if you qualify for reduced sales charges. See "Share
Price -- Qualifying for a Reduced Sales Charge."
    
- -------------------------------------------------------------------------------
   
                   YOU SHOULD CONSIDER WHICH CLASS OF SHARES
                   WOULD BE MORE BENEFICIAL TO YOU.
    
- -------------------------------------------------------------------------------

                                      9
<PAGE>   81
    
Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid. However, because initial sales charges are deducted at the time of
purchase, you would not have all of your funds invested initially and,
therefore, would initially own fewer shares. If you do not qualify for reduced
initial sales charges and expect to maintain your investment for an extended
period of time, you might consider purchasing Class A shares. This is because
the accumulated distribution and service charges on Class B shares may exceed
the initial sales charge and accumulated distribution and service charges on
Class A shares during the life of your investment.
    
    
Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you will
be subject to higher distribution and service fees and, for a six-year period, a
CDSC.
    
    
In the case of Class A shares, the distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and ongoing distribution and service fees. In the
case of Class B shares, the expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as from the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.
    
    
Dividends, if any, on Class A and Class B shares will be calculated in the same
manner, at the same time and on the same day. They also will be in the same
amount, except for differences resulting from each class bearing only its own
distribution and service fees, shareholder meeting expenses and any incremental
transfer agency costs. See "Dividends and Taxes."
    
THE FUND'S EXPENSES
    
For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser which is based on a stated percentage of the Fund's average daily
net assets as follows:
    
    
<TABLE>
<CAPTION>
                            NET ASSET VALUE                            ANNUAL RATE
- -----------------------------------------------------------------------------------
<S>                                                                    <C>
First $200,000,000.....................................................     0.650%
Next $300,000,000......................................................     0.625%
Amount over $500,000,000...............................................     0.600%
</TABLE>
    
 
   
During the Fund's fiscal year ended March 31, 1994, the advisory fee paid by the
Fund to the Fund's former investment adviser was equal to 0.65% of the Fund's
average daily net assets.
    
 
   
The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net
    
- -------------------------------------------------------------------------------
   
                   THE FUND PAYS DISTRIBUTION AND SERVICE
                   FEES FOR MARKETING AND SALES-RELATED
                   SHAREHOLDER SERVICING.
    
- -------------------------------------------------------------------------------
 
                                       10
<PAGE>   82
   
assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. In each case, up to 0.25% for Class A and Class B shares is
for service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.
    
    
In the event John Hancock Funds is not fully reimbursed for payments made or
expenses incurred by it under the Class A Plan, these expenses will not be
carried beyond one year from the date they were incurred. Unreimbursed expenses
under the Class B Plan will be carried forward together with interest on the
balance of these unreimbursed expenses. No Class B shares were outstanding
during the fiscal year ended March 31, 1994.
    
    
Information on the Fund's total expenses appears in the Financial Highlights
section of this Prospectus.

    
    
DIVIDENDS AND TAXES

    
   
DIVIDENDS.  The Fund generally declares daily and distributes monthly dividends
representing all or substantially all of its net investment income. The Fund
will distribute net realized long-term and short-term capital gains, if any, at
least annually.
    
- -------------------------------------------------------------------------------
   
                   THE FUND GENERALLY DECLARES DIVIDENDS
                   DAILY AND DISTRIBUTES THEM MONTHLY.
    
- -------------------------------------------------------------------------------
   
Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividends on these shares will be lower than those on the Class A
shares. See "Share Price."
    
 
   
TAXATION.  Dividends from the Fund's net investment income and net short-term
capital gains are taxable to you as ordinary income and dividends from the
Fund's net long-term capital gains are taxable as long-term capital gains. These
dividends are taxable whether you take them in cash or reinvest in additional
shares. Certain dividends may be paid in January of a given year but may be
taxable as if you received them the previous December.
    
    
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to
    
                                       11
<PAGE>   83
    
Federal income tax on any net investment income or net realized capital gains
that are distributed to its shareholders within the time period prescribed by
the Code. When you redeem (sell) or exchange shares, you may realize a taxable
gain or loss.
     
   
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 and the proceeds of
redemptions or exchanges.
    
   
In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund.
Non-U.S. shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. 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. You
should consult your tax adviser for specific tax advice.
    
 
PERFORMANCE
 
   
Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the maximum
offering price per share on the last day of that period. Yield is also
calculated according to accounting methods that are standardized for all stock
and bond funds. Because yield accounting methods differ from the methods used
for other accounting purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements.
    
 
- -------------------------------------------------------------------------------
   
                   THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
                   RETURN.
    
- -------------------------------------------------------------------------------
    
The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return divided over the
number of years included in the period. Because average annual total return
tends to smooth out variations in the Fund's performance, you should recognize
that it is not the same as actual year-to-year results.
     
   
Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with
    
 
                                       12
<PAGE>   84
   
respect to each class for the same period. The relative performance of the Class
A and Class B shares will be affected by a variety of factors, including the
higher operating expenses attributable to the Class B shares, whether the Fund's
investment performance is better in the earlier or later portions of the period
measured and the level of net assets of the classes during the period. The Fund
will include the total return of Class A and Class B shares in any advertisement
or promotional materials including Fund performance data. The value of Fund
shares, when redeemed, may be more or less than their original cost. Both yield
and total return are historical calculations and are not an indication of future
performance. See "Factors to Consider in Choosing an Alternative."
    
   
<TABLE>
HOW TO BUY SHARES
    
- --------------------------------------------------------------------------------------
   
<S> <C>           <C>  <C>                                                            
    The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
    group investments and retirement plans). Complete the Account Application attached
    to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
    If you do not specify which class of shares you are purchasing, Investor Services
    will assume that you are investing in Class A shares.
    
   
- --------------------------------------------------------------------------------------
    
   
                   OPENING AN ACCOUNT
    
- --------------------------------------------------------------------------------------
   
- --------------------------------------------------------------------------------------
    BY CHECK      1.   Make your check payable to John Hancock Investor Services
                       Corporation ("Investor Services"), 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 Trust
                           Class A or Class B shares
                           Your Account Number
                           Name(s) under which account is registered
                  3.   Deliver the completed application to your registered
                       representative or Selling Broker or mail it directly to
                       Investor Services.
- --------------------------------------------------------------------------------------
    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.
    
- --------------------------------------------------------------------------------------
   
                   BUYING ADDITIONAL CLASS A AND CLASS B
                   SHARES
    
- --------------------------------------------------------------------------------------
   
    PROGRAM
    (MAAP)        2.   The amount you elect to invest will be automatically withdrawn
                       from your bank or credit union account.
- --------------------------------------------------------------------------------------
</TABLE>
    
                                       13
<PAGE>   85
<TABLE>
- --------------------------------------------------------------------------------
   
<S> <C>           <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).
    
- -------------------------------------------------------------------------------
   
                   BUYING ADDITIONAL
                   CLASS A AND CLASS B
                   SHARES (CONTINUED)
    
- -------------------------------------------------------------------------------
   
                  2.   After your authorization form has been processed, you may
                       purchase additional Class A or Class B 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, the class of shares
                       you own, your account number, and the amount you wish to
                       invest.

                  4.   Your investment normally will be credited to your account the
                       business day following your phone request.
- ---------------------------------------------------------------------------------
    BY CHECK      1.   Either complete the detachable stub included on your account
                       statement or include a note with your investment listing the
                       name of the Fund, the class of share you own, 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 Trust
                           Class A or Class B shares
                           Your Account Number
                           Name(s) under which account is registered
- ---------------------------------------------------------------------------------
    Other Requirements: All purchases must be made in U.S. dollars. Checks written on
    foreign banks will delay purchases until U.S. funds are received, and a collection
    charge may be imposed. Shares of the Fund are priced at the offering price based
    on the net asset value computed after 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
    unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</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.
    
- -------------------------------------------------------------------------------
                                       14
<PAGE>   86
   
SHARE PRICE
    
   
The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Trustees. Short-term debt investments
maturing within 60 days are valued at amortized cost, which the Trustees have
determined approximates market value. The NAV is calculated once daily as of the
close of regular trading on the New York Stock Exchange (generally at 4:00 p.m.,
New York time) on each day that the Exchange is open.
    
 
   
- -------------------------------------------------------------------------------
    
   
                   THE OFFERING PRICE OF YOUR SHARES IS THEIR
                   NET ASSET VALUE PLUS A SALES CHARGE, IF
                   APPLICABLE, WHICH WILL VARY WITH THE
                   PURCHASE ALTERNATIVE YOU CHOOSE.
    
- -------------------------------------------------------------------------------
   
Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock Funds.
If you buy shares of the Fund through a Selling Broker, the Selling Broker must
receive your investment before the close of regular trading on the New York
Stock Exchange and transmit it to John Hancock Funds before its close of
business to receive that day's offering price.
    
<TABLE>
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES.  The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:
 
   
<CAPTION>
                                                                    COMBINED
                                            SALES CHARGE AS A     REALLOWANCE        REALLOWANCE TO
                          SALES CHARGE AS   PERCENTAGE OF AND    SERVICE FEE AS     SELLING BROKERS AS
AMOUNT INVESTED           A PERCENTAGE OF     THE AMOUNT        A PERCENTAGE OF      A PERCENTAGE OF
(INCLUDING SALES CHARGE)   OFFERING PRICE      INVESTED         OFFERING PRICE(+)  THE OFFERING PRICE(*)
- ------------------------  ---------------   ----------------    -----------------  ---------------------
<S>                           <C>              <C>                  <C>                  <C>
Less than $100,000            4.50%            4.71%                4.00%                3.76%
$100,000 to $249,999          3.75%            3.90%                3.25%                3.01%
$250,000 to $499,999          2.75%            2.83%                2.30%                2.06%
$500,000 to $999,999          2.00%            2.04%                1.75%                1.51%
$1,000,000 and over           0.00%(**)        0.00%(**)            (***)                 0.00%(***)
    
<FN> 
   
  (*) Upon notice to Selling Brokers with whom it has sales agreements, John
      Hancock Funds may reallow an amount up to the full applicable sales
      charge. In addition to the reallowance allowed to all Selling Brokers,
      John Hancock Funds will pay the following: round trip airfare to a resort
      will be offered to each registered representative of a Selling Broker (if
      the Selling Broker has agreed to participate) who sells certain amounts of
      shares of John Hancock Funds. John Hancock Funds will make these incentive
      payments out of its own resources. A Selling Broker to whom substantially
      the entire sales charge is reallowed or who receives these incentives may
      be deemed to be an underwriter under the Securities Act of 1933. Other
      than distribution and service fees, the Fund does not bear distribution
      expenses.
    
   
 (**) No sales charge is payable at the time of purchase of Class A shares of $1
      million or more, but a CDSC may be imposed in the event of certain
      redemption transactions within one year of purchase.
    
   
(***) John Hancock Funds may pay a commission and the first year's service fee
      (as described in (+) below) to Selling Brokers who initiate and are
    
</TABLE>
                                       15
<PAGE>   87
   
      responsible for purchases of Class A shares of $1 million or more in
      aggregate as follows: 1% on sales to $4,999,999, 0.50% on the next $5
      million and 0.25% on $10 million and over.
     
   
  (+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
      year's service fee in advance in an amount equal to 0.25% of the net
      assets invested in the Fund at the time of the sale. Thereafter, it pays
      the service fee periodically in arrears in an amount up to 0.25% of the
      Fund's average annual net assets. Selling Brokers receive the fee as
      compensation for providing personal and account maintenance services to
      shareholders.
    
    
Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.
     
    
In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.
     
    
Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."
     
    
<TABLE>
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES.  Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:
     
   
<CAPTION>
         AMOUNT INVESTED                                                   CDSC RATE
         ---------------                                                   ---------
<S>                                                                          <C>
$1 million to $4,999,999...............................................      1.00%
Next $5 million to $9,999,999..........................................      0.50%
Amounts of $10 million and over........................................      0.25%
</TABLE>
    
   
Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994, and participant directed defined
contribution plans with at least 100 eligible employees at the inception of the
Fund account may purchase Class A shares with no initial sales charge. However,
if the shares are redeemed within 12 months after the end of the calendar year
in which the purchase was made, a CDSC will be imposed at the above rate.
    
   
The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
shares.
    
   
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
Therefore, it will be assumed that the redemption is first made from any shares
in your account that are not subject to the CDSC. The CDSC is waived on
redemptions in certain circumstances. See "Waiver of Contingent Deferred Sales
Charges" below.
    
 
                                       16
<PAGE>   88
   
QUALIFYING FOR A REDUCED SALES CHARGE.  If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares of
the John Hancock funds in meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:
     
- -------------------------------------------------------------------------------
   
                   YOU MAY QUALIFY FOR A REDUCED SALES CHARGE
                   ON YOUR INVESTMENT IN CLASS A SHARES.
    
- -------------------------------------------------------------------------------
    
1. Your current purchase of Class A shares of the Fund.
    
    
2. The net asset value (at the close of business on the previous day) of (a) all
   Class A shares of the Fund you hold, and (b) all Class A shares of any other
   John Hancock funds you hold; and
    
    
3. The net asset value of all shares held by another shareholder eligible to
   combine his or her holdings with you into a single "purchase."
    
    
EXAMPLE:
    
   
If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $80,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 3.75% and not 4.50% (the
rate that would otherwise be applicable to investments of less than $100,000.
See "Initial Sales Charge Alternative -- Class A Shares.")
    
   
If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:
    
   
- - A Trustee or officer of the Fund; a Director or officer of the Adviser and its
  affiliates or Selling Brokers; employees or sales representatives of any of
  the foregoing; retired officers, employees or Directors of any of the
  foregoing; a member of the immediate family of any of the foregoing; or any
  fund, pension, profit sharing or other benefit plan for the individuals
  described above.
    
- -------------------------------------------------------------------------------
   
                   CLASS A SHARES MAY BE AVAILABLE WITHOUT A
                   SALES CHARGE TO CERTAIN INDIVIDUALS AND
                   ORGANIZATIONS.
    
- -------------------------------------------------------------------------------
   
- - Any state, county, city or any instrumentality, department, authority, or
  agency of these entities that is prohibited by applicable investment laws from
  paying a sales charge or commission when it purchases shares of any registered
  investment management company.*
    
   
- - A bank, trust company, credit union, savings institution or other type of
  depository institution, its trust departments or common trust funds if it is
  purchasing $1 million or more for non-discretionary customers or accounts.*
    
   
- - A broker, dealer or registered investment adviser that has entered into an
  agreement with John Hancock Funds providing specifically for the use of Fund
  shares in fee-based investment products made available to its clients.
    
 
                                       17
<PAGE>   89
 
   
- - A former participant in an employee benefit plan with John Hancock Funds, when
  he/she withdraws from his/her plan and transfers any or all of his/her plan
  distributions directly to the Fund.
    
- ------------------
   
*For investments made under these provisions, John Hancock Funds may make a
 payment out of its own resources to the Selling Broker in an amount not to
 exceed 0.25% of the amount invested.
    
    
Class A shares of the Fund may be purchased without an initial sales charge in
connection with certain liquidation, merger or acquisition transactions
involving other investment companies or personal holding companies.
    
    
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES.  Class B shares
are offered at net asset value per share without a sales charge so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within six years of purchase will be subject to a CDSC
at the rates set forth below. This charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on increases
in account value above the initial purchase price, including shares derived from
dividend reinvestment.
    
   
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the six-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the six-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.
    
    
EXAMPLE:
You have purchased 100 shares at $10 per share. The second year after your
purchase, your investment's net asset value per share has increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment. If
you redeem 50 shares at this time, your CDSC will be calculated as follows:
    
    
<TABLE>
<S>                                                                         <C>
- - Proceeds of 50 shares redeemed at $12 per share                           $  600
- - Minus proceeds of 10 shares not subject to CDSC because they were
  acquired through dividend reinvestment (10 X $12)                           -120
- - Minus appreciation on remaining shares, also not subject to CDSC (40 X
  $2)                                                                         - 80
                                                                            ------
- - Amount subject to CDSC                                                    $  400
</TABLE>
    
    
Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.
    
   
The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for the purposes of determining this holding period, any payments you make
    
 
                                       18
<PAGE>   90
    
during the month will be aggregated and deemed to have been made on the last day
of the month.
     
   
<TABLE>
<CAPTION>
   YEAR IN WHICH
  CLASS B SHARES                                          CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING                                        CHARGE AS A PERCENTAGE OF
     PURCHASE                                           DOLLAR AMOUNT SUBJECT TO CDSC
- ------------------                                      ----------------------------
<S>                                                                 <C>
First                                                               5.0%
Second                                                              4.0%
Third                                                               3.0%
Fourth                                                              3.0%
Fifth                                                               2.0%
Sixth                                                               1.0%
Seventh and thereafter                                              None
</TABLE>
    
   
A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and account maintenance services to shareholders during the twelve
months following the sale, and thereafter the service fee is paid in arrears.
     
   
WAIVER OF CONTINGENT DEFERRED SALES CHARGES.  The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:
     
   
- - Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
  "How to Redeem Shares"), as long as your annual redemptions do not exceed 10%
  of your account value at the time you establish your Systematic Withdrawal
  Plan and 10% of the value of your subsequent investments (less redemptions) in
  that account at the time you notify Investor Services. This waiver does not
  apply to Systematic Withdrawal Plan redemptions of Class A shares that are
  subject to a CDSC.
    
- -------------------------------------------------------------------------------
   
                   UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON
                   CLASS B AND CERTAIN CLASS A SHARE
                   REDEMPTIONS WILL BE WAIVED.
    
- -------------------------------------------------------------------------------
   
- - Redemptions made to effect distributions from an Individual Retirement Account
  either before or after age 59 1/2, as long as the distributions are based on
  the life expectancy or the joint-and-last survivor life expectancy of you and
  your beneficiary. These distributions must be free from penalty under the
  Code.
    
   
- - Redemptions made to effect mandatory distributions under the Code after age
 70 1/2 from a tax-deferred retirement plan.
    
   
- - Redemptions made to effect distributions to participants or beneficiaries from
  certain employer-sponsored retirement plans including those qualified under
  Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of
  the Code and deferred compensation plans under Section 457 of the Code. The
  waiver also applies to certain returns of excess contributions made to these
  plans. In all cases, the distributions must be free from penalty under the
  Code.
    
   
- - Redemptions due to death or disability.
    
   
- - Redemptions made under the Reinvestment Privilege, as described in "Additional
  Services and Programs" of this Prospectus.
    
 
                                       19
<PAGE>   91
   
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
  have less than $100 invested in the Fund.
    
   
- - Redemptions made in connection with certain liquidation, merger or acquisition
  transactions involving other investment companies or personal holding
  companies.
    
   
- - Redemptions from certain IRA and retirement plans that purchased shares prior
  to October 1, 1992.
    
   
If you qualify for a CDSC waiver under one of these situations, you must notify
Investor Services either directly or through your Selling Broker at the time you
make your redemption. The waiver will be granted once Investor Services has
confirmed that you are entitled to the waiver.
    
   
CONVERSION OF CLASS B SHARES.  Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares
automatically. This will occur no later than the month following eight years
after the shares were purchased and will result in lower annual distribution
fees. If you exchanged Class B shares into the Fund from another John Hancock
fund, the calculation will be based on the time you purchased the shares in the
original fund. The Fund has been advised that the conversion of Class B shares
to Class A shares should not be taxable for Federal income tax purposes and
should not change a shareholder's tax basis or tax holding period for the
converted shares.
    
   
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, less any applicable CDSC. 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. When you redeem your shares, you may realize a taxable gain or
loss depending usually on the difference between what you paid for them and what
you receive for them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to seven days or
longer, as permitted by Federal securities laws.
    
- --------------------------------------------------------------------------------
   
<TABLE>
<S> <C>                  <C>                                                        <C>
    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) and
                         address shown on the account.
- ---------------------------------------------------------------------------------
</TABLE>
    
 
                                       20
<PAGE>   92
- --------------------------------------------------------------------------------
   
<TABLE>
<S> <C>                  <C>                                                        
                         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.
- ---------------------------------------------------------------------------------
    BY WIRE              If you have a telephone redemption form on file with the
                         Fund, redemption proceeds of $1,000 or more can be wired on
                         the next business day to your designated bank account, and
                         a fee (currently $4.00) will be deducted. You may also use
                         electronic funds transfer to your assigned bank account,
                         and the funds are usually collectable after two business
                         days. Your bank may or may not charge 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
                         attached to the Prospectus.
- ---------------------------------------------------------------------------------
    IN WRITING           Send a stock power or "letter of instruction" specifying
                         the name of the Fund, the dollar amount or the number of
                         shares to be redeemed, your name, class of shares, your
                         account number and the additional requirements listed below
                         that apply to your particular account.
- ---------------------------------------------------------------------------------
    
   
<CAPTION>
          TYPE OF REGISTRATION                          REQUIREMENTS
    ---------------------------------   --------------------------------------------
<S> <C>                                 <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.
- ---------------------------------------------------------------------------------
    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>
    
- -------------------------------------------------------------------------------
   
                   WHO MAY GUARANTEE YOUR SIGNATURE.
    
- -------------------------------------------------------------------------------

                                       21
<PAGE>   93
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S> <C>                                 <C> 
    THROUGH YOUR BROKER.  Your broker may be able to initiate the redemption.
    Contact your broker for instructions.
    
- -------------------------------------------------------------------------------
   
                   ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
    
- -------------------------------------------------------------------------------
   
- ---------------------------------------------------------------------------------
    If you have certificates for your shares, you must submit them with your stock
    power or a letter of instructions. Unless you specify to the contrary, any
    outstanding Class A shares will be redeemed before Class B shares. You may not
    redeem certificated shares by telephone.

    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 $100 (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. No CDSC will be imposed on involuntary redemptions of shares.
    Shareholders will be notified before these redemptions are to be made or this
    fee is imposed and will have 30 days to purchase additional shares to bring
    their account 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 each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.
    
- -------------------------------------------------------------------------------
   
                   YOU MAY EXCHANGE SHARES OF THE FUND ONLY
                   FOR SHARES OF THE SAME CLASS OF ANOTHER
                   JOHN HANCOCK FUND.
    
- -------------------------------------------------------------------------------
   
Exchanges between funds with shares that are not subject to a CDSC are based on
their respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class
     
   
B shares of another John Hancock fund without incurring the CDSC; however, these
shares will be subject to the CDSC schedule of the shares acquired (except that
exchanges into John Hancock Short-Term Strategic Income Fund, John Hancock
Limited-Term Government Fund and John Hancock Adjustable U.S. Government Trust
will be subject to the initial fund's CDSC). For purposes of computing the CDSC
payable upon redemption of shares acquired in an exchange, the holding period of
the original shares is added to the holding period of the shares acquired in an
exchange. However, if you exchange Class B shares purchased prior to January 1,
1994 for Class B shares of any other John Hancock fund, you will be subject to
the CDSC schedule in effect on your initial purchase date.
    
   
You may exchange Class B shares of the Fund into shares of a John Hancock money
market fund at net asset value. However, you will continue to be subject to the
same CDSC upon redemption.
    
   
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.
     
                                       22
<PAGE>   94
   
An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.
    
    
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
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. 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.
    
 
                                       23
<PAGE>   95
   
IN WRITING
1. In a letter, request an exchange and list the following:
    
   
   -- the name and class of the Fund whose shares you currently own
    
   
   -- your account number
    
   
   -- the name(s) in which the account is registered
    
   
   -- the name of the fund in which you wish your exchange to be invested
    
   
   -- the number of shares, all shares or 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
    
   
REINVESTMENT PRIVILEGE
    
   
1. You will not be subject to a sales charge on Class A shares reinvested in
   shares of any John Hancock fund that is otherwise subject to a sales charge
   as long as you reinvest within 120 days from the redemption date. If you paid
   a CDSC upon a redemption, you may reinvest at net asset value in the same
   class of shares from which you redeemed within 120 days. Your account will be
   credited with the amount of the CDSC previously charged, and the reinvested
   shares will continue to be subject to a CDSC. For purposes of computing the
   CDSC payable upon a subsequent redemption, the holding period of the shares
   acquired through reinvestment will include the holding period of the redeemed
   shares.
    
- -------------------------------------------------------------------------------
   
                   IF YOU REDEEM SHARES OF THE FUND, YOU MAY
                   BE ABLE TO REINVEST ALL OR PART OF THE
                   PROCEEDS IN THE FUND
                   OR ANOTHER JOHN HANCOCK
                   FUND WITHOUT PAYING AN ADDITIONAL SALES
                   CHARGE.
    
- -------------------------------------------------------------------------------
   
2. Any portion of your redemption may be reinvested in Fund shares or in shares
   of any of the other John Hancock funds, subject to the minimum investment
   limit of that fund.
    
   
3. To reinvest, you must notify Investor Services in writing. Include the Fund's
   name, the account number and class from which your shares were originally
   redeemed.
    
   
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.
 
                                       24
<PAGE>   96
   
5. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
   with purchases of additional Class A or Class B shares, because you may be
   subject to initial sales charges on your purchases of Class A shares or to a
   CDSC on your redemptions of Class B shares. In addition, your redemptions are
   taxable events.
    
   
6. 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.
    
   
4. There is no charge to you for this program, and there is no cost to the Fund.
    
   
5. If you have payments being withdrawn from a bank account and we are notified
   that the account has been closed, your withdrawals will be discontinued.
    
   
GROUP INVESTMENT PROGRAM
    
   
1. An individual account will be established for each participant, but the
   initial sales charge for Class A shares will be based on the aggregate dollar
   amount of all participants' investments. To determine how to qualify for this
   program, contact your registered representative or call 1-800-225-5291.
    
- -------------------------------------------------------------------------------
   
                   ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
                   MAY ESTABLISH ACCOUNTS.
    
- -------------------------------------------------------------------------------
   
2. The initial aggregate investment of all participants in the group must be at
   least $250.
    
   
3. There is no additional charge for this program. There is no obligation to
   make investments beyond the minimum, and you may terminate the program 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.
    
                                       25
<PAGE>   97
   
INVESTMENTS, TECHNIQUES AND RISK FACTORS
Unless otherwise specified, each of the Fund's investment practices described in
this section and in the Statement of Additional Information is deemed to be a
fundamental policy and may not be changed without shareholder approval.
     
   
LENDING OF SECURITIES AND REPURCHASE AGREEMENTS.  For the purpose of realizing
additional income, the Fund may lend, to broker-dealers or to federally insured
banks or savings and loans, portfolio securities amounting to not more than
33 1/3% of its total assets taken at current value. The Fund may also enter into
repurchase agreements. 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. Securities loaned by the Fund will
remain subject to fluctuations of market value. Repurchase agreements maturing
in more than seven (7) days will be subject to the Fund's restriction regarding
illiquid securities.
    
   
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 of fixed-income securities
should not increase direct transaction costs since fixed-income securities are
normally traded on a principal basis without brokerage commissions. Short-term
trading may have the effect of increasing portfolio turnover rate. The Fund may
engage in short-term trading in response to changes in interest rates or other
economic trends and developments, or to take advantage of yield disparities
between various securities in which the Fund may invest in order to improve
income. A rate of turnover of 100% would occur if the value of the lesser of
purchases and sales of portfolio securities for a particular year equaled the
average monthly value of portfolio securities owned during the year (excluding
short-term securities). A high rate of portfolio turnover (100% or more) may,
under certain circumstances, make it more difficult for the Fund to qualify as a
regulated investment company under the Code. The Fund's portfolio turnover rate
is set forth in the table under the caption "Financial Highlights."
    
    
ILLIQUID AND RESTRICTED SECURITIES.  The Fund may invest up to 10% of its total
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, certain over-the-counter options, certain stripped
mortgage-backed securities, certain restricted securities and securities not
readily marketable.
     
   
SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT.  The Fund may from time
to time commit to purchase securities for which the normal settlement date
occurs later than the settlement date which is normal for U.S. Treasury
obligations. The payment and interest rate received on such securities are fixed
at the time the buyer enters into the commitment. Although the Fund will only
enter into
    
 
                                       26
<PAGE>   98
   
commitments to purchase such securities with the intention of actually acquiring
the securities, the Fund may sell these securities before the settlement date.
Such securities can involve a risk that the yields available in the market when
delivery takes place may be higher than those obtained in the transaction
itself. There are no limitations on the percentage of the Fund's assets which
may be invested in such securities. However, it is not expected that at any one
time more than 10% of the Fund's assets would be so invested.
     
   
WHEN-ISSUED SECURITIES.  The Fund may purchase securities on a forward or
"when-issued" basis. When the Fund engages in when-issued transactions, it
relies on the seller or the buyer, as the case may be, to consummate the
transaction. Failure to consummate the transaction may result in the Fund's
losing the opportunity to obtain an advantageous price and yield. Although the
Fund is not limited to the amount of government securities for which it has such
commitments, it is expected that under normal circumstances not more than 10% of
the Fund's total assets will be committed to such purchases.
    
   
MORTGAGE "DOLLAR ROLL" TRANSACTIONS.  The Fund may enter into mortgage "dollar
roll" transactions with selected banks and broker-dealers pursuant to which the
Fund sells mortgage-backed securities and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified
future date. The Fund will only enter into covered rolls. A "covered roll" is a
specific type of dollar roll for which there is an offsetting cash position or a
cash equivalent security position which matures on or before the forward
settlement date of the dollar roll transaction.
    
    
REVERSE REPURCHASE AGREEMENTS.  The Fund may enter into reverse repurchase
agreements which involve the sale of a security by the Fund to a bank or
securities firm and its agreement to repurchase the instrument at a specified
time and price plus an agreed amount of interest. The Fund will use the proceeds
to purchase other investments. Reverse repurchase agreements are considered to
be borrowings by the Fund and as an investment practice may be considered
speculative.
     
    
Thus, the Fund will enter into a reverse repurchase agreement only when the
Adviser determines that the interest income to be earned from the investment of
the proceeds is greater than the interest expense of the transaction. To
minimize various risks associated with reverse repurchase agreements, the Fund
will establish and maintain with the Custodian a separate account consisting of
cash or liquid, high grade debt securities in an amount at least equal to the
repurchase prices of the securities (plus any accrued interest thereon) under
such agreements. Although the Fund's investment restrictions provide that the
Fund may not enter into reverse repurchase agreements exceeding in the aggregate
33 1/3% of the value of its total net assets (including for this purpose other
borrowings of the Fund), this limitation shall not exceed 20% of the Fund's
total assets. The Fund will enter into reverse repurchase agreements only with
selected registered broker/dealers or with federally insured banks or savings
and loan associations which are approved in advance as being creditworthy by the
Trustees. Under procedures established by the Trustees, the Adviser will monitor
the creditworthiness of the firms involved.
    
                                       27
<PAGE>   99
   
OPTIONS AND FUTURES TRANSACTIONS.  The Fund may buy options contracts on debt
securities and interest rate futures contracts and buy and write (sell) options
on such futures contracts. Options and futures contracts are bought and sold to
manage the Fund's exposure to changing interest rates and security prices. Some
options and futures strategies, including selling futures and buying puts, tend
to hedge the Fund's investment against price fluctuations. Other strategies,
including buying futures and buying calls, tend to increase market exposure.
Options and futures may be combined with each other or with forward contracts in
order to adjust the risk and return characteristics of the overall strategy.
    
   
The Fund may invest only in put or call options which are traded on a national
securities exchange (an "Exchange"). The Fund may purchase put options on debt
securities to protect its holdings in an underlying or related security against
a substantial decline in market value. Securities are considered related if
their price movements generally correlate to one another. The Fund may also
purchase call options on debt securities to protect against substantial
increases in prices of securities the Fund intends to purchase pending its
ability to orderly invest in such securities. The Fund may sell put or call
options it has previously purchased, which could result in a net gain or loss
depending on whether the amount received on the sale is more or less than the
premium and other transaction costs paid on the purchase of the put or call
option which is sold. The Fund will not invest in a put or call option if as a
result the amount of premiums paid for such options then outstanding would
exceed 10% of the Fund's total assets.
    
   
The Fund may engage in the sale of interest rate futures contracts and call
options thereon and the purchase of put and call options on such futures only as
a hedge against changes in the general level of interest rates. The sale of an
interest rate futures contract obligates the seller to deliver the specific type
of debt security called for in the contract at a specified future time and at a
specified price. The Fund would sell an interest rate futures contract in order
to continue to receive the income from a long-term debt security, while
endeavoring to avoid part or all of the decline in market value of that security
which would accompany an increase in interest rates. Futures contracts may be
purchased only to close an existing short position in a futures contract.
    
   
In addition, the Fund may purchase and write call options and purchase put
options on futures contracts which are traded on a securities exchange or a
Board of Trade and enter into closing transactions with respect to such options
to terminate an existing position. The Fund may use options on futures contracts
in connection with hedging strategies. Generally, these strategies would be
employed under the same market conditions in which the Fund uses put and call
options on debt securities. The Fund may hedge up to the full value of its
portfolio through the use of options on futures and the sale of futures;
provided, however, that the Fund may not sell futures contracts or purchase or
sell related options if immediately thereafter the sum of the amount of margin
deposits on the Fund's existing futures and related options positions and the
amount of premiums paid for related options (measured at the time of investment)
would exceed 5% of the Fund's net assets. When the Fund purchases a futures
contract or a call option on a futures contract,
    
 
                                       28
<PAGE>   100
   
an amount of cash or U.S. Government securities equal to the market value of the
futures contract will be deposited in a segregated account with the Fund's
custodian to collateralize the Fund's position.
     
   
The Fund is authorized to, but presently does not intend to, engage in certain
investment techniques involving the sale of covered call and secured put options
for the purpose of generating additional income. (See the Statement of
Additional Information for a discussion of these techniques.) In addition, the
Fund will not engage in such transactions without first having given
shareholders written notice at least 60 days in advance thereof.
    
   
Options and futures can be volatile investments and involve certain risks. If
the Adviser applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower the Fund's return. The
Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other investments, or if it could not
close out its positions because of an illiquid secondary market. Options and
futures do not pay interest, but may produce capital gains or losses.
    
   
INDEXED SECURITIES.  The Fund may invest in indexed securities. The interest
rate or, in some cases, the principal payable at the maturity of an indexed
security may change positively or inversely in relation to one or more interest
rates, financial indices or other financial indicators ("reference prices"). An
indexed security may be leveraged to the extent that the magnitude of any change
in the interest rate or principal payable on an indexed security is a multiple
of the change in the reference price. Thus, indexed securities may decline in
value due to adverse market changes in reference prices.
     
   
The indexed securities purchased by the Fund may include interest only ("IO")
and principal only ("PO") securities, floating rate securities linked to the
Cost of Funds Index ("COFI floaters"), other "lagging rate" floating rate
securities, floating rate securities that are subject to a maximum interest rate
("capped floaters"), leveraged floating rate securities ("super floaters"),
leveraged inverse floating rate securities ("inverse floaters"), dual index
floaters and range floaters.
     
   
RISKS OF MORTGAGE-BACKED AND INDEXED SECURITIES.  Different types of derivative
debt securities are subject to different combinations of prepayment, extension,
interest rate and/or other market risks. Conventional mortgage pass-through
securities and sequential pay CMOs are subject to all of these risks, but are
typically not leveraged. PACs, TACs and other senior classes of sequential and
parallel pay CMOs involve less exposure to prepayment, extension and interest
rate risk than other mortgage-backed securities, provided that prepayment rates
remain within expected prepayment ranges or "collars."
    
   
The risk of early prepayments is the primary risk associated with mortgage IOs,
super floaters and other leveraged floating rate mortgage-backed securities. The
primary risks associated with COFI floaters, other "lagging rate" floaters,
capped floaters, inverse floaters, POs and leveraged inverse IOs are the
potential extension of average life and/or depreciation due to rising interest
rates. The residual classes of CMOs are subject to both prepayment and extension
risk.
     
 
                                       29
<PAGE>   101
   
Other types of floating rate derivative debt securities present more complex
types of interest rate risks. For example, range floaters are subject to the
risk that the coupon will be reduced to below market rates if a designated
interest rate floats outside of a specified interest rate band or collar. Dual
index or yield curve floaters are subject to depreciation in the event of an
unfavorable change in the spread between two designated interest rates.
     
   
RISKS ASSOCIATED WITH OPTIONS, FUTURES AND OTHER DERIVATIVE INSTRUMENTS.  The
risks associated with the Fund's transactions in options, futures and other
derivative instruments may include some or all of the following:
    
   
Market Risk.  Options and futures transactions, as well as other derivative
instruments, involve the risk that the applicable market will move against the
Fund's derivative position and that the Fund will incur a loss. For derivative
contracts other than purchased options, this loss may exceed the amount of the
initial investment made or the premium received by the Fund. Investments in
mortgage-backed and indexed securities are subject to the prepayment, extension,
interest rate and other market risks described above.
    
   
Leverage and Volatility Risk.  Derivative instruments may increase or leverage
the Fund's exposure to a particular market risk, which may increase the
volatility of the Fund's net asset value. The Fund may partially offset the
leverage inherent in derivative instruments by maintaining a segregated account
consisting of cash and liquid, high grade debt securities, by holding offsetting
portfolio securities or currency positions or by covering written options.
    
   
Correlation Risk.  A Fund's success in using derivative instruments to hedge
portfolio assets depends on the degree of price correlation between the
derivative instrument and the hedged asset. Imperfect correlation may be caused
by several factors, including temporary price disparities among the trading
markets for the derivative instruments, the assets underlying the derivative
instrument and the Fund's portfolio assets.
    
   
Credit Risk.  Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.
    
   
Liquidity and Valuation Risk.  Some derivative instruments are not readily
marketable or may become illiquid under adverse market conditions. In addition,
during periods of extreme market volatility, an exchange may suspend or limit
trading in an exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. The staff of the SEC takes the
position that certain over-the-counter options are subject to the Fund's 10%
limit on illiquid investments. The Fund's ability to terminate over-the-counter
derivative instruments may depend on the cooperation of the counterparties to
these instruments. For derivative instruments that are not heavily traded, the
only source of price quotations may be the selling dealer or counterparty.
    
    
LEVERAGE.  The use of mortgage dollar rolls and reverse repurchase agreements
involves leverage. Leverage allows any investment gains made with the additional
monies received (in excess of the costs of the mortgage dollar roll or reverse
     
                                       30
<PAGE>   102
 
   
repurchase agreement) to increase the net asset value of the Fund's shares
faster than would otherwise be the case. On the other hand, if the additional
monies received are invested in ways that do not fully recover the costs of such
transactions to the Fund, the net asset value of the Fund would fall faster than
would otherwise be the case.
    











 
                                       31
<PAGE>   103
 
   
JOHN HANCOCK                                   JOHN HANCOCK
U.S. GOVERNMENT TRUST                          U.S. GOVERNMENT
                                               TRUST
   INVESTMENT ADVISER
   John Hancock Advisers, Inc.
   101 Huntington Avenue
   Boston, Massachusetts 02199-7603

   PRINCIPAL DISTRIBUTOR                       CLASS A AND CLASS B SHARES
   John Hancock Funds, Inc.                    PROSPECTUS
   101 Huntington Avenue                       MAY 15, 1995
   Boston, Massachusetts 02199-7603

   CUSTODIAN                                   A MUTUAL FUND SEEKING TO OBTAIN
   Investors Bank & Trust Company              AS HIGH A LEVEL OF INTEREST
   24 Federal Street                           INCOME CONSISTENT WITH
   Boston, Massachusetts 02110                 SAFETY OF PRINCIPAL.

   TRANSFER AGENT
   John Hancock Investor Services
   Corporation
   P.O. Box 9116

   Boston, Massachusetts 02205-9116
   INDEPENDENT AUDITORS
   Ernst & Young LLP
   200 Clarendon Street
   Boston, Massachusetts 02116

HOW TO OBTAIN INFORMATION
ABOUT THE FUND

For Service Information                        101 HUNTINGTON AVENUE
For Telephone Exchange  call 1-800-225-5291    BOSTON, MASSACHUSETTS 02199-7603
For Investment-by-Phone                        TELEPHONE 1-800-225-5291
For Telephone Redemption

For TDD  call 1-800-554-6713

T300P 5/95           [RECYCLE LOGO] Printed on Recycled Paper
    
<PAGE>   104
 
JOHN HANCOCK
 
INTERMEDIATE
GOVERNMENT TRUST
 
   
CLASS A AND CLASS B SHARES
    
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...............................................    7
Alternative Purchase Arrangements.....................................................    8
The Fund's Expenses...................................................................   10
Dividends and Taxes...................................................................   11
Performance...........................................................................   12
How to Buy Shares.....................................................................   13
Share Price...........................................................................   14
How to Redeem Shares..................................................................   20
Additional Services and Programs......................................................   22
Investments, Techniques and Risk Factors..............................................   26
</TABLE>
    
    
  This Prospectus sets forth the information about John Hancock Intermediate
Government Trust (the "Fund"), a diversified series of John Hancock Bond Fund
(the "Trust"), that you should know before investing. Please read and retain it
for future reference.
    
   
  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).
    
  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.
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>   105
<TABLE>
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 March 31, 1994, adjusted to reflect current fees and expenses. The
operating expenses for the Class B shares are estimates. Actual fees and
expenses in the future of the Class A and Class B shares may be greater or less
than those indicated.
    
   
<CAPTION>
                                                                                                       CLASS A         CLASS B
                                                                                                       SHARES          SHARES
                                                                                                       -------         -------
<S>                                                                                                     <C>             <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price).......................     4.50%           None
Maximum sales charge imposed on reinvested dividends................................................     None            None
Maximum deferred sales charge.......................................................................     None*           5.00%
Redemption fee+.....................................................................................     None            None
Exchange fee........................................................................................     None            None

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Management fee......................................................................................     0.50%           0.50%
12b-1 fee**.........................................................................................     0.25%           1.00%
Other expenses***...................................................................................     1.54%           1.54%
Less expense limitation.............................................................................    (0.99%)         (0.99%)
Total Fund operating expenses (net of limitation)****...............................................     1.30%           2.05%
    
<FN> 
   
   * No sales charge is payable at the time of purchase on investments of $1
     million or more, but for these investments a contingent deferred sales
     charge may be imposed, as described below under the caption "Share Price,"
     in the event of certain redemption transactions within one year of
     purchase.
    
   
  ** The amount of the 12b-1 fee used to cover service expenses will be up to
     0.25% of the Fund's average net assets, and the remaining portion will be
     used to cover distribution expenses.
    
   
 *** Other Expenses include transfer agent, legal, audit, custody and other
     expenses.
    
   
**** Total Fund Operating Expenses in the table reflect a voluntary limitation
     by the Fund's investment adviser, John Hancock Advisers, Inc. (the
     "Adviser"). Without such limitation, Total Fund Operating Expenses of the
     Class A and Class B shares would be 2.29% and 3.04%, respectively.
    
   
   + Redemption by wire fee (currently $4.00) not included.
    
</TABLE>
   
<TABLE>
<CAPTION>
                                 EXAMPLE:                                     1 YEAR       3 YEARS       5 YEARS       10 YEARS
                                                                              ------       -------       -------       --------
<S>                                                                            <C>           <C>          <C>            <C>
You would pay the following expenses for the indicated period of years on a
  hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares.............................................................    $ 58          $84          $ 113          $195
Class B Shares
    -- Assuming complete redemption at end of period.......................    $ 71          $94          $ 130          $219
    -- Assuming no redemption..............................................    $ 21          $64          $ 110          $219
</TABLE>
    
   
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)
    
  The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum front-end
sales charge permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
   
  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>   106
<TABLE>
THE FUND'S FINANCIAL HIGHLIGHTS
   
  The information in the following table of financial highlights for each of the
periods ended March 31, 1994, and prior, 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 September 30, 1994 are unaudited. Further information about the
performance of the Class A shares 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. No information is presented for Class B shares since no Class B
shares were outstanding during the periods presented.
    
  Selected data for Class A shares is as follows:
   
<CAPTION>
                                  SIX MONTHS
                                     ENDED                                                                               PERIOD
                                 SEPTEMBER 30,                           YEAR ENDED MARCH 31,                             ENDED
                                    1994(2)       ------------------------------------------------------------------    MARCH 31,
                                  (UNAUDITED)      1994      1993      1992      1991      1990      1989      1988      1987(1)
                                 -------------    ------    ------    ------    ------    ------    ------    ------    ---------
<S>                                  <C>          <C>       <C>       <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......................       $ 9.68       $10.23    $ 9.84    $ 9.62    $ 9.45    $ 9.38    $ 9.69    $ 9.83      $10.00
INCOME FROM INVESTMENT
  OPERATIONS
Net investment income.........         0.31         0.63      0.57      0.70      0.78      0.86      0.79      0.79        0.36
Net realized and unrealized
  gain (loss) on
  investments.................        (0.41)       (0.54)     0.40      0.23      0.17      0.08     (0.32)    (0.14)      (0.17)
                                     ------       ------    ------    ------    ------    ------    ------    ------      ------
Total from Investment
  Operations..................        (0.10)        0.09      0.97      0.93      0.95      0.94      0.47      0.65        0.19
LESS DISTRIBUTIONS
Dividends from net investment
  income......................        (0.31)       (0.64)    (0.58)    (0.71)    (0.78)    (0.87)    (0.78)    (0.79)      (0.36)
                                     ------       ------    ------    ------    ------    ------    ------    ------      ------
Net asset value, end of
  period......................       $(9.27)      $ 9.68    $10.23    $ 9.84    $ 9.62    $ 9.45    $ 9.38    $ 9.69      $ 9.83
                                     ======       ======    ======    ======    ======    ======    ======    ======     =======
TOTAL RETURN*.................        (1.01)%       0.73%    10.13%     9.89%    10.47%    10.32%     5.06%     7.03%       1.91%
                                     ======       ======    ======    ======    ======    ======    ======    ======     =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average
  net assets..................         0.84%        2.04%     3.25%     4.01%     2.63%     1.96%     1.39%     5.30%       3.34%
Ratio of expense reduction to
  average net assets..........        (0.19)%      (0.74)    (2.80)%   (3.50)%   (2.03)%   (1.44)%   (1.00)%   (5.30)%     (3.23)%
                                     ------       ------    ------    ------    ------    ------    ------    ------      ------
Ratio of net expenses to
  average net assets..........         0.65%        1.30%     0.45%     0.51%     0.60%     0.52%     0.39%     0.00%       0.11%
                                     ======       ======    ======    ======    ======    ======    ======    ======     =======
Ratio of net investment income
  to average net assets.......         3.30%        6.08%     5.64%     7.12%     8.41%     9.16%     8.27%     8.46%       3.60%
Portfolio turnover............           65%          89%       73%      169%       97%       19%      535%      384%        118%
Net Assets, end of period (in
  thousands)..................       $9,241       $9,740    $1,494    $1,414    $1,537    $2,655    $7,341    $1,552      $  507
    
<FN> 
- ---------------
   
(1) Financial highlights are for the period from November 3, 1986 (the date of
    the Fund's initial offering of shares to the public) to March 31, 1987 and
    have not been annualized.
    
   
(2) Financial highlights, including total return, have not been annualized.
    
   
 *  Total return does not include the effect of the initial sales charge for
    Class A Shares.
    
</TABLE>
                                        3
<PAGE>   107
 
INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to achieve a high level of current
income, consistent with preservation of capital and maintenance of liquidity.
The Fund seeks to achieve its investment objective by investing in debt
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities ("U.S. Government securities") whose dollar-weighted average
portfolio maturity or average life (under normal market conditions) is between
one and ten years. Because of the uncertainty inherent in all investments, no
assurance can be given that the Fund will achieve its investment objective. The
Fund has undertaken that it (i) will maintain an overall portfolio maturity of
not less than three years and (ii) will not alter such undertaking without first
approving a change in the name of the Fund which deletes the descriptive term
"Intermediate" from the resulting name. U.S. Government securities consist of
the following:
 
- -------------------------------------------------------------------------------
                   THE FUND SEEKS TO PROVIDE A HIGH LEVEL OF
                   CURRENT INCOME CONSISTENT WITH
                   PRESERVATION OF CAPITAL AND MAINTENANCE OF
                   LIQUIDITY.
- -------------------------------------------------------------------------------
 
1. U.S. Treasury obligations, which differ only in their interest rates,
   maturities and times of issuance, including U.S. Treasury bills (maturity of
   one year or less), U.S. Treasury notes (maturity of one to ten years), and
   U.S. Treasury bonds (generally maturities greater than ten years); and
 
2. Obligations issued or guaranteed by the U.S. Government, its agencies or
   instrumentalities which are supported by: (i) the full faith and credit of
   the U.S. Government (e.g., securities issued by the Government National
   Mortgage Association ("GNMA")); (ii) the right of the issuer to borrow an
   amount limited to a specific line of credit from the U.S. Government (e.g.,
   securities of the Federal Home Loan Bank Board); or (iii) the credit of the
   instrumentality (e.g., bonds issued by the Federal National Mortgage
   Association ("FNMA")).
 
While, as a non-fundamental investment policy, the Fund may invest in any of the
foregoing obligations, it is currently anticipated that a substantial portion of
the Fund's assets will be invested in mortgage pass-through securities set forth
in (2) above. Mortgage-backed securities derive their value from an underlying
investment structure and accordingly are known as "derivatives." Derivatives
(such as stripped mortgage-backed securities) involve substantial risk including
higher price volatility and the possible lack of a readily available market.
Types of mortgage-backed securities include securities issued or guaranteed by
GNMA, FNMA, and the Federal Home Loan Mortgage Corporation ("FHLMC"). Although
these mortgage-backed securities are guaranteed or issued by U.S. Government
agencies or instrumentalities, FNMA and FHLMC securities are not backed by the
"full faith and credit" of the U.S. Government. In such cases, the Fund must
look principally to the agency issuing or guaranteeing the security for ultimate
payment. Mortgage pass-through securities are securities representing interest
in "pools" of mortgage loans. Monthly payments of interest and principal by the
individual borrowers on mortgages are passed through to the holders of the
securities (net of fees paid to the issuer or guarantor of the securities) as
the mortgages in the underlying mortgage pools are paid off. The average lives
of the mortgage pass-through securities are variable when issued because their
average lives depend on prepayment rates. The average life of these securities
is likely to be substantially shorter than their stated final maturity as a
result of unscheduled principal
 
                                        4
<PAGE>   108
 

prepayments. Prepayments on underlying mortgages result in a loss of anticipated
interest, and all or part of a premium, if any has been paid, and the actual
yield (or total return) to the Fund may be different than the quoted yield on
the securities. Mortgage prepayments generally increase with declining interest
rates and decrease with rising interest rates. Like other fixed income
securities, when interest rates rise the value of a mortgage pass-through
security generally will decline; however, when interest rates are declining, the
value of mortgage pass-through securities with prepayment features may not
increase as much as that of other fixed income securities. In cases where U.S.
Government support of agencies or instrumentalities is discretionary, no
assurance can be given that the U.S. Government will provide financial support,
since it is not legally obligated to do so.
 
   
STRIPPED MORTGAGE-BACKED SECURITIES
    
   
The Fund may acquire stripped mortgage-backed securities ("SMBS") which are
issued and guaranteed by U.S. Government agencies or instrumentalities. For
example, Class 1 and Class 2 stripped mortgage-backed securities ("SMBS
Certificates") are issued by the FNMA. Since Class 1 Certificates generally
benefit from declining interest rates and Class 2 Certificates generally benefit
from rising interest rates, these securities can provide an effective way to
stabilize portfolio value. SMBS Certificates represent beneficial interests in
principal distributions and interest distributions on certain FNMA guaranteed
mortgage pass-through certificates which represent all or part of the beneficial
interests in pools of first lien, single family (one-to-four family residential
property), fixed-rate residential mortgage loans. The original principal amount
of each SMBS Class 1 Certificate represents the amount payable over the life of
the Certificate from principal distributions on the underlying mortgage-backed
securities held by FNMA in its capacity as Trustee of the SMBS trust. Interest
distributions allocable to the SMBS Class 2 Certificates consist of interest at
the pass-through rate specified on the aggregate amount thereof which will
always be equal to the aggregate outstanding principal amount of each associated
issue of SMBS Class 1 Certificates.
    
 
COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTI-CLASS PASS-THROUGH SECURITIES

The Fund may invest a portion of its assets in collateralized mortgage
obligations or "CMOs," which are debt obligations collateralized by mortgage
loans or mortgage pass-through securities (such collateral collectively herein
referred to as "Mortgage Assets"). Mortgage Assets underlying CMOs purchased by
the Fund must be U.S. Government securities. The Fund may also invest a portion
of its assets in multi-class pass-through securities which are issued or
guaranteed by the U.S. Government, its agencies, authorities or
instrumentalities. Unless the context indicates otherwise, all references herein
to CMOs include multi-class pass-through securities. Payments of principal and
interest on the Mortgage Assets, and any reinvestment income thereon, provide
the funds to pay debt service on the CMOs or make scheduled distributions on the
multi-class pass-through securities.
 
                                        5
<PAGE>   109
 
In a CMO, a series of bonds or certificates is usually issued in multiple
classes with different maturities. Each class of CMO, often referred to as a
"tranche," is issued at a specific fixed or floating coupon rate and has a
stated maturity or final distribution date. Principal prepayments on the
Mortgage Assets may cause the CMOs to be retired substantially earlier than
their stated maturities or final distribution dates, resulting in a loss of all
or part of the premium, if any has been paid.
 
In addition to the risks associated with prepayments previously described,
prepayment on the Mortgage Assets can be expected to accelerate during periods
of declining interest rates and thus impair the Fund's ability to reinvest the
proceeds in securities with comparable yields. In addition, the U.S. Government
guarantee as to payment of principal and interest of the Fund's U.S. Government
mortgage-backed securities, (which does not extend to the Fund's other asset-
backed securities), does not extend to the value or yield of such securities or
of the Fund's shares of beneficial interest. SMBS Certificates involve risks in
addition to those associated with regular mortgage-backed securities. A rate of
principal payments on the underlying mortgage loans slower than the rate
anticipated by an investor in calculating the initial yield to maturity on an
SMBS Certificate, which could result from stable or rising interest rates (which
would tend to reduce the market value of the Certificate), will, by delaying the
distribution of principal, reduce the yield to maturity on SMBS Class 1
Certificates (principal) purchased at a discount from their original principal
amount and increase the yield to maturity on SMBS Class 2 Certificates (income).
Payments of principal on the underlying mortgage loans at rates faster than the
rate anticipated by investors, which could result from falling interest rates or
from transfers of the underlying property, will, conversely, accelerate
distributions of principal and thereby reduce the yield to maturity on SMBS
Class 2 Certificates (income) and increase the yield to maturity on SMBS Class 1
Certificates (principal). Sufficiently high prepayment rates could result in
purchasers of SMBS Class 2 Certificates (income) not recovering the full amount
of their initial investment. Yields on SMBS Certificates will be extremely
sensitive to actual or anticipated prepayment experienced on the underlying
mortgage loans and significant fluctuations in interest rates may result in
major fluctuations in the market value of such Certificates.
 
   
The investment techniques and various policies the Fund may employ in seeking to
achieve its investment objective, such as lending portfolio securities,
securities transactions subject to delayed settlement, options and futures
transactions, mortgage "dollar roll" transactions, or repurchase and reverse
repurchase agreements, may involve a greater degree of risk than those inherent
in more conservative investment approaches. As a non-fundamental investment
policy, the Fund will at all times invest at least 80% of its total assets in
U.S. Government securities. This will serve to limit the Fund's investments in
these investment techniques, in the aggregate, to not more than 20% of the
Fund's total assets. The Fund will limit its investments in stripped
mortgage-backed securities to 10% of its total assets. While the Fund is
permitted to invest up to 100% of its net assets in other derivative securities,
it does not expect to invest substantially in derivative
    
 
                                        6
<PAGE>   110
   
securities. See "Investments, Techniques and Risk Factors" for a discussion of
these techniques and their associated risks.
    
 
   
The Fund's rate of return fluctuates, as does its net asset value per share.
These fluctuations depend largely on changes in the general level of interest
rates. An increase in interest rates will tend to reduce the market values of
securities in which the Fund invests and, therefore, the Fund's net asset value;
whereas a decline in interest rates will tend to increase their values. The Fund
will seek to reduce risks associated with changes in interest rates through its
transactions in options and futures contracts. However, this technique will not
eliminate such risks and will result in transaction costs to the Fund.
    
 
   
The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental. The Fund's investment objective and fundamental policies (such as
the policy concerning the securities in which the Fund may invest as described
above) and restrictions may not be changed without the approval of the Fund's
shareholders. The Fund's non-fundamental investment policies and restrictions,
however, may be changed by a vote of the Trustees without shareholder approval.
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 non-interested 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.
- -------------------------------------------------------------------------------
 
   
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, the Fund's investment adviser, 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 a diversified series of the Trust, an open-end management investment
company organized as a Massachusetts business trust. The Trust has six series of
shares, one of which is the Fund. 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 Trustees have
authorized the issuance of two classes of the Fund, designated Class A and Class
B. The shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting, redemption,
dividends and liquidation. However, each class bears different distribution and
transfer agent fees and other expenses. Also, Class A and Class B shareholders
have exclusive voting rights with respect to their distribution plans. The Trust
is not required to and does 
    
- -------------------------------------------------------------------------------
   
                   THE BOARD OF TRUSTEES ELECTS OFFICERS AND
                   RETAINS THE INVESTMENT ADVISER WHO IS
                   RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
                   OF THE FUND, SUBJECT TO THE BOARD OF
                   TRUSTEES' POLICIES AND SUPERVISION.
    
- -------------------------------------------------------------------------------

                                        7
<PAGE>   111
   
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 Trust, under
certain circumstances, will assist in shareholder communications with other
shareholders.
     
   
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 which have arrangements with John Hancock Funds ("Selling
Brokers"). Certain Trust officers are also officers of the Adviser and John
Hancock Funds.
    
- -------------------------------------------------------------------------------
   
                   JOHN HANCOCK ADVISERS, INC. ADVISES
                   INVESTMENT COMPANIES HAVING AN AGGREGATE
                   NET ASSET VALUE OF MORE THAN $13 BILLION.
    
- -------------------------------------------------------------------------------
   
All investment decisions are made by a committee and no single person is
primarily responsible for making recommendations to the committee.
    
   
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.
    
    
ALTERNATIVE PURCHASE ARRANGEMENTS
You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.
     
- -------------------------------------------------------------------------------
   
                   AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO
                   CHOOSE THE METHOD OF PAYMENT THAT IS BEST
                   FOR YOU.
    
- -------------------------------------------------------------------------------
    
CLASS A SHARES.  If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."
     
- -------------------------------------------------------------------------------
   
                   INVESTMENTS IN CLASS A SHARES ARE SUBJECT
                   TO AN INITIAL SALES CHARGE.
    
- -------------------------------------------------------------------------------
    
CLASS B SHARES.  You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
six years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined 
    
- -------------------------------------------------------------------------------
   
                   INVESTMENTS IN CLASS B SHARES ARE SUBJECT
                   TO A CONTINGENT DEFERRED SALES CHARGE.
    
- -------------------------------------------------------------------------------
 
                                        8
<PAGE>   112
   
annual rate of up to 1.00% of the Fund's average daily net assets attributable
to the Class B shares. Investing in Class B shares permits all of your
dollars to work from the time you make your investment, but the higher ongoing
distribution fee will cause these shares to have higher expenses than those of
Class A shares. To the extent that any dividends are paid by the Fund, these
higher expenses will also result in lower dividends than those paid on Class A
shares.
     
   
Class B shares are not available for full-service defined contribution plans
administered by Investor Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.
    
 
   
FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE
    
    
The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower expenses.
To help you make this determination, the table under the caption "Expense
Information" on the inside cover page of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial if you qualify for reduced sales charges. See "Share
Price -- Qualifying for a Reduced Sales Charge."
     
- -------------------------------------------------------------------------------
   
                   YOU SHOULD CONSIDER WHICH CLASS OF SHARES
                   WOULD BE MORE BENEFICIAL TO YOU.
    
- -------------------------------------------------------------------------------
    
Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid. However, because initial sales charges are deducted at the time of
purchase, you would not have all of your funds invested initially and,
therefore, would initially own fewer shares. If you do not qualify for reduced
initial sales charges and expect to maintain your investment for an extended
period of time, you might consider purchasing Class A shares. This is because
the accumulated distribution and service charges on Class B shares may exceed
the initial sales charge and accumulated distribution and service charges on
Class A shares during the life of your investment.
    
    
Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you will
be subject to higher distribution and service fees and, for a six-year period, a
CDSC.
     
   
In the case of Class A shares, the distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and ongoing distribution and service fees. In the
case of Class B shares, the expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as from the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A shares' initial sales charge and ongoing distribution and service
fees. Sales
    
 
                                        9
<PAGE>   113
   
personnel distributing the Fund's shares may receive different compensation for
selling each class of shares.
    
   
Dividends, if any, on Class A and Class B shares will be calculated in the same
manner, at the same time and on the same day. They also will be in the same
amount, except for differences resulting from each class bearing only its own
distribution and service fees, shareholder meeting expenses and any incremental
transfer agency costs. See "Dividends and Taxes."
    
   
THE FUND'S EXPENSES
    
   
For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser which is equal on an annual basis to 0.50% of the Fund's average
daily net assets. During the Fund's fiscal year ended March 31, 1994, the Fund's
former investment adviser waived the entire amount of its advisory fee.
    
   
The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. In each case, up to 0.25% for Class A and Class B shares is
for service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.
    
- -------------------------------------------------------------------------------
   
                   THE FUND PAYS DISTRIBUTION AND SERVICE
                   FEES FOR MARKETING AND SALES-RELATED
                   SHAREHOLDER SERVICING.
    
- -------------------------------------------------------------------------------
   
In the event John Hancock Funds is not fully reimbursed for payments it makes
or expenses it incurs under the Class A Plan, these expenses will not be
carried beyond one year from the date they were incurred. Unreimbursed expenses
under the Class B Plan will be carried forward together with interest on the
balance of these unreimbursed expenses. No Class B shares of the Fund were
outstanding during the fiscal year ended March 31, 1994.
    
   
The Adviser has voluntarily and temporarily agreed to limit the Fund's aggregate
operating expenses and not to impose its advisory fee to the extent necessary to
limit the total of the advisory fee and aggregate operating expenses of the Fund
(including transfer agent fees and fees payable by the Fund under a Rule 12b-1
plan) to 1.30% and 2.05% of the average net assets attributable to the Class A
and Class B shares, respectively.
    
 
                                       10
<PAGE>   114
   
Information on the Fund's total expenses appears in the Financial Highlights
section of this Prospectus.
     
DIVIDENDS AND TAXES
   
DIVIDENDS.  The Fund generally declares daily and distributes monthly dividends
representing all or substantially all of its net investment income. The Fund
will distribute net realized long-term and short-term capital gains, if any, at
least annually.
    
 
- -------------------------------------------------------------------------------
   
                   THE FUND GENERALLY DECLARES DIVIDENDS
                   DAILY AND DISTRIBUTES THEM MONTHLY.
    
- -------------------------------------------------------------------------------
    
Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividends on these shares will be lower than those on the Class A
shares. See "Share Price."
     
   
TAXATION.  Dividends from the Fund's net investment income and net short-term
capital gains are taxable to you as ordinary income and dividends from the
Fund's net long-term capital gains are taxable as long-term capital gains. These
dividends are taxable whether you take them in cash or reinvest in additional
shares. Certain dividends may be paid in January of a given year but may be
taxable as if you received them the previous December.
    
    
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to Federal income tax on any net investment income or net realized
capital gains that are distributed to its shareholders within the time period
prescribed by the Code. When you redeem (sell) or exchange shares, you may
realize a taxable gain or loss.
     
   
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 and the proceeds of
redemptions or exchanges.
    
    
In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund.
Non-U.S. shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. 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. You should consult
your tax adviser for specific tax advice.
    
 
                                       11
<PAGE>   115
 
PERFORMANCE
   
Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the maximum
offering price per share on the last day of that period. Yield is also
calculated according to accounting methods that are standardized for all stock
and bond funds. Because yield accounting methods differ from the methods used
for other accounting purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements.
    
 
- -------------------------------------------------------------------------------
   
                   THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
                   RETURN.
    
- -------------------------------------------------------------------------------
    
The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return divided over the
number of years included in the period. Because average annual total return
tends to smooth out variations in the Fund's performance, you should recognize
that it is not the same as actual year-to-year results.
     
   
Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with respect to each class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund will include the total return of Class A
and Class B shares in any advertisement or promotional materials including Fund
performance data. The value of Fund shares, when redeemed, may be more or less
than their original cost. Both yield and total return are historical
calculations and are not an indication of future performance. See "Factors to
Consider in Choosing an Alternative."
    
 
                                       12
<PAGE>   116
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
   
<TABLE>
<S> <C>           <C>  <C>                                                            
    The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
    group investments and retirement plans). Complete the Account Application attached
    to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
    If you do not specify which class of shares you are purchasing, Investor Services
    will assume that you are investing in Class A shares.
    
- -------------------------------------------------------------------------------
                   OPENING AN ACCOUNT
   
- ---------------------------------------------------------------------------------
    BY CHECK      1.   Make your check payable to John Hancock Investor Services
                       Corporation ("Investor Services"), 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 Intermediate Government Trust
                           Class A or Class B shares
                           Your Account Number
                           Name(s) under which account is registered
                  3.   Deliver the completed application to your registered
                       representative or Selling Broker or mail it directly to
                       Investor Services.
- ---------------------------------------------------------------------------------
    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.
    
- -------------------------------------------------------------------------------
   
                   BUYING ADDITIONAL CLASS A AND CLASS B
                   SHARES
    
- -------------------------------------------------------------------------------
   
    PROGRAM
    (MAAP)        2.   The amount you elect to invest will be automatically withdrawn
                       from your bank or credit union account.
- ---------------------------------------------------------------------------------
    BY TELEPHONE  1.   Complete the "Invest-By-Phone" and "Bank Information" sections
                       on the Account Privileges Application designating a bank
                       account from which 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 Class A or Class B 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, the class of shares
                       you own, your account number, and the amount you wish to invest.
                  4.   Your investment normally will be credited to your account the
                       business day following your phone request.

    
- ---------------------------------------------------------------------------------
</TABLE>
 
                                       13
<PAGE>   117
- --------------------------------------------------------------------------------
   
<TABLE>
<S> <C>           <C>  <C>                                                            
    BY CHECK      1.   Either complete the detachable stub included on your account
                       statement or include a note with your investment listing the
                       name of the Fund, the class of shares you own, your account
                       number and the name(s) in which the account is registered.
    
- -------------------------------------------------------------------------------
   
                   BUYING ADDITIONAL CLASS A AND CLASS B
                   SHARES (CONTINUED)
    
- -------------------------------------------------------------------------------
   
                  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 Intermediate Government Trust
                           Class A or Class B shares
                           Your Account Number
                           Name(s) under which account is registered
- ---------------------------------------------------------------------------------
    Other Requirements: All purchases must be made in U.S. dollars. Checks written on
    foreign banks will delay purchases until U.S. funds are received, and a collection
    charge may be imposed. Shares of the Fund are priced at the offering price based
    on the net asset value computed after 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
    unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</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 net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Trustees. Short-term debt investments
maturing within 60 days are valued at amortized cost, which the Trustees have
determined approximates market value. The NAV is calculated once daily as of the
close of regular trading on the New York Stock Exchange (generally at 4:00 p.m.,
New York time) on each day that the Exchange is open.
    
   
- -------------------------------------------------------------------------------
    
   
                   THE OFFERING PRICE OF YOUR SHARES IS THEIR
                   NET ASSET VALUE PLUS A SALES CHARGE, IF
                   APPLICABLE, WHICH WILL VARY WITH THE
                   PURCHASE ALTERNATIVE YOU CHOOSE.
    
- -------------------------------------------------------------------------------
 
   
Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock Funds.
If you buy shares of the Fund through a Selling Broker, the Selling Broker must
receive your investment before the close of regular trading on the New York
Stock
    
 
                                       14
<PAGE>   118
   
Exchange and transmit it to John Hancock Funds before its close of business to
receive that day's offering price.
    
   
<TABLE>
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES.  The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:
 
<CAPTION>
                                                             COMBINED
                                       SALES CHARGE AS     REALLOWANCE          REALLOWANCE TO
                      SALES CHARGE AS  A PERCENTAGE OF  AND SERVICE FEE AS    SELLING BROKERS AS
    AMOUNT INVESTED   A PERCENTAGE OF   THE AMOUNT       A PERCENTAGE OF       A PERCENTAGE OF
   (INCLUDING SALES   OFFERING PRICE    INVESTED        OFFERING PRICE(+)    THE OFFERING PRICE(*)
        CHARGE)
   ----------------   ---------------  --------------   ------------------   ---------------------
<S>                       <C>             <C>                <C>                    <C>
Less than $100,000        4.50%           4.71%              4.00%                  3.76%
$100,000 to $249,999      3.75%           3.90%              3.25%                  3.01%
$250,000 to $499,999      2.75%           2.83%              2.30%                  2.06%
$500,000 to $999,999      2.00%           2.04%              1.75%                  1.51%
$1,000,000 and over       0.00%(**)       0.00%(**)         (***)                   0.00%(***)
    
<FN> 
   
  (*) Upon notice to Selling Brokers with whom it has sales agreements, John
      Hancock Funds may reallow an amount up to the full applicable sales
      charge. In addition to the reallowance allowed to all Selling Brokers,
      John Hancock Funds will pay the following: round trip airfare to a resort
      will be offered to each registered representative of a Selling Broker (if
      the Selling Broker has agreed to participate) who sells certain amounts of
      shares of John Hancock Funds. John Hancock Funds will make these incentive
      payments out of its own resources. A Selling Broker to whom substantially
      the entire sales charge is reallowed or who receives these incentives may
      be deemed to be an underwriter under the Securities Act of 1933. Other
      than distribution and service fees, the Fund does not bear distribution
      expenses.
    
   
 (**) No sales charge is payable at the time of purchase of Class A shares of $1
      million or more, but a CDSC may be imposed in the event of certain
      redemption transactions within one year of purchase.
    
    
(***) John Hancock Funds may pay a commission and the first year's service fee
      (as described in (+) below) to Selling Brokers who initiate and are
      responsible for purchases of Class A shares of $1 million or more in
      aggregate as follows: 1% on sales to $4,999,999, 0.50% on the next $5
      million and 0.25% on $10 million and over.
    
    
  (+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
      year's service fee in advance in an amount equal to 0.25% of the net
      assets invested in the Fund at the time of the sale. Thereafter, it pays
      the service fee periodically in arrears in an amount up to 0.25% of the
      Fund's average annual net assets. Selling Brokers receive the fee as
      compensation for providing personal and account maintenance services to
      shareholders.
</TABLE>
    
   
Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.
    
    
In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.
    
 
                                       15
<PAGE>   119
   
Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."
    
    
<TABLE>
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES.  Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:
 
<CAPTION>
      AMOUNT INVESTED                                                     CDSC RATE
      ---------------                                                     ---------
<S>                                                                         <C>
$1 million to $4,999,999................................................    1.00%
Next $5 million to $9,999,999...........................................    0.50%
Amounts of $10 million and over.........................................    0.25%
</TABLE>
     
   
Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994, and participant directed defined
contribution plans with at least 100 eligible employees at the inception of the
Fund account may purchase Class A shares with no initial sales charge. However,
if the shares are redeemed within 12 months after the end of the calendar year
in which the purchase was made, a CDSC will be imposed at the above rate.
    
   
The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
shares.
    
   
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
Therefore, it will be assumed that the redemption is first made from any shares
in your account that are not subject to the CDSC. The CDSC is waived on
redemptions in certain circumstances. See "Waiver of Contingent Deferred Sales
Charges" below.
    
   
QUALIFYING FOR A REDUCED SALES CHARGE.  If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares of
the John Hancock funds in meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:
    
- -------------------------------------------------------------------------------
   
                   YOU MAY QUALIFY FOR
                   A REDUCED SALES CHARGE
                   ON YOUR INVESTMENT IN
                   CLASS A SHARES.
    
- -------------------------------------------------------------------------------
    
1. Your current purchase of Class A shares of the Fund.
    
    
2. The net asset value (at the close of business on the previous day) of (a) all
   Class A shares of the Fund you hold, and (b) all Class A shares of any other
   John Hancock funds you hold; and
    
                                       16
<PAGE>   120
    
3. The net asset value of all shares held by another shareholder eligible to
   combine his or her holdings with you into a single "purchase."
     
EXAMPLE:
   
If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $80,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 3.75% and not 4.50% (the
rate that would otherwise be applicable to investments of less than $100,000.
See "Initial Sales Charge Alternative -- Class A Shares.")
    
   
If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:
    
   
- - A Trustee or officer of the Fund; a Director or officer of the Adviser and its
  affiliates or Selling Brokers; employees or sales representatives of any of
  the foregoing; retired officers, employees or Directors of any of the
  foregoing; a member of the immediate family of any of the foregoing; or any
  fund, pension, profit sharing or other benefit plan for the individuals
  described above.
    
 
- -------------------------------------------------------------------------------
   
                   CLASS A SHARES MAY BE AVAILABLE WITHOUT A
                   SALES CHARGE TO CERTAIN INDIVIDUALS AND
                   ORGANIZATIONS.
    
- -------------------------------------------------------------------------------
    
- - Any state, county, city or any instrumentality, department, authority, or
  agency of these entities that is prohibited by applicable investment laws from
  paying a sales charge or commission when it purchases shares of any registered
  investment management company.*
    
    
- - A bank, trust company, credit union, savings institution or other type of
  depository institution, its trust departments or common trust funds if it is
  purchasing $1 million or more for non-discretionary customers or accounts.*
    
   
- - A broker, dealer or registered investment adviser that has entered into an
  agreement with John Hancock Funds providing specifically for the use of Fund
  shares in fee-based investment products made available to its clients.
    
   
- - A former participant in an employee benefit plan with John Hancock Funds, when
  he/she withdraws from his/her plan and transfers any or all of his/her plan
  distributions directly to the Fund.
    
- ---------------
   
* For investments made under these provisions, John Hancock Funds may make a
  payment out of its own resources to the Selling Broker in an amount not to
  exceed 0.25% of the amount invested.
    
    
Class A shares of the Fund may be purchased without an initial sales charge in
connection with certain liquidation, merger or acquisition transactions
involving other investment companies or personal holding companies.
    
    
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES.  Class B shares
are offered at net asset value per share without a sales charge so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within six years of purchase will be subject to a CDSC
at the rates set forth below. This charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on increases
in account
    
                                       17
<PAGE>   121
 
value above the initial purchase price, including shares derived from dividend
reinvestment.
[/R] 
   
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the six-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the six-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.
    
 
EXAMPLE:
    
You have purchased 100 shares at $10 per share. The second year after your
purchase, your investment's net asset value per share has increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment. If
you redeem 50 shares at this time, your CDSC will be calculated as follows:
     
    
<TABLE>
<S>                                                                         <C>
- - Proceeds of 50 shares redeemed at $12 per share                           $  600
- - Minus proceeds of 10 shares not subject to CDSC because they were
  acquired through dividend reinvestment (10 X $12)                           -120
- - Minus appreciation on remaining shares, also not subject to CDSC (40 X
  $2)                                                                         - 80
                                                                            ------
- - Amount subject to CDSC                                                    $  400
</TABLE>
     
    
Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.
     
    
The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for the purposes of determining this holding period, any payments you make
during the month will be aggregated and deemed to have been made on the last day
of the month.
    
    
<TABLE>
<CAPTION>                     
    YEAR IN WHICH
   CLASS B SHARES                                         CONTINGENT DEFERRED SALES
  REDEEMED FOLLOWING                                      CHARGE AS A PERCENTAGE OF
      PURCHASE                                          DOLLAR AMOUNT SUBJECT TO CDSC
  ------------------                                    -----------------------------
<S>                                                                 <C>
First                                                               5.0%
Second                                                              4.0%
Third                                                               3.0%
Fourth                                                              3.0%
Fifth                                                               2.0%
Sixth                                                               1.0%
Seventh and thereafter                                              None
</TABLE>
     
    
A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and
     
                                       18
<PAGE>   122
   
account maintenance services to shareholders during the twelve months following
the sale, and thereafter the service fee is paid in arrears.
    
    
WAIVER OF CONTINGENT DEFERRED SALES CHARGES.  The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:

    
   
- - Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
  "How to Redeem Shares"), as long as your annual redemptions do not exceed 10%
  of your account value at the time you establish your Systematic Withdrawal
  Plan and 10% of the value of your subsequent investments (less redemptions) in
  that account at the time you notify Investor Services. This waiver does not
  apply to Systematic Withdrawal Plan redemptions of Class A shares that are
  subject to a CDSC.
    
  -----------------------------------------------------------------------
   
  UNDER CERTAIN CIRCUMSTANCES, THE
  CDSC ON CLASS B AND
  CERTAIN CLASS A SHARE REDEMPTIONS WILL BE WAIVED.
    
  -----------------------------------------------------------------------
   
- - Redemptions made to effect distributions from an Individual Retirement Account
  either before or after age 59 1/2, as long as the distributions are based on
  the life expectancy or the joint-and-last survivor life expectancy of you and
  your beneficiary. These distributions must be free from penalty under the
  Code.
    
    
- - Redemptions made to effect mandatory distributions under the Code after age
  70 1/2 from a tax-deferred retirement plan.
    
    
- - Redemptions made to effect distributions to participants or beneficiaries from
  certain employer-sponsored retirement plans including those qualified under
  Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
  Code and deferred compensation plans under Section 457 of the Code. The waiver
  also applies to certain returns of excess contributions made to these plans.
  In all cases, the distributions must be free from penalty under the Code.
    
    
- - Redemptions due to death or disability.
    
    
- - Redemptions made under the Reinvestment Privilege, as described in "Additional
  Services and Programs" of this Prospectus.
    
    
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
  have less than $100 invested in the Fund.
    
    
- - Redemptions made in connection with certain liquidation, merger or acquisition
  transactions involving other investment companies or personal holding
  companies.
    
    
- - Redemptions from certain IRA and retirement plans that purchased shares prior
  to October 1, 1992.
    
    
If you qualify for a CDSC waiver under one of these situations, you must notify
Investor Services either directly or through your Selling Broker at the time you
make your redemption. The waiver will be granted once Investor Services has
confirmed that you are entitled to the waiver.
    
   
CONVERSION OF CLASS B SHARES.  Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares
automatically. This will occur no later than the month following eight years
after
    
 
                                       19
<PAGE>   123
   
the shares were purchased, and will result in lower annual distribution fees. If
you exchanged Class B shares into the Fund from another John Hancock fund, the
calculation will be based on the time you purchased the shares in the original
fund. The Fund has been advised that the conversion of Class B shares to Class A
shares should not be taxable for Federal income tax purposes and should not
change a shareholder's tax basis or tax holding period for the converted shares.
     
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, less any applicable CDSC. 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. When you redeem your shares, you may realize a taxable gain or
loss depending usually on the difference between what you paid for them and what
you receive for them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to seven days or
longer, as permitted by Federal securities laws.
<TABLE>
- --------------------------------------------------------------------------------
<S> <C>                  <C>                                                        
    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) and
                         address shown on the account.
    
   
                         If reasonable procedures, such as those described above,
                         are not followed, the Fund may be liable for any loss due
                         to unauthorized or fraudulent telephone instructions. In
                         all other cases, neither the Fund nor 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>
    
<PAGE>   124
   
<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 collectable 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
                         attached to the Prospectus.
    
- ---------------------------------------------------------------------------------
   
    IN WRITING           Send a stock power or "letter of instruction" specifying
                         the name of the Fund, the dollar amount or the number of
                         shares to be redeemed, your name, class of shares, your
                         account number and the additional requirements listed below
                         that apply to your particular account.
- ---------------------------------------------------------------------------------
<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.
    
- ---------------------------------------------------------------------------------
   
    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>
    
- -------------------------------------------------------------------------------
   
                   WHO MAY GUARANTEE YOUR SIGNATURE.
    
- -------------------------------------------------------------------------------
 
                                       21
<PAGE>   125
   
<TABLE>
<S> <C>            <C>                                         
- ---------------------------------------------------------------------------------
    THROUGH YOUR BROKER.  Your broker may be able to initiate the redemption.
    Contact your broker for instructions.
    
- -------------------------------------------------------------------------------
   
                   ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
    
- -------------------------------------------------------------------------------
   
- ---------------------------------------------------------------------------------
    If you have certificates for your shares, you must submit them with your stock
    power or a letter of instructions. Unless you specify to the contrary, any
    outstanding Class A shares will be redeemed before Class B shares. You may not
    redeem certificated shares by telephone.

    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 $100 (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. No CDSC will be imposed on involuntary redemptions of shares.

    Shareholders will be notified before these redemptions are to be made or this
    fee is imposed and will have 30 days to purchase additional shares to bring
    their account 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 each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.
    
- -------------------------------------------------------------------------------
   
                   YOU MAY EXCHANGE SHARES OF THE FUND ONLY
                   FOR SHARES OF THE SAME CLASS OF ANOTHER
                   JOHN HANCOCK FUND.
    
- -------------------------------------------------------------------------------
   
Exchanges between funds with shares that are not subject to a CDSC are based on
their respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class B shares of another John Hancock fund without incurring the CDSC;
however, these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Limited-Term Government Fund and John Hancock Adjustable U.S.
Government Trust will be subject to the initial fund's CDSC). For purposes of
computing the CDSC payable upon redemption of shares acquired in an exchange,
the holding period of the original shares is added to the holding period of the
shares acquired in an exchange. However, if you exchange Class B shares
purchased prior to January 1, 1994 for Class B shares of any other John Hancock
fund, you will be subject to the CDSC schedule in effect on your initial
purchase date.
    
   
You may exchange Class B shares of the Fund into shares of a John Hancock money
market fund at net asset value. However, you will continue to be subject to the
same CDSC upon redemption.
    
                                       22
<PAGE>   126
   
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.
    
    
An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.
    
    
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
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. 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.
    
 
                                       23
<PAGE>   127
   
IN WRITING
 
1. In a letter, request an exchange and list the following:
 
   -- the name and class of the Fund whose shares you currently own
   -- your account number
   -- the name(s) in which the account is registered
   -- the name of the fund in which you wish your exchange to be invested
   -- the number of shares, all shares or 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
     
    
REINVESTMENT PRIVILEGE
     
    
1. You will not be subject to a sales charge on Class A shares reinvested in
   shares of any John Hancock fund that is otherwise subject to a sales charge
   as long as you reinvest within 120 days from the redemption date. If you paid
   a CDSC upon a redemption, you may reinvest at net asset value in the same
   class of shares from which you redeemed within 120 days. Your account will be
   credited with the amount of the CDSC previously charged, and the reinvested
   shares will continue to be subject to a CDSC. For purposes of computing the
   CDSC payable upon a subsequent redemption, the holding period of the shares
   acquired through reinvestment will include the holding period of the redeemed
   shares.
     
   
- -------------------------------------------------------------------------------

    
   
                   IF YOU REDEEM SHARES OF THE FUND, YOU MAY
                   BE ABLE TO REINVEST ALL OR PART OF THE
                   PROCEEDS IN THE FUND OR ANOTHER JOHN
                   HANCOCK FUND WITHOUT PAYING AN ADDITIONAL
                   SALES CHARGE.
    
- -------------------------------------------------------------------------------
[/R] 
   
2. Any portion of your redemption may be reinvested in Fund shares or in shares
   of any of the other John Hancock funds, subject to the minimum investment
   limit of that fund.
     
    
3. To reinvest, you must notify Investor Services in writing. Include the Fund's
   name, the account number and class from which your shares were originally
   redeemed.
     
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.
    
- -------------------------------------------------------------------------------
 
                                       24
<PAGE>   128
   
4. There is no limit on the number of payees you may authorize, but all payments
   must be made at the same time or intervals.
    
    
5. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
   with purchases of additional Class A or Class B shares, because you may be
   subject to initial sales charges on your purchases of Class A shares or to a
   CDSC on your redemptions of Class B shares. In addition, your redemptions are
   taxable events.
    
    
6. 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.
    
    
4. There is no charge to you for this program, and there is no cost to the Fund.
    
    
5. If you have payments being withdrawn from a bank account and we are notified
   that the account has been closed, your withdrawals will be discontinued.
    
    
GROUP INVESTMENT PROGRAM
    
   
1. An individual account will be established for each participant, but the
   initial sales charge for Class A shares will be based on the aggregate dollar
   amount of all participants' investments. To determine how to qualify for this
   program, contact your registered representative or call 1-800-225-5291.
    
- -------------------------------------------------------------------------------
   
                   ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
                   MAY ESTABLISH ACCOUNTS.
    
- -------------------------------------------------------------------------------
    
2. The initial aggregate investment of all participants in the group must be at
   least $250.
    
    
3. There is no additional charge for this program. There is no obligation to
   make investments beyond the minimum, and you may terminate the program 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.
    
 
                                       25
<PAGE>   129
INVESTMENTS, TECHNIQUES AND RISK FACTORS
    
Unless otherwise specified, each of the Fund's investment practices described in
this section and in the Statement of Additional Information is deemed to be a
fundamental policy and may not be changed without shareholder approval.
     
   
LENDING OF SECURITIES AND REPURCHASE AGREEMENTS.  For the purpose of realizing
additional income, the Fund may lend, to broker-dealers or to federally insured
banks or savings and loans, portfolio securities amounting to not more than
33 1/3% of its total assets taken at current value. The Fund may also enter into
repurchase agreements with registered brokers or dealers or with federally
insured banks or savings and loans which are deemed to be creditworthy by the
Adviser.
    
   
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. Securities loaned by the Fund will
remain subject to fluctuations of market value.
    
   
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. The Fund may enter into repurchase agreements only with respect to
U.S. Government securities with maturities of three and one half years or less.
The Fund will not invest in a repurchase agreement maturing in more than seven
(7) days, if such investment, together with any other illiquid securities held
by the Fund (including restricted securities), would exceed 10% of the Fund's
total assets.
    
   
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 rate. Short-term trading of fixed-income
securities should not increase direct transaction costs since fixed-income
securities are normally traded on a principal basis without brokerage
commissions. 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."
    
   
ILLIQUID AND RESTRICTED SECURITIES.  The Fund may invest up to 10% of its total
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, certain over-the-counter options, certain stripped
mortgage-backed securities, certain restricted securities and securities that
are not readily marketable.
    
    
SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT.  The Fund may from time
to time commit to purchase securities for which the normal settlement date
occurs later than the settlement date which is normal for U.S. Treasury
obligations.
     
                                       26
<PAGE>   130
   
In no event, however, will the settlement date occur later than the 29th day
after the trade date. The payment and interest rate received on such securities
are fixed at the time the buyer enters into the commitment. Although the Fund
will only enter into commitments to purchase such securities with the intention
of actually acquiring the securities, the Fund may sell these securities before
the settlement date. Such securities can involve a risk that the yields
available in the market when delivery takes place may be higher than those
obtained in the transaction itself. It is not expected that at any one time more
than 10% of the Fund's assets would be so invested.
    
   
WHEN-ISSUED SECURITIES.  The Fund may purchase securities on a forward or
"when-issued" basis. When the Fund engages in when-issued transactions, it
relies on the seller or the buyer, as the case may be, to consummate the
transaction. Failure to consummate the transaction may result in the Fund's
losing the opportunity to obtain an advantageous price and yield. Although the
Fund is not limited to the amount of government securities for which it has such
commitments, it is expected that under normal circumstances not more than 10% of
the Fund's total assets will be committed to such purchases.
    
   
MORTGAGE "DOLLAR ROLL" TRANSACTIONS.  The Fund may enter into mortgage "dollar
roll" transactions with selected banks and broker-dealers pursuant to which the
Fund sells mortgage-backed securities and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified
future date. The Fund will only enter into covered rolls. A "covered roll" is a
specific type of dollar roll for which there is an offsetting cash position or a
cash equivalent security position which matures on or before the forward
settlement date of the dollar roll transaction.
    
    
REVERSE REPURCHASE AGREEMENTS.  The Fund may enter into reverse repurchase
agreements which involve the sale of a security by the Fund to a bank or
securities firm and its agreement to repurchase the instrument at a specified
time and price plus an agreed amount of interest. The Fund will use the proceeds
to purchase other investments. Reverse repurchase agreements are considered to
be borrowings by the Fund and as an investment practice may be considered
speculative.
    
    
Thus, the Fund will enter into a reverse repurchase agreement only when the
Adviser determines that the interest income to be earned from the investment of
the proceeds is greater than the interest expense of the transaction. To
minimize various risks associated with reverse repurchase agreements, the Fund
will establish and maintain with the Custodian a separate account consisting of
cash or liquid, high grade debt securities in an amount at least equal to the
repurchase prices of the securities (plus any accrued interest thereon) under
such agreements. In addition, the Fund's investment restrictions provide that
the Fund may not enter into reverse repurchase agreements exceeding in the
aggregate 33 1/3% of the value of its total net assets (including for this
purpose other borrowings of the Fund). The Fund will enter into reverse
repurchase agreements only with selected registered broker/dealers or with
federally insured banks or savings and loan associations which are approved in
advance as being creditworthy by the Trustees.
    
 
                                       27
<PAGE>   131
   
Under procedures established by the Trustees, the Adviser will monitor the
creditworthiness of the firms involved.
    
    
INTEREST RATE FUTURES CONTRACTS AND RELATED OPTIONS.  The Fund may purchase and
sell interest rate futures contracts and purchase put and call options thereon
only as a hedge against changes in the general level of interest rates in
accordance with strategies more specifically described below.
    
   
In addition, the Fund may purchase call options and put options on futures
contracts which are traded on a securities exchange or a Board of Trade and
enter into closing transactions with respect to such options to terminate an
existing position. A call option on a futures contract gives the holder the
right to buy and a put option on a future contract gives the holder the right to
sell the underlying futures contract at a specific price (the exercise price)
until the option expires (the expiration date). The price of a call or put
option is called a premium. The writer of an option on a futures contract is
required to deposit initial and variation margin pursuant to requirements
similar to those applicable to futures contracts. Premiums received from the
writing of an option will be included in initial margin. A position in an option
may be terminated by the purchaser prior to expiration by effecting a closing
sale transaction which is the sale of an option of the same series (i.e., the
same exercise price and expiration date) as the option previously purchased. The
premium received by the holder on the closing transaction may be more or less
than the premium paid for the option, resulting in a gain or loss on the
transaction.
    
    
The Fund may hedge up to the full value of its portfolio through the use of
options on futures and the sale of futures; provided, however, that the Fund may
not sell futures contracts or purchase or sell related options if immediately
thereafter the sum of the amount of margin deposits on the Fund's existing
futures and related options positions and the amount of premiums paid for
related options (measured at the time of investment) would exceed 5% of the
Fund's net assets.
    
    
When the Fund purchases a futures contract or a call option on a futures
contract, an amount of cash or U.S. Government securities equal to the market
value of the futures contract will be deposited in a segregated account with the
Fund's custodian to collateralize the position. See "Derivative Securities and
Asset-Backed Securities" above for a discussion of the risks associated with
futures and related options.
    
   
The Trustees may authorize procedures, including numerical limitations, with
regard to such transactions in furtherance of the Fund's investment objective.
Such procedures are not fundamental and may be changed by the Trustees without
the vote of the Fund's shareholders.
    
    
INDEXED SECURITIES.  The Fund may invest in indexed securities. The interest
rate or, in some cases, the principal payable at the maturity of an indexed
security may change positively or inversely in relation to one or more interest
rates, financial indices or other financial indicators ("reference prices"). An
indexed security may be leveraged to the extent that the magnitude of any change
in the interest rate or principal payable on an indexed security is a multiple
of the change in the reference
    
                                       28
<PAGE>   132
   
price. Thus, indexed securities may decline in value due to adverse market
changes in reference prices.
    
    
The indexed securities purchased by the Fund may include interest only ("IO")
and principal only ("PO") securities, floating rate securities linked to the
Cost of Funds Index ("COFI floaters"), other "lagging rate" floating rate
securities, floating rate securities that are subject to a maximum interest rate
("capped floaters"), leveraged floating rate securities ("super floaters"),
leveraged inverse floating rate securities ("inverse floaters"), dual index
floaters and range floaters.
    
   
RISKS OF MORTGAGE-BACKED AND INDEXED SECURITIES.  Different types of derivative
debt securities are subject to different combinations of prepayment, extension,
interest rate and/or other market risks. Conventional mortgage pass-through
securities and sequential pay CMOs are subject to all of these risks, but are
typically not leveraged. Planned amortization class ("PACs") and target
amortization class ("TACs") and other senior classes of sequential and parallel
pay CMOs involve less exposure to prepayment, extension and interest rate risk
than other mortgage-backed securities, provided that prepayment rates remain
within expected prepayment ranges or "collars."
    
    
The risk of early prepayments is the primary risk associated with mortgage IOs,
super floaters and other leveraged floating rate mortgage-backed securities. The
primary risks associated with COFI floaters, other "lagging rate" floaters,
capped floaters, inverse floaters, POs and leveraged inverse IOs are the
potential extension of average life and/or depreciation due to rising interest
rates. The residual classes of CMOs are subject to both prepayment and extension
risk.
    
    
Other types of floating rate derivative debt securities present more complex
types of interest rate risks. For example, range floaters are subject to the
risk that the coupon will be reduced to below market rates if a designated
interest rate floats outside of a specified interest rate band or collar. Dual
index or yield curve floaters are subject to depreciation in the event of an
unfavorable change in the spread between two designated interest rates.
    
   
RISKS ASSOCIATED WITH OPTIONS, FUTURES AND OTHER DERIVATIVE INSTRUMENTS.  The
risks associated with the Fund's transactions in options, futures and other
derivative instruments may include some or all of the following:
    
   
Market Risk.  Options and futures transactions, as well as other derivative
instruments, involve the risk that the applicable market will move against the
Fund's derivative position and that the Fund will incur a loss. For derivative
contracts other than purchased options, this loss may exceed the amount of the
initial investment made or the premium received by the Fund. Investments in
mortgage-backed and indexed securities are subject to the prepayment, extension,
interest rate and other market risks described above.
    
   
Leverage and Volatility Risk.  Derivative instruments may increase or leverage
the Fund's exposure to a particular market risk, which may increase the
volatility of the Fund's net asset value. The Fund may partially offset the
leverage inherent in derivative instruments by maintaining a segregated account
consisting of cash and
    
                                       29
<PAGE>   133
   
liquid, high grade debt securities, by holding offsetting portfolio securities
or currency positions or by covering written options.
    
   
Correlation Risk.  A Fund's success in using derivative instruments to hedge
portfolio assets depends on the degree of price correlation between the
derivative instrument and the hedged asset. Imperfect correlation may be caused
by several factors, including temporary price disparities among the trading
markets for the derivative instruments, the assets underlying the derivative
instrument and the Fund's portfolio assets.
    
   
Credit Risk.  Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.
    
   
Liquidity and Valuation Risk.  Some derivative instruments are not readily
marketable or may become illiquid under adverse market conditions. In addition,
during periods of extreme market volatility, an exchange may suspend or limit
trading in an exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. The staff of the SEC takes the
position that certain over-the-counter options are subject to the Fund's 10%
limit on illiquid investments. The Fund's ability to terminate over-the-counter
derivative instruments may depend on the cooperation of the counterparties to
these instruments. For derivative instruments that are not heavily traded, the
only source of price quotations may be the selling dealer or counterparty.
    
    
LEVERAGE.  The use of mortgage dollar rolls and reverse repurchase agreements
involves leverage. Leverage allows any investment gains made with the additional
monies received (in excess of the costs of the mortgage dollar roll or reverse
repurchase agreement) to increase the net asset value of the Fund's shares
faster than would otherwise be the case. On the other hand, if the additional
monies received are invested in ways that do not fully recover the costs of such
transactions to the Fund, the net asset value of the Fund would fall faster than
would otherwise be the case.
    

 
                                       30
<PAGE>   134



 
   
                                    (NOTES)
    
<PAGE>   135
   
                                               JOHN HANCOCK
JOHN HANCOCK                                   INTERMEDIATE
INTERMEDIATE GOVERNMENT TRUST                  GOVERNMENT

   INVESTMENT ADVISER
   John Hancock Advisers, Inc.
   101 Huntington Avenue
   Boston, Massachusetts 02199-7603
 
   PRINCIPAL DISTRIBUTOR
   John Hancock Funds, Inc.                    CLASS A AND CLASS B SHARES
   101 Huntington Avenue                       PROSPECTUS
   Boston, Massachusetts 02199-7603            MAY 15, 1995

   CUSTODIAN                                   A MUTUAL FUND SEEKING TO
   Investors Bank & Trust Company              OBTAIN AS HIGH A LEVEL OF CURRENT
   24 Federal Street                           INCOME CONSISTENT WITH THE
   Boston, Massachusetts 02110                 PRESERVATION OF CAPITAL AND
                                               MAINTENANCE OF LIQUIDITY.
   TRANSFER AGENT
   John Hancock Investor Services
   Corporation
   P.O. Box 9116
   Boston, Massachusetts 02205-9116

   INDEPENDENT AUDITORS
   Ernst & Young LLP
   200 Clarendon Street
   Boston, Massachusetts 02116
 
HOW TO OBTAIN INFORMATION
ABOUT THE FUND
 
For Service Information
For Telephone Exchange  call
1-800-225-5291
For Investment-by-Phone
For Telephone Redemption
                                               101 HUNTINGTON AVENUE
For TDD  call 1-800-554-6713                   BOSTON, MASSACHUSETTS 02199-7603
                                               TELEPHONE 1-800-225-5291

T220P 5/15              [RECYCLE LOGO] Printed on Recycled Paper
    
<PAGE>   136
 
JOHN HANCOCK
 
ADJUSTABLE
U.S. GOVERNMENT TRUST
 
CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995

<TABLE>
- --------------------------------------------------------------------------------
   
TABLE OF CONTENTS
    
   
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                       <C>
Expense Information....................................................................    2
The Fund's Financial Highlights........................................................    3
Investment Objective and Policies......................................................    4
Investment Structure...................................................................    6
Organization and Management of the Fund and the Portfolio..............................    7
Alternative Purchase Arrangements......................................................    8
The Fund's and the Portfolio's Expenses................................................   10
Dividends and Taxes....................................................................   11
Performance............................................................................   12
How to Buy Shares......................................................................   13
Share Price............................................................................   14
How to Redeem Shares...................................................................   20
Additional Services and Programs.......................................................   22
Investments, Techniques and Risk Factors...............................................   25
</TABLE>
    
 
  This Prospectus sets forth the information about John Hancock Adjustable U.S.
Government Trust (the "Fund"), a diversified series of John Hancock Bond Fund
(the "Trust"), that you should know before investing. Please read and retain it
for future reference.

  The Fund, unlike many other mutual funds which directly acquire and manage
their own portfolio of securities, seeks to achieve its investment objective by
investing 100% of its assets in Adjustable U.S. Government Fund (the
"Portfolio"). The Portfolio has an identical investment objective and
substantially the same policies and restrictions as the Fund. Investors should
carefully consider this investment approach. For additional information
regarding this investment structure, see "Investment Structure."

  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).

  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.

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>   137
<TABLE>
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 March 31, 1994 adjusted to reflect current sales charges. Actual fees
and expenses in the future of Class A and Class B shares may be greater or less
than those indicated.
    
   
<CAPTION>
                                                                                                          CLASS A     CLASS B
                                                                                                          SHARES      SHARES
                                                                                                          -------     -------
<S>                                                                                                        <C>         <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price).........................      3.00%        None
Maximum sales charge imposed on reinvested dividends..................................................       None        None
Maximum deferred sales charge.........................................................................       None*      3.00%
Redemption fee+.......................................................................................       None        None
Exchange fee..........................................................................................       None        None

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Management and Administration fees**..................................................................      0.50%       0.50%
12b-1 fee (net of limitation for Class B)***..........................................................      0.25%       0.90%
Other expenses****....................................................................................      0.49%       0.49%
Less expense limitation...............................................................................     (0.49)      (0.49)
                                                                                                           ------      ------
Total Fund Operating Expenses (net of limitation)*****................................................      0.75%       1.40%
    
<FN> 
    * No sales charge is payable at the time of purchase on investments of $1
      million or more, but for these investments a contingent deferred sales
      charge may be imposed, as described below under the caption "Share Price,"
      in the event of certain redemption transactions within one year of
      purchase.
   ** Represents the aggregate of the Portfolio's investment management fee of
      0.40% and the Fund's administration fee of 0.10%. The Trustees of the
      Trust believe that the aggregate per share expenses of the Portfolio and
      the Fund will be less than or approximately equal to the expenses which
      the Fund would incur if it retained the services of an investment adviser
      and assets of the Fund were invested directly in the type of securities
      being held by the Portfolio.
  *** The amount of the 12b-1 fee used to cover service expenses will be up to
      0.25% of the Fund's average net assets, and the remaining portion will be
      used to cover distribution expenses.
 **** 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, administrator and, in the
      case of Class B shares, distributor until December 31, 1996. Without such
      limitations the Total Fund Operating Expenses of Class A shares would have
      been estimated as 1.24% and the Rule 12b-1 Fee and Total Fund Operating
      Expenses of Class B shares would have been estimated as 1.00% and 1.99%,
      respectively.
    + Redemption by wire fee (currently $4.00) not included.
</TABLE>
   
<TABLE>
<CAPTION>
                                   EXAMPLE:                                     1 YEAR       3 YEARS       5 YEARS       10 YEARS
                                                                                ------       -------       -------       --------
<S>                                                                              <C>           <C>           <C>           <C>
You would pay the following expenses for the indicated period of years on a
  hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares................................................................   $ 37          $53           $70           $120
Class B Shares................................................................
    -- Assuming complete redemption at end of period..........................   $ 44          $64           $77           $150
    -- Assuming no redemption.................................................   $ 14          $44           $77           $150
</TABLE>
    
   
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)
    
  The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum front-end
sales charge permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
   
  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>   138
<TABLE>
THE FUND'S FINANCIAL HIGHLIGHTS
   
  The information in the following table of financial highlights for the periods
through the year ended March 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 September 30, 1994 are unaudited. Further information about the
performance of the shares of the Fund is contained in the 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.
    
  Selected data for shares of the Fund outstanding during the periods indicated is as follows.
   
<CAPTION>
                                                   CLASS A SHARES                                      CLASS B SHARES
                              ---------------------------------------------------  ------------------------------------------------
                                PERIOD                                                PERIOD
                                 ENDED          YEAR        YEAR        PERIOD         ENDED         YEAR       YEAR        PERIOD
                              SEPTEMBER 30,    ENDED        ENDED        ENDED     SEPTEMBER 30,     ENDED     ENDED        ENDED
                                  1994        MARCH 31,    MARCH 31,    MARCH 31,      1994        MARCH 31,  MARCH 31,   MARCH 31,
                              (UNAUDITED)(6)    1994         1993       1992(1)    (UNAUDITED)(6)    1994       1993       1992(1)
                              --------------  ----------   ----------  ----------  --------------  ---------- ---------- ----------
<S>                               <C>           <C>          <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............. $  9.89       $ 10.05      $ 10.03     $ 10.00     $  9.89        $ 10.05    $ 10.03    $10.00
INCOME FROM INVESTMENT OPERATIONS
  Net investment income..........    0.21          0.41         0.58        0.17        0.17           0.34       0.51      0.15
  Net realized and unrealized
    gain (loss) on investments...   (0.16)        (0.16)        0.02        0.03       (0.15)         (0.16)      0.02      0.03
                                  -------       -------      -------     -------     -------        -------    -------    ------
     Total from Investment
          Operations.............    0.05          0.25         0.60        0.20        0.02           0.18       0.53      0.18
LESS DISTRIBUTIONS
  Dividends from net investment
    income.......................   (0.21)        (0.41)       (0.58)      (0.17)      (0.18)         (0.34)     (0.51)    (0.15)
                                  -------       -------      -------     -------     -------        -------    -------    ------
Net asset value, end of period... $  9.73       $  9.89      $ 10.05     $ 10.03     $  9.73        $  9.89    $ 10.05    $10.03
                                  =======       =======      =======     =======     =======        =======    =======    ======
TOTAL RETURN*....................    0.52%         2.51%        6.08%       1.96%       0.19%          1.85%      5.40%     1.80%
                                  =======       =======      =======     =======     =======        =======    =======    ======
RATIOS AND SUPPLEMENTAL DATA
  Ratio of expenses                                             
    to average net assets(2).....    0.59%         0.99%        1.05%       1.62%       0.92%          1.64%      1.70%     2.27%
  Ratio of expense reduction
    to average net assets(2).....   (0.22)%       (0.24)%      (0.55)%     (1.12)%     (0.22)%        (0.24)%    (0.55)%   (1.12)%
                                  -------       -------      -------     -------     -------        -------    -------    ------
  Ratio of net expenses
    to average net assets(2).....    0.37%         0.75%        0.50%       0.50%      (0.70)%         1.40%      1.15%     1.15%
                                  =======       =======      =======     =======     =======        =======    =======    ======
  Ratio of net investment income
    to average net assets(3).....    2.10%         4.09%        5.47%       6.47%(4)    1.77%          3.44%      4.82%     5.85%(4)
  Portfolio turnover(5)..........     167%          244%         186%          1%        167%           244%       186%        1%
  Net Assets, end of
    period (in thousands)........ $17,430       $24,310      $33,273     $13,775     $11,569        $11,626    $13,753    $1,630
    
<FN> 
(1) Financial highlights are for the period from December 31, 1991 (date of the Fund's initial offering of shares to the public) 
    to March 31, 1992, and all ratios have been annualized (with the exception of total return).
   
(2) The expenses used in the ratios represent the total expenses of the Fund plus the expenses of Adjustable U.S. Government Fund 
    (the "Portfolio") which are incurred indirectly by the Fund through the Fund's investment in the Portfolio. For the six months
    ended September 30, 1994, the expenses and expense reduction to average net assets for the Fund alone were 0.24% and (0.12)%, 
    respectively, for Class A Shares and 0.57% and (0.12)%, respectively, for Class B Shares. For the fiscal year ended March 31, 
    1994, the expenses and expense reduction to average net assets for the Fund alone were .40% and (.15)%, respectively for Class 
    A Shares and 1.05% and (.15)%, respectively, for Class B Shares. For the fiscal year ended March 31, 1993, the expenses and 
    expense reduction to average net assets were .43% and (.43)%, respectively for Class A Shares and 1.08% and (.43)%, 
    respectively, for Class B Shares. For the period ended March 31, 1992, the annualized ratios of expenses and expense reduction 
    to average net assets were 0.77% and (0.77)%, respectively for Class A Shares and 1.42% and (0.77)%, respectively for Class B 
    Shares.
    
   
(3) The ratio for the Portfolio was 2.27% not annualized for the six months ended September 30, 1994, 4.29% for fiscal year ended 
    March 31, 1994, 5.53% for the fiscal year ended March 31, 1993 and 6.85%, annualized, for the period ended March 31, 1992.
    
(4) The ratio of net investment income to average net assets is computed based on paid shares since only paid shares are entitled 
    to receive dividends from net investment income.

(5) Portfolio turnover presented above represents the turnover of the Portfolio.
   
(6) Financial highlights, including total return have not been annualized.
    
  * Total return does not include the effect of the initial sales charge for Class A Shares nor the contingent deferred sales 
    charge for Class B Shares.
</TABLE>
                                        3
<PAGE>   139
 
INVESTMENT OBJECTIVE AND POLICIES
   
The investment objective of the Fund is to earn a high level of current income,
consistent with low volatility of principal. The Fund seeks to achieve its
investment objective by investing all of its assets in the Portfolio, a
diversified, open end management company which has the same investment objective
and investment restrictions as the Fund and pursues its investment objective by
investing substantially all of its assets in U.S. Government securities, i.e.,
securities which are issued or guaranteed by the U.S. Government, its agencies
or instrumentalities.
    
 
- -------------------------------------------------------------------------------
   
                   THE FUND SEEKS TO EARN A HIGH LEVEL OF
                   CURRENT INCOME, CONSISTENT WITH LOW
                   VOLATILITY OF PRINCIPAL.
    
- -------------------------------------------------------------------------------
 
   
Under normal circumstances, at least 65% of the Portfolio's assets will be
invested in adjustable rate mortgage securities ("ARMs") and pass-through
securities representing interests in loan pools and having periodic interest
rate resets, which in each case must be U.S. Government securities
(collectively, "Government Agency Adjustable Rate Securities"). The Fund expects
that the Portfolio will be fully invested in Government Agency Adjustable Rate
Securities and in other U.S. Government securities which pay interest at fixed
rates and, as more fully described below, in highly rated (i.e., AAA) debt
securities which pay interest at fixed or adjustable rates.
    
 
Since the Fund pursues its investment objective by investing all of its assets
in the Portfolio, the following discussion relates to the investment policies
employed by the Portfolio.
 
   
The Portfolio will seek to achieve its objective by normally investing at least
65% of its total assets in Government Agency Adjustable Rate Securities.
Adjustable rate securities, which consist primarily of mortgage-backed
securities ("ARMs"), bear interest at rates that adjust or "reset" at periodic
intervals in conjunction with changes in market levels of interest.
Mortgage-backed securities are securities that directly or indirectly represent
a participation in, or are secured by and payable from a pool of mortgage loans
secured by real property. Many mortgage-backed securities derive their value
from an underlying investment structure and accordingly are known as
"derivatives." Derivatives (such as stripped mortgage-backed securities) involve
certain risks including higher price volatility and the possible lack of a
readily available market. The primary issuers or guarantors of these securities
currently are the Government National Mortgage Association ("Ginnie Mae"), the
Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan
Mortgage Corporation ("Freddie Mac"). The Portfolio will limit its investment in
stripped mortgage-backed securities to 10% of its total assets. While the
Portfolio is permitted to invest up to 100% of its assets in other derivative
securities, it does not expect to invest substantially in derivative securities.
See "Investments, Techniques and Risk Factors" for a further description of
mortgage-backed securities and the risks associated with derivatives.
    
 
   
Under normal circumstances, the Portfolio invests at least 80% of its total
assets in U.S. Government securities bearing interest at fixed or adjustable
rates, including collateralized mortgage obligations issued and guaranteed by a
U.S. Government agency ("Government CMOs") and U.S. Treasury securities
originally issued in the form of a face-amount only security paying no interest
("U.S.
    
 
                                        4
<PAGE>   140
 
   
Government zero coupon securities"), and repurchase agreements and forward
commitments with respect to such securities. The balance of the Portfolio's
assets may be invested in: (i) privately issued collateralized mortgage
obligations ("private CMOs") bearing interest at adjustable rates or fixed
rates; (ii) privately issued mortgage-backed securities (bearing interest at
adjustable rates or fixed rates) which are, at the time of purchase, rated AAA
by Standard & Poor's Ratings Group ("Standard & Poor's"), Aaa by Moody's
Investors Service, Inc. ("Moody's"), AAA by Fitch Investors, Inc. ("Fitch") and
(iii) U.S. Government zero coupon securities created by the separation of the
interest and principal components of a previously issued interest paying
security.
    
 
   
The foregoing policies and practices may involve risks not assumed by more
conservative investment companies such as money market funds and are further
described in this Prospectus under the caption "Investments, Techniques and Risk
Factors." Other types of mortgage-backed securities will likely be developed in
the future and the Portfolio may invest in them if the Portfolio's investment
adviser, John Hancock Advisers, Inc. (the "Adviser"), determines they are
consistent with the Portfolio's investment objectives and policies.
    
 
   
When determined to be appropriate because of market conditions or liquidity
requirements, the Portfolio may, as a defensive measure or for temporary
purposes, invest without limit in high quality short-term securities (e.g., U.S.
Government money market securities rated in the highest category by a nationally
recognized statistical rating organization).
    
 
   
Because the interest rate on ARMs and other adjustable rate securities generally
moves in the same direction as market interest, the market value of these
securities tends to be more stable than that of long-term fixed rate securities.
The Portfolio seeks to reduce volatility of principal and enhance consistency of
its net asset value by structuring its investments so that at least 90% of its
total assets in adjustable rate securities and in fixed rate debt securities
will at the time of purchase have a final maturity or average life of less than
5 years. The Fund believes that by investing in the Portfolio, which maintains a
short to an intermediate duration, it is likely that the Fund will obtain
current income in excess of that of a portfolio of shorter-term or money market
securities but with less volatility in market value (and, consequently, the
Fund's net asset value) than long-term fixed rate mortgage-backed securities.
Duration, a statistic that is expressed in time periods such as years, is a
measure of the exposure of the Fund (and the Portfolio) to changes in interest
rates. Neither the Portfolio nor the Fund maintains a constant net asset value.
    
 
   
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 non-fundamental. The Fund's investment objective and the
fundamental policies set forth in the Statement of Additional Information may
not be changed without the approval of the Fund's shareholders. The Fund's non-
fundamental policies and restrictions, including its policy of investing all of
its assets in the Portfolio, however, may be changed by a vote of the Trustees
without shareholder approval, upon 30 days' prior notice to shareholders. There
can be no assurance that either the Fund or the Portfolio will achieve its
respective investment objective.
    
 
- -------------------------------------------------------------------------------
                   THE FUND FOLLOWS CERTAIN POLICIES WHICH
                   MAY HELP TO REDUCE INVESTMENT RISK.
- -------------------------------------------------------------------------------
 
                                        5
<PAGE>   141
 
   
The primary consideration in choosing brokerage firms to carry out the
Portfolio'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, the Adviser may place securities transactions with
brokers affiliated with the Adviser. Affiliated 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.
- -------------------------------------------------------------------------------
 
INVESTMENT STRUCTURE
Investors should be aware that the Fund, unlike other open-end investment
companies which directly acquire and manage their own portfolio of securities,
seeks to achieve its investment objective by investing 100% of its assets in the
Portfolio, a separate mutual fund with the same investment objective and
policies as the Fund. For information concerning the Portfolio, including the
investment objective, policies, restrictions, management and expenses, see
"Investment Objective and Policies," "Organization and Management of the Fund
and the Portfolio," "The Fund's and the Portfolio's Expenses" and "Investments,
Techniques and Risk Factors." The respective investment objectives of the Fund
and the Portfolio may not be changed without a vote of the respective
shareholders of the Fund and the Portfolio.
 
   
The Portfolio presently sells its shares only to the Fund and may sell its
shares to other affiliated and non-affiliated mutual funds or institutional
investors ("Accounts"). Investors may contact John Hancock Funds at the address
listed on the back cover to determine if other mutual funds have invested in the
Portfolio and to obtain other pertinent information concerning such Accounts.
All Accounts, including the Fund, will invest in the Portfolio on the same terms
and conditions and will bear a proportionate share of the Portfolio's expenses.
However, other Accounts investing in the Portfolio are not required to sell
their shares at the same public offering price as the Fund due to variations in
sales commissions and other operating expenses in respect of such other
Accounts. Therefore, investors in the Fund should be aware that these
differences may result in differences in returns experienced by investors in the
different Accounts that invest in the Portfolio.
    
 
Investors in the Fund should be aware that smaller Accounts, which may include
the Fund, investing in the Portfolio may be materially affected by the actions
of larger Accounts investing in the Portfolio. For example, if a larger Account
redeems the shares it owns in the Portfolio, the remaining Accounts may
experience higher pro-rata operating expenses, thereby producing lower returns.
As a result, the securities held by the Portfolio may become less diverse,
resulting in increased risk. Also, Accounts which have a greater pro-rata
ownership in the Portfolio could have effective voting control over the
operations of the Portfolio. Whenever the Fund is requested to vote on a
fundamental policy or material matter pertaining to
 
                                        6
<PAGE>   142
 
the Portfolio, it will hold a special meeting of shareholders and the Trustees
will cast the Fund's entire vote in the same proportion as the shareholders'
votes received.
 
   
Certain changes in the Portfolio's or the Fund's fundamental objectives,
policies or restrictions, particularly those requiring shareholder approval if
not made parallel by the Fund or the Portfolio, may require the Fund to redeem
its shares in the Portfolio, which may produce a gain or loss for tax purposes.
Any such redemption could result in a distribution in kind of the portfolio
securities held by the Portfolio (as opposed to a cash distribution). If
securities are so distributed, the Fund could incur brokerage expenses, tax
consequences or other charges in converting the securities to cash. In addition,
distribution in kind may result in a less diversified portfolio of investments
for the Fund and adversely affect the liquidity of the Fund. Additionally, since
two-tier structures involving investment companies have only recently developed,
there exists the possibility of adverse circumstances arising from the absence
of substantial experience with such two-tier investment structures. Further,
there is the possibility that the Fund would be unable to find a substitute
investment vehicle such as the Portfolio or a substitute investment adviser, or
to find one on terms comparable to the arrangement with the Portfolio which
might adversely affect shareholders' investments in the Fund.
    
 
ORGANIZATION AND MANAGEMENT OF THE FUND AND THE PORTFOLIO
   
The Fund and the Portfolio are each a diversified series of the Trust, which is
an open-end management investment company organized as a Massachusetts business
trust in 1984. 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 Trustees have authorized the issuance
of two classes of the Fund, designated Class A and Class B. The shares of each
class represent an interest in the same portfolio of investments of the Fund.
Each class has equal rights as to voting, redemption, dividends and liquidation.
However, each class bears different distribution and transfer agent fees and
other expenses. Also, Class A and Class B shareholders have exclusive voting
rights with respect to their distribution plans. 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 Trust,
under certain circumstances, will assist in shareholder communications with
other shareholders.
    
 
- -------------------------------------------------------------------------------
   
                   THE TRUSTEES ELECT OFFICERS AND RETAIN THE
                   PORTFOLIO'S INVESTMENT ADVISER WHO IS
                   RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
                   OF THE PORTFOLIO AND THE FUND'S
                   ADMINISTRATOR WHO IS RESPONSIBLE FOR THE
                   DAY-TO-DAY OPERATIONS OF THE FUND, EACH
                   SUBJECT TO THE TRUSTEES' POLICIES AND
                   SUPERVISION.
    
- -------------------------------------------------------------------------------
 
The Fund may withdraw its investment from the Portfolio at any time, if the
Trustees determine that it is in the best interest of the Fund to do so. Upon
any such withdrawal, the Trustees would consider what action might be taken,
including investing all the assets of the Fund in another pooled investment
entity having substantially the same investment objective as the Fund or
retaining an investment adviser to manage the Fund's assets in accordance with
the investment policies previously described for the Portfolio. Should the Fund
invest in another portfolio, such portfolio will have investment restrictions no
less restrictive than
 
                                        7
<PAGE>   143
 
the Fund's. (See the Statement of Additional Information for further information
concerning shareholder rights.)
 
The Trustees may be called upon from time to time to resolve possible conflicts
between the Fund and the Portfolio. Accordingly, the Trustees have formed two
committees, the "Fund Committee" and the "Portfolio Committee," each of whose
respective members are composed entirely of independent trustees who do not
serve on the other Committee. The responsibilities of the Committees are to
monitor and protect the interests of the Fund and the Portfolio, respectively.
In acting on matters on behalf of the Fund (or on behalf of the Portfolio), the
Trustees shall act as recommended by the Fund Committee (or the Portfolio
Committee), as the case may be.
 
   
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
Portfolio, and other investment companies in the John Hancock group of funds,
with investment research and portfolio management services and also serves as
the Fund's administrator (the "Administrator"). John Hancock Funds, Inc. ("John
Hancock Funds") distributes shares for all of the John Hancock mutual funds
through brokers which have arrangements with John Hancock Funds ("Selling
Brokers"). Certain Trust officers are also officers of the Adviser, the
Administrator and John Hancock Funds.
    
 
- -------------------------------------------------------------------------------
   
                   JOHN HANCOCK ADVISERS, INC. ADVISES
                   INVESTMENT COMPANIES HAVING AN AGGREGATE
                   NET ASSET VALUE OF MORE THAN $13 BILLION.
    
- -------------------------------------------------------------------------------
 
All investment decisions are made by a committee and no single person is
primarily responsible for making recommendations to the committee.
 
In order to avoid any conflict with portfolio trades for the Portfolio, the
Adviser and the Portfolio 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 the
Portfolio and their shareholders come first.
 
ALTERNATIVE PURCHASE ARRANGEMENTS
You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.
 
- -------------------------------------------------------------------------------
   
                   AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO
                   CHOOSE THE METHOD OF PAYMENT THAT IS BEST
                   FOR YOU.
    
- -------------------------------------------------------------------------------
 
CLASS A SHARES.  If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."
 
- -------------------------------------------------------------------------------
                   INVESTMENTS IN CLASS A SHARES ARE SUBJECT
                   TO AN INITIAL SALES CHARGE.
- -------------------------------------------------------------------------------
 
                                        8
<PAGE>   144
 
   
CLASS B SHARES.  You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
four years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B shares. The amount of the Fund's 12b-1 fee for Class
B shares is currently limited to 0.90% of the Fund's average daily net assets
attributable to the Class B shares. Investing in Class B shares permits all of
your dollars to work from the time you make your investment, but the higher
ongoing distribution fee will cause these shares to have higher expenses than
those of Class A shares. To the extent that any dividends are paid by the Fund,
these higher expenses will also result in lower dividends than those paid on
Class A shares.
    
 
- -------------------------------------------------------------------------------
                   INVESTMENTS IN CLASS B SHARES ARE SUBJECT
                   TO A CONTINGENT DEFERRED SALES CHARGE.
- -------------------------------------------------------------------------------
Class B shares are not available for full-service defined contribution plans
administered by Investor Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.

FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE
   
The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower expenses.
To help you make this determination, the table under the caption "Expense
Information" on the inside cover page of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial if you qualify for reduced sales charges. See "Share
Price -- Qualifying for a Reduced Sales Charge."
    
 
- -------------------------------------------------------------------------------
                   YOU SHOULD CONSIDER WHICH CLASS OF SHARES
                   WOULD BE MORE BENEFICIAL TO YOU.
- -------------------------------------------------------------------------------
Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid. However, because initial sales charges are deducted at the time of
purchase, you would not have all of your funds invested initially and,
therefore, would initially own fewer shares. If you do not qualify for reduced
initial sales charges and expect to maintain your investment for an extended
period of time, you might consider purchasing Class A shares. This is because
the accumulated distribution and service charges on Class B shares may exceed
the initial sales charge and accumulated distribution and service charges on
Class A shares during the life of your investment.

Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you will
be subject to higher distribution and service fees and, for a four-year period,
a CDSC.
 
                                        9
<PAGE>   145
 
In the case of Class A shares, the distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and ongoing distribution and service fees. In the
case of Class B shares, the expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as from the CDSC incurred upon
redemption within four years of purchase. The purpose and function of the Class
B shares' CDSC and ongoing distribution and service fees are the same as those
of the Class A shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.

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

THE FUND'S AND THE PORTFOLIO'S EXPENSES

For managing its investment affairs, the Portfolio pays a monthly fee to the
Adviser equal to 0.40% of the Portfolio's average daily net assets. For managing
its business affairs, the Fund pays a monthly fee to the Administrator equal to
0.10% of the Fund's average daily net assets.
   
During the Portfolio's and the Fund's fiscal year ended March 31, 1994, the
advisory fee and administration fee paid by the Portfolio and the Fund were
equal to 0.31% and 0.00%, respectively, of the Portfolio's and the Fund's
average daily net assets, reflecting the agreement by the Portfolio's and the
Fund's previous investment adviser and administrator to reduce operating
expenses and not to impose all or a portion of their respective management fee
and administration fee during that year. The Adviser and the Administrator have
voluntarily and temporarily agreed to continue to limit the Fund's aggregate
operating expenses until December 31, 1996 and not to impose their respective
management fee and administration fee to the extent necessary to limit the total
of the management fees, administration fees and the aggregate operating expenses
of the Fund (including transfer agent fees and fees payable by the Fund under a
Rule 12b-1 plan) to 0.75% and 1.40% of the average net assets attributable to
the Class A and Class B shares, respectively.
    
   
The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. John Hancock Funds has temporarily agreed to limit the
distribution and services fees pursuant to the Class B Plan to 0.90% of average
daily net assets. In each case, up to 0.25% for Class A and Class B shares is
for service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.
    
 
- -------------------------------------------------------------------------------
                   THE FUND PAYS DISTRIBUTION AND SERVICE
                   FEES FOR MARKETING AND SALES RELATED
                   SHAREHOLDER SERVICING.
- -------------------------------------------------------------------------------
 
                                       10
<PAGE>   146
   
Brokers and others (including affiliates of John Hancock Funds) engaged in the
sale of Fund shares; (ii) marketing, promotional and overhead expenses incurred
in connection with the distribution of Fund shares; (iii) unreimbursed
distribution expenses under the Fund's prior distribution plans; (iv)
distribution expenses incurred by other investment companies which sell all or
substantially all of their assets to, merge with or otherwise engage in a
reorganization transaction with the Fund; and (v) with respect to Class B shares
only, interest expenses on unreimbursed distribution expenses. The service fees
will be used to compensate Selling Brokers for providing personal and account
maintenance services to shareholders.
    
 
In the event John Hancock Funds is not fully reimbursed for payments it makes or
expenses it incurs under the Class A Plan, these expenses will not be carried
beyond one year from the date they were incurred. Unreimbursed expenses under
the Class B Plan will be carried forward together with interest on the balance
of these unreimbursed expenses. For the fiscal year ended March 31, 1994, an
aggregate of $349,445 of distribution expenses or 3.01% of the average net
assets of the Fund's Class B shares was not reimbursed or recovered by John
Hancock Funds through the receipt of deferred sales charges or Rule 12b-1 fees
in prior periods.
   
Information on the Fund's and the Portfolio's combined total expenses appears in
the Financial Highlights section of this Prospectus.
    
DIVIDENDS AND TAXES
   
DIVIDENDS.  The Fund generally declares daily and distributes monthly dividends
representing all or substantially all of its net investment income. The Fund
will distribute net realized long-term and short-term capital gains, if any, at
least annually.
    
 
- -------------------------------------------------------------------------------
   
                   THE FUND GENERALLY DECLARES DIVIDENDS
                   DAILY AND DISTRIBUTES THEM MONTHLY.
    
- -------------------------------------------------------------------------------
Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividends on these shares will be lower than those on the Class A
shares. See "Share Price."
   
TAXATION.  Dividends from the Fund's net investment income and net short-term
capital gains are taxable to you as ordinary income and dividends from the
Fund's net long-term capital gains are taxable as long-term capital gains. These
dividends are taxable whether you take them in cash or reinvest in additional
shares. Certain dividends may be paid in January of a given year but may be
taxable as if you received them the previous December.
    
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to Federal income tax on any net investment income or net realized
capital gains that are distributed to its shareholders within the time period
prescribed by the Code.

When you redeem (sell) or exchange shares, you may realize a taxable gain or
loss.
 
                                       11
<PAGE>   147
 
   
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 and the proceeds of
redemptions or exchanges.
    
   
In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund.
Non-U.S. shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. You should consult your tax adviser for specific
advice.
    
PERFORMANCE

Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the maximum
offering price per share on the last day of that period. Yield is also
calculated according to accounting methods that are standardized for all stock
and bond funds. Because yield accounting methods differ from the methods used
for other accounting purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements.
 
- -------------------------------------------------------------------------------
                   THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
                   RETURN.
- -------------------------------------------------------------------------------
The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return divided over the
number of years included in the period. Because average annual total return
tends to smooth out variations in the Fund's performance, you should recognize
that it is not the same as actual year-to-year results.
   
Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with respect to each class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund will include the total return of Class A
and Class B shares in any advertisement or promotional materials including Fund
performance data. The value of Fund shares, when redeemed, may be more or less
than their original cost. Both yield and total return are historical
calculations and are not an indication of future performance. See "Factors to
Consider in Choosing an Alternative."
    
 
                                       12
<PAGE>   148
 
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
 
<TABLE>
    The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
    group investments and retirement plans). Complete the Account Application attached
    to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
    If you do not specify which class of shares you are purchasing, Investor Services
    will assume that you are investing in Class A shares. 
- -------------------------------------------------------------------------------
                   OPENING AN ACCOUNT
- -------------------------------------------------------------------------------
 
   
    <S>           <C>  <C>                                                           
- ---------------------------------------------------------------------------------
    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 Adjustable U.S. 
                           Government Trust
                           Class A or Class B shares
                           Your Account Number
                           Name(s) under which account is registered
                  3.   Deliver the completed application to your registered
                       representative or Selling Broker or mail it directly to
                       Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>
    
<TABLE> 
- -------------------------------------------------------------------------------
                   BUYING ADDITIONAL CLASS A AND CLASS B
                   SHARES
- ------------------------------------------------------------------------------- 

    <S>           <C>  <C>                                                           
    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.
- ---------------------------------------------------------------------------------
    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 Class A or Class B 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, the class of shares
                       you own, your account number, and the amount you wish to
                       invest.
                  4.   Your investment normally will be credited to your account the
                       business day following your phone request.
- ---------------------------------------------------------------------------------
</TABLE>
 
                                       13
<PAGE>   149
<TABLE>
- --------------------------------------------------------------------------------
   
    <S>           <C>  <C>                                                            
    BY CHECK      1.   Either complete the detachable stub included on your account
                       statement or include a note with your investment listing the
                       name of the Fund, the class of shares you own, your account
                       number and the name(s) in which the account is registered.
                  2.   Make your check payable to John Hancock 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 Adjustable U.S. 
                           Government Trust
                           Class A or Class B shares
                           Your Account Number
                           Name(s) under which account is registered
- ---------------------------------------------------------------------------------
    Other Requirements: All purchases must be made in U.S. dollars. Checks written on
    foreign banks will delay purchases until U.S. funds are received, and a collection
    charge may be imposed. Shares of the Fund are priced at the offering price based
    on the net asset value computed after 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
    unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</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 net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the
Portfolio's portfolio are valued on the basis of market quotations, valuations
provided by independent pricing services or at fair value as determined in good
faith according to procedures approved by the Trustees. Short-term debt
investments maturing within 60 days are valued at amortized cost, which the
Trustees have determined approximates market value. The NAVs of each class of
the Fund, and the NAV of the Portfolio are calculated once daily as of the close
of regular trading on the New York Stock Exchange (the "Exchange") (generally at
4:00 P.M., New York time) on each day that the Exchange is open.
    
- -------------------------------------------------------------------------------
                   THE OFFERING PRICE OF YOUR SHARES IS THEIR
                   NET ASSET VALUE PLUS A SALES CHARGE, IF
                   APPLICABLE, WHICH WILL VARY WITH THE
                   PURCHASE ALTERNATIVE YOU CHOOSE.
- -------------------------------------------------------------------------------
   
Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock Funds.
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
    
                                       14
<PAGE>   150
 
   
to John Hancock Funds before its close of business to receive that day's
offering price.
    
 
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES.  The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:
 
<TABLE>
<CAPTION>
                                                              COMBINED
                                        SALES CHARGE AS      REALLOWANCE        REALLOWANCE TO
AMOUNT INVESTED       SALES CHARGE AS A  PERCENTAGE OF   AND SERVICE FEE AS   SELLING BROKERS AS
(INCLUDING SALES       A PERCENTAGE OF    THE AMOUNT       A PERCENTAGE OF      A PERCENTAGE OF
CHARGE)                OFFERING PRICE      INVESTED       OFFERING PRICE(+)    OFFERING PRICE(*)
- ---------------       ----------------  --------------   ------------------   ------------------
<S>                         <C>             <C>                <C>                  <C>
Less than $100,000          3.00%           3.09%              2.50%                2.26%
$100,000 to $499,999        2.50%           2.56%              2.25%                2.01%
$500,000 to $999,999        2.00%           2.04%              1.75%                1.51%
$1,000,000 and over         0.00%(**)       0.00(**)           (***)                0.00(***)
</TABLE>
 
   
  (*) Upon notice to Selling Brokers with whom it has sales agreements, John
      Hancock Funds may reallow an amount up to the full applicable sales
      charge. In addition to the reallowance allowed to all Selling Brokers,
      John Hancock Funds will pay the following: round trip airfare to a resort
      to each registered representative of a Selling Broker (if the Selling
      Broker has agreed to participate) who sells certain amounts of shares of
      John Hancock Funds. John Hancock Funds will make these incentive payments
      out of its own resources. A Selling Broker to whom substantially the
      entire sales charge is reallowed or who receives these incentives may be
      deemed to be an underwriter under the Securities Act of 1933. Other than
      distribution and service fees, the Fund does not bear distribution
      expenses.
    
 
   
 (**) No sales charge is payable at the time of purchase of Class A shares of $1
      million or more, but a CDSC may be imposed in the event of certain
      redemption transactions within one year of purchase.
    
 
(***) John Hancock Funds may pay a commission and the first year's service fee
      (as described in (+) below) to Selling Brokers who initiate and are
      responsible for purchases of $1 million or more in aggregate as follows:
      1% on sales to $4,999,999, 0.50% on the next $5 million and 0.25% on
      amounts of $10 million and over.
 
  (+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
      year's service fee in advance in an amount equal to 0.25% of the net
      assets invested in the Fund at the time of the sale, and thereafter, it
      pays the service fee periodically in arrears in an amount up to 0.25% of
      the Fund's average annual net assets. Selling Brokers receive the fee as
      compensation for providing personal and account maintenance services to
      shareholders.
 
Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.
 
   
John Hancock Funds will pay certain affiliated Selling Brokers at an annual rate
of up to 0.05% of the daily net assets of accounts attributable to these
brokers.
    
 
                                       15
<PAGE>   151
 
Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."
 
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES.  Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:
 
<TABLE>
<CAPTION>
        AMOUNT INVESTED                                                         CDSC RATE
        ---------------                                                         ---------
<S>                                                                               <C>
$1 million to $4,999,999......................................................    1.00%
Next $5 million to $9,999,999.................................................    0.50%
Amounts of $10 million and over...............................................    0.25%
</TABLE>
 
Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994, and participant directed defined
contribution plans with at least 100 eligible employees at the inception of the
Fund account may purchase Class A shares with no initial sales charge, but if
the shares are redeemed within 12 months after the end of the calendar year in
which the purchase was made, a contingent deferred sales charge will be imposed
at the rate for Class A shares described in the prospectus.
 
   
The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
Class A shares.
    
 
   
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
Therefore, it will be assumed that the redemption is first made from any shares
in your account that are not subject to the CDSC. The CDSC is waived on
redemptions in certain circumstances. See "Waiver of Contingent Deferred Sales
Charges" below.
    
 
QUALIFYING FOR A REDUCED SALES CHARGE.  If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares of
the John Hancock funds in meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:
 
- -------------------------------------------------------------------------------
                   YOU MAY QUALIFY FOR A REDUCED SALES CHARGE
                   ON YOUR INVESTMENT IN CLASS A SHARES.
- -------------------------------------------------------------------------------
 
1. Your current purchase of Class A shares of the Fund;
2. The net asset value (at the close of business on the previous day) of (a) all
   Class A shares of the Fund you hold, and (b) all Class A shares of any other
   John Hancock funds you hold; and
 
                                       16
<PAGE>   152
 
3. The net asset value of all shares held by another shareholder eligible to
   combine his or her holdings with you into a single "purchase."
 
EXAMPLE:
   
If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $80,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 2.50% and not 3.00% (the
rate that would otherwise be applicable to investments of less than $100,000.
See "Initial Sales Charge Alternative -- Class A Shares").
    
If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:
   
- - A Trustee or officer of the Fund; a Director or officer of the Adviser and its
  affiliates or Selling Brokers; employees or sales representatives of any of
  the foregoing; retired officers, employees or Directors of any of the
  foregoing; a member of the immediate family of any of the foregoing; or any
  fund, pension, profit sharing or other benefit plan for the individuals
  described above.
    
 
- -------------------------------------------------------------------------------
   
                   CLASS A SHARES MAY BE AVAILABLE WITHOUT A
                   SALES CHARGE TO CERTAIN INDIVIDUALS AND
                   ORGANIZATIONS.
    
- -------------------------------------------------------------------------------
- - Any state, county, city or any instrumentality, department, authority, or
  agency of these entities that is prohibited by applicable investment laws from
  paying a sales charge or commission when it purchases shares of any registered
  investment management company.*

- - A bank, trust company, credit union, savings institution or other type of
  depository institution, its trust departments or common trust funds if it is
  purchasing $1 million or more for non-discretionary customers or accounts.*
   
- - A broker, dealer or registered investment adviser that has entered into an
  agreement with John Hancock Funds providing specifically for the use of Fund
  shares in fee-based investment products made available to its clients.
    
- - A former participant in an employee benefit plan with John Hancock Funds, when
  he/she withdraws from his/her plan and transfers any or all of his/her plan
  distributions directly to the Fund.
 
- ------------------
* For investments made under these provisions, John Hancock Funds may make a
  payment out of its own resources to the Selling Broker in an amount not to
  exceed 0.25% of the amount invested.
 
Class A shares of the Fund may be purchased without an initial sales charge in
connection with certain liquidation, merger or acquisition transactions
involving other investment companies or personal holding companies.
 
   
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES.  Class B shares
are offered at net asset value per share without a sales charge so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within four years of purchase will be subject to a CDSC
at the rates set forth below. This charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on increases
in account value above the initial purchase price, including shares derived from
dividend reinvestment.
    
 
                                       17
<PAGE>   153
 
   
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the four-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the four-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.
    
 
EXAMPLE:
You have purchased 100 shares at $10 per share. The second year after your
purchase, your investment's net asset value per share has increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment. If
you redeem 50 shares at this time, your CDSC will be calculated as follows:
 
<TABLE>
<S>  <C>                                                                       <C>
- -    Proceeds of 50 shares redeemed at $12 per share                           $ 600
- -    Minus proceeds of 10 shares not subject to CDSC because they were
     acquired through dividend reinvestment (10 X $12)                          -120
- -    Minus appreciation on remaining shares, also not subject to CDSC 
     (40 X $2)                                                                  - 80
                                                                               -----
- -    Amount subject to CDSC                                                    $ 400
</TABLE>
 
Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.
 
   
The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for the purposes of determining this holding period, any payments you make
during the month will be aggregated and deemed to have been made on the last day
of the month.
    
 
<TABLE>
<CAPTION>
   YEAR IN WHICH
  CLASS B SHARES                                           CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING                                         CHARGE AS A PERCENTAGE OF
     PURCHASE                                            DOLLAR AMOUNT SUBJECT TO CDSC
- -------------------                                     -------------------------------
<S>                                                                   <C>
First                                                                 3.0%
Second                                                                2.0%
Third                                                                 2.0%
Fourth                                                                1.0%
Fifth and thereafter                                                  None
</TABLE>
 
A commission equal to 2.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and account maintenance services to shareholders during the twelve
months following the sale, and thereafter the service fee is paid in arrears.
 
                                       18
<PAGE>   154
 
WAIVER OF CONTINGENT DEFERRED SALES CHARGES.  The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:
 
   
- - Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
  "How to Redeem Shares"), as long as your annual redemptions do not exceed 10%
  of your account value at the time you establish your Systematic Withdrawal
  Plan and 10% of the value of your subsequent investments (less redemptions) in
  that account at the time you notify Investor Services. This waiver does not
  apply to Systematic Withdrawal Plan redemptions of Class A shares that are
  subject to a CDSC.
    
 
- -------------------------------------------------------------------------------
   
                   UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON
                   CLASS B AND CERTAIN CLASS A SHARE
                   REDEMPTIONS WILL BE WAIVED.
    
- -------------------------------------------------------------------------------
 
   
- - Redemptions made to effect distributions from an Individual Retirement Account
  either before or after age 59 1/2, as long as the distributions are based on
  the life expectancy or the joint-and-last survivor life expectancy of you and
  your beneficiary. These distributions must be free from penalty under the
  Code.
    
 
- - Redemptions made to effect mandatory distributions under the Code after age
  70 1/2 from a tax-deferred retirement plan.
 
- - Redemptions made to effect distributions to participants or beneficiaries from
  certain employer-sponsored retirement plans including those qualified under
  Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
  Code and deferred compensation plans under Section 457 of the Code. The waiver
  also applies to certain returns of excess contributions made to these plans.
  In all cases, the distributions must be free from penalty under the Code.
 
- - Redemptions due to death or disability.
 
- - Redemptions made under the Reinvestment Privilege, as described in "Additional
  Services and Programs" of this Prospectus.
 
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
  have less than $100 invested in the Fund.
 
- - Redemptions made in connection with certain liquidation, merger or acquisition
  transactions involving other investment companies or personal holding
  companies.
 
- - Redemptions from certain IRA and retirement plans that purchased shares prior
  to October 1, 1992.
 
If you qualify for a CDSC waiver under one of these situations, you must notify
Investor Services either directly or through your Selling Broker at the time you
make your redemption. The waiver will be granted once Investor Services has
confirmed that you are entitled to the waiver.
 
                                       19
<PAGE>   155
   
CONVERSION OF CLASS B SHARES.  Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares
automatically. This will occur no later than the month following four years
after the shares were purchased, and will result in lower annual distribution
fees.
    
 
If you exchanged Class B shares into the Fund from another John Hancock fund,
the calculation will be based on the time you purchased the shares in the
original fund. The Fund has been advised that the conversion of Class B shares
to Class A shares should not be taxable for Federal income tax purposes and
should not change a shareholder's tax basis or tax holding period for the
converted shares.
 
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, less any applicable CDSC. 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. When you redeem your shares, you may realize a taxable gain or
loss depending usually on the difference between what you paid for them and what
you receive for them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to seven days or
longer, as permitted by Federal securities laws.
- --------------------------------------------------------------------------------
 
<TABLE>
    <S>           <C>
    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) and address shown on
                  the account.

                  If reasonable procedures, such as those described above, are not
                  followed, the Fund may be liable for any loss due to unauthorized
                  or fraudulent telephone instructions. In all other cases, neither
                  the Fund nor 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>
 
                                       20
<PAGE>   156
 
- --------------------------------------------------------------------------------
 
<TABLE>
    <S>           <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, class of shares, your account number and the
                  additional requirements listed below that apply to your
                  particular account.
- ---------------------------------------------------------------------------------
</TABLE>
 
   
<TABLE>
<CAPTION>
    TYPE OF REGISTRATION                REQUIREMENTS
    --------------------                ------------
    <S>                                 <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.
- ---------------------------------------------------------------------------------
</TABLE>
    
 
<TABLE>
    <S>      <C>                                                                           
    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>
 
- -------------------------------------------------------------------------------
                   WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------
 
<TABLE>
    <S>     <C>                                                                        
- ---------------------------------------------------------------------------------
    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. Unless you specify to the contrary, any
    outstanding Class A shares will be redeemed before Class B shares. You may not
    redeem certificated shares by telephone.
</TABLE>
 
- -------------------------------------------------------------------------------
                   ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------
 
   
<TABLE>
    <S>     <C>                                                                          
    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 $100 (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. No CDSC will be imposed on involuntary redemptions
    of shares.
    Shareholders will be notified before these redemptions are to be made or this
    fee is imposed and will have 30 days to purchase additional shares to bring
    their account 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>
    
 
                                       21
<PAGE>   157
 
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 each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.
 
- -------------------------------------------------------------------------------
                   YOU MAY EXCHANGE SHARES OF THE FUND ONLY
                   FOR SHARES OF THE SAME CLASS OF ANOTHER
                   JOHN HANCOCK FUND.
- -------------------------------------------------------------------------------
   
Exchanges between funds with shares that are not subject to a CDSC are based on
their respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class B shares of another John Hancock fund without incurring the CDSC;
however, these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Limited-Term Government Fund and the Fund will be subject to
the initial fund's CDSC). For purposes of computing the CDSC payable upon
redemption of shares acquired in an exchange, the holding period of the original
shares is added to the holding period of the shares acquired in an exchange.
However, if you exchange Class B shares purchased prior to January 1, 1994 for
Class B shares of any other John Hancock Fund, you will be subject to the CDSC
schedule in effect on your initial purchase date.

You may exchange Class B shares of the Fund into a John Hancock money market
fund at net asset value. Shares so acquired will continue to be subject to the
same CDSC upon redemption.
    

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.

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

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
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.
    
 
                                       22
<PAGE>   158
 
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. 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 and class of the Fund whose shares you currently own
   -- your account number
   -- the name(s) in which the account is registered
   -- the name of the fund in which you wish your exchange to be invested
   -- the number of shares, all shares or 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
 
                                       23
<PAGE>   159
 
REINVESTMENT PRIVILEGE
 
1. You will not be subject to a sales charge on Class A shares reinvested in
   shares of any John Hancock fund that is otherwise subject to a sales charge
   as long as you reinvest within 120 days from the redemption date. If you paid
   a CDSC upon a redemption, you may reinvest at net asset value in the same
   class of shares from which you redeemed within 120 days. Your account will be
   credited with the amount of the CDSC previously charged, and the reinvested
   shares will continue to be subject to a CDSC. For purposes of computing the
   CDSC payable upon a subsequent redemption, the holding period of the shares
   acquired through reinvestment will include the holding period of the redeemed
   shares.
 
- -------------------------------------------------------------------------------
   
                   IF YOU REDEEM SHARES OF THE FUND, YOU MAY
                   BE ABLE TO REINVEST ALL OR PART OF THE
                   PROCEEDS IN SHARES OF THE FUND OR ANOTHER
                   JOHN HANCOCK FUND WITHOUT PAYING AN
                   ADDITIONAL SALES CHARGE.
    
- -------------------------------------------------------------------------------
 
2. Any portion of your redemption may be reinvested in Fund shares or in shares
   of any of the other John Hancock funds, subject to the minimum investment
   limit of that fund.
 
3. To reinvest, you must notify Investor Services in writing. Include the Fund's
   name, the account number and class from which your shares were originally
   redeemed.
 
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. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
   with purchases of additional Class A or Class B shares, because you may be
   subject to initial sales charges on your purchases of Class A shares or to a
   CDSC on your redemptions of Class B shares. In addition, your redemptions are
   taxable events.
 
6. 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.
 
                                       24
<PAGE>   160
 
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.
 
4. There is no charge to you for this program, and there is no cost to the Fund.
 
5. If you have payments being withdrawn from a bank account and we are notified
   that the account has been closed, your withdrawals will be discontinued.

GROUP INVESTMENT PROGRAM

1. An individual account will be established for each participant, but the
   initial sales charge for Class A shares will be based on the aggregate dollar
   amount of all participants' investments. To determine how to qualify for this
   program, contact your registered representative or call 1-800-225-5291.
 
- -------------------------------------------------------------------------------
                   ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
                   MAY ESTABLISH ACCOUNTS.
- -------------------------------------------------------------------------------
 
2. The initial aggregate investment of all participants in the group must be at
   least $250.
 
3. There is no additional charge for this program. There is no obligation to
   make investments beyond the minimum, and you may terminate the program 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
    
   
ADJUSTABLE RATE SECURITIES.  Adjustable rate securities purchased by the
Portfolio consist principally of mortgage-backed ("pass-through") securities. A
mortgage-backed pass-through security is formed when mortgages are pooled
together and undivided interests in the pool or pools are sold. The cash flow
from the mortgages is passed through to the holders of the securities in the
form of periodic payments of interest and principal and unscheduled early
payments of principal (i.e., "prepayments"). See "Risks Relating to the
Portfolio's Investments" below. Types of mortgage-backed securities include
Ginnie Mae, Fannie Mae and Freddie
    
 
                                       25
<PAGE>   161
   
Mac pass-through securities. Although these mortgage-backed securities are
guaranteed or issued by U.S. Government agencies or instrumentalities, Fannie
Mae and Freddie Mac securities are not backed by the "full faith and credit" of
the U.S. Government. In such cases, the Portfolio must look principally to the
agency issuing or guaranteeing the security for ultimate payment. Other types of
adjustable rate securities (as described below) include: (1) privately issued
mortgage-backed securities constituting ARMs which are backed by a pool of
conventional adjustable rate mortgage loans; (2) asset-backed securities which
are primarily loan pool securities that are issued and guaranteed by a U.S.
Government agency, such as the Small Business Administration; and (3) CMOs and
multi-class pass-through securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities. Other types of mortgage-backed securities
will likely be developed in the future and the Portfolio may invest in them if
the Adviser determines they are consistent with the Portfolio's investment
objective and policies. For further descriptions of both mortgage-backed and
U.S. Government asset-backed securities, see below.
    
 
   
INDICES.  The interest rates paid on the adjustable rate securities in which the
Portfolio invests generally are readjusted periodically to an increment over
some predetermined interest rate index. Such readjustments occur at intervals
ranging from one to 60 months. The Portfolio will invest at least 65% of its
total assets in Government Agency Adjustable Rate Securities and other
adjustable rate securities which in the aggregate have an average dollar
weighted time to next interest rate reset of one year or less. There are three
main categories of indices: (1) those based on U.S. Treasury securities; (2)
those derived from a calculated measure such as a cost of funds index or a
moving average of mortgage rates; and (3) those based on actively traded or
prominently posted short-term interest rates. Commonly utilized indices include
the one-year constant maturity U.S. Treasury rates, the three-month U.S.
Treasury bill rate, the 180-day U.S. Treasury bill rate, rates on long-term U.S.
Treasury securities, the 11th District Federal Home Loan Bank Costs of Funds,
the National Meridian Cost of Funds, the one-month, three-month, six-month or
one-year London Interbank Offered Rate (LIBOR), the prime rate of a specified
bank, or commercial paper rates. Some indices, such as the one-year constant
maturity U.S. Treasury rate, closely mirror changes in market interest rate
levels. Others, such as the 11th District Federal Home Loan Bank Costs of Funds
Index, tend to lag behind changes in market rate levels and tend to be somewhat
less volatile. The degree of volatility in the market value of the Portfolio's
assets and of the net asset value of the Portfolio's (and the Fund's) shares
will be a function primarily of the length of the adjustment period and the
degree of volatility in the applicable indices. It will also be a function of
the maximum increase or decrease of the interest rate adjustment on any one
adjustment date, in any one year and over the life of the securities. These
maximum increases and decreases are typically referred to as "caps" and
"floors," respectively.
    
 
CHARACTERISTICS OF ADJUSTABLE RATE SECURITIES.  As the interest rates on the
mortgages or financial assets underlying the Portfolio's investments are reset
periodically, yields of portfolio securities will gradually align themselves to
reflect
 
                                       26
<PAGE>   162
 
changes in market rates and should cause the net asset value of the Portfolio
(and the Fund) to fluctuate less dramatically than it would if the Portfolio
invested in more traditional long-term, fixed-rate debt securities. In periods
of substantial short-term volatility in short-term interest rates, the value of
the portfolio may fluctuate more substantially since the caps and floors of the
adjustable rate securities in the Portfolio may not permit the interest rate to
adjust to the full extent of the movements in short-term rates during any one
adjustment period. Accordingly, investors could experience some principal loss
or less gain than might otherwise be achieved if they redeem their shares of the
Fund before the interest rates on the mortgages underlying the Portfolio's
Government ARM securities are adjusted to reflect prevailing market interest
rates. In the event of dramatic increases in interest rates, the lifetime caps
on adjustable rate securities may prevent such securities from adjusting to
prevailing rates over the term of the loan. In this circumstance, the market
value of the adjustable rate securities held by the Portfolio may be
substantially reduced with a corresponding decline in the Portfolio's (and the
Fund's) net asset value.
 
   
ARM SECURITIES.  Generally, ARMs have a specified maturity date and amortize
principal over their life. ARMs typically provide for a fixed initial interest
rate for either the first 3, 6, 12, 13, 36 or 60 scheduled monthly payments.
Thereafter, the rate of amortization of principal, as well as interest payments
on the remaining principal amount of the ARM, changes in accordance with
movements in a specified index. The amount of interest due to an ARM security
holder is calculated by adding a specified additional amount, the "margin," to
the index, subject to limitations or "caps" on the maximum and minimum interest
that is charged to the mortgagor during the life of the mortgage or to maximum
and minimum changes to that interest rate during a given period. Some
residential mortgage loans restrict periodic adjustments by limiting changes in
the borrower's monthly principal and interest payments rather than limiting
interest rate changes. These payment caps may result in negative amortization.
    
 
   
PRIVATELY ISSUED COLLATERALIZED MORTGAGE OBLIGATIONS ("PRIVATE CMOS").  Private
CMOs are debt obligations collateralized by whole mortgage loans or pass-through
mortgage-backed securities issued or guaranteed by U.S. Government agencies or
issued by private issuers (see discussion of "Privately Issued Mortgage-backed
Securities" below). The issuer of a series of private CMOs may elect to be
treated as a Real Estate Mortgage Investment Conduit ("REMIC"). Multi-class
pass-through securities are equity interests in a trust composed of mortgage
loan or other mortgage-backed securities. Payments of principal and interest on
underlying collateral provides the funds to pay debt service on the CMO or to
make scheduled distributions on the multi-class pass-through security. The term
CMO as used in this Prospectus also includes multi-class pass-through
securities. The Portfolio does not invest in multi-class mortgage securities
which are subordinated to other mortgage securities arising out of the same pool
of mortgages (e.g., "residual" interests). The Portfolio will limit investments
in privately issued CMOs and REMICs which are collateralized by privately issued
mortgage-backed securities or whole loans of private issuers to 5% of its net
assets. The Portfolio will invest in private CMOs and REMICs only if they are
rated
    
 
                                       27
<PAGE>   163
   
in the highest categories by a nationally recognized statistical rating
organization (i.e., AAA by Standard & Poor's or Aaa by Moody's).
    
 
   
Privately issued mortgage-backed securities are structured similarly to, and in
most cases represent interests in, Ginnie Mae, Fannie Mae and Freddie Mac
mortgage-backed securities and are issued by originators of and investors in
mortgage loans, including savings and loan associations, mortgage bankers,
commercial banks, investment banks and special purpose subsidiaries of the
foregoing. The Portfolio will (together with privately issued CMOs and REMICs as
described above) limit investment in privately issued mortgage-backed securities
which do not represent interests in Ginnie Mae or Freddie Mac mortgage
certificates to no more than 5% of its net assets.
    
 
   
U.S. GOVERNMENT ZERO COUPON SECURITIES. U.S. Government zero coupon securities
are created by the separation of the interest and principal components of a
previously issued interest paying security. Investment banks may also strip U.S.
Treasury securities and sell them under proprietary names. Since such securities
may not be as liquid as those which are direct obligations of the U.S.
Government, the Portfolio will not invest more than 10% of its total assets in
privately created zero coupon U.S. Treasuries and will include such securities
in its limitations with respect to illiquid securities.
    
 
   
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES ISSUED BY U.S. GOVERNMENT AGENCIES
AND INSTRUMENTALITIES.  The mortgage-backed securities purchased by the
Portfolio include not only adjustable rate mortgages but also conventional
30-year fixed rate mortgages, graduated payment mortgages and 15-year mortgages.
All of these mortgages can be used to create pass-through securities.
    
 
   
Certificates of the Government National Mortgage Association (Ginnie Mae
Certificates) are mortgage-backed securities which evidence an undivided
interest in a pool of mortgage loans. Ginnie Mae Certificates differ from bonds
in that principal is paid back monthly by the borrower over the term of the loan
rather than returned in a lump sum at maturity. Ginnie Mae Certificates entitle
the holder to receive a share of all interest and principal prepayments paid and
owed on the mortgage pool, net of fees paid to the "issuer" and Ginnie Mae,
regardless of whether or not the mortgagor actually makes the payment. The
National Housing Act authorized Ginnie Mae to guarantee the timely payment of
principal and interest on securities backed by a pool of mortgages insured by
the Federal Housing Administration (FHA) or the Farmer's Home Administration
(FHMA), or guaranteed by the Veterans Administration (VA). Ginnie Mae
certificates are backed by the full faith and credit of the U.S. Government.
Ginnie Mae is empowered to borrow without limitation from the U.S. Treasury, if
necessary, to make any payments required under its guarantee. In cases where
U.S. Government support of agencies or instrumentalities is discretionary, no
assurance can be given that the U.S. Government will provide financial support,
since it is not legally obligated to do so.
    
 
   
Established in 1938 to create a secondary market in mortgages, the Federal
National Mortgage Association ("Fannie Mae") is a government-sponsored
corporation owned entirely by private stockholders that purchases residential
mortgages
    
 
                                       28
<PAGE>   164
 
from a list of approved seller/servicers. Fannie Mae issues guaranteed mortgage
pass-through certificates (Fannie Mae Certificates). Fannie Mae Certificates
resemble Ginnie Mae Certificates in that each Fannie Mae Certificate represents
a pro rata share of all interest and principal payments made and owed on the
underlying pool. Fannie Mae guarantees timely payment of interest on Fannie Mae
Certificates and the stated principal amount.
 
   
The Federal Home Loan Mortgage Corporation was created in 1970 through enactment
of Title III of the Emergency Home Finance Act of 1970. Its purpose is to
promote development of a nationwide secondary market in conventional residential
mortgages. Freddie Mac presently issues two types of mortgage pass-through
securities, mortgage participation certificates (PCs) and guaranteed mortgage
certificates. PCs resemble Ginnie Mae Certificates in that each PC represents a
pro rata share of all interest and principal payments made and owed on the
underlying pool. Freddie Mac guarantees timely monthly payment of interest on
PCs and the stated principal amount.
    
 
   
Government asset-backed securities (which are not mortgage-backed securities)
consist primarily of loan pool securities issued or guaranteed by government
agencies and include pass-through securities collateralized by Small Business
Administration (SBA) guaranteed loans whose interest rates adjust in much the
same fashion as described herein with respect to adjustable rate mortgage
securities. Loans underlying such "Loan pool" securities generally include
commercial loans such as working capital loans and equipment loans. SBA creates
loan pool securities from pools of SBA guaranteed portions of loans. These
securities have a guarantee of timely payment of both principal and interest and
are backed by the full faith and credit of the U.S. Government.
    
 
   
A Government CMO is a debt security issued by a U.S. Government instrumentality
("Government CMO") which is backed by a portfolio of mortgage-backed securities
held under an indenture. The issuer's obligation to make interest and principal
payments is secured by the underlying portfolio of mortgages or mortgage-backed
securities. Government CMOs are issued with a number of classes (at least four)
or series, which have different maturities and which may represent interests in
some or all of the interest or principal on the underlying collateral or a
combination thereof. Government CMOs of different classes are generally retired
in sequence as the underlying mortgage loans in the mortgage pool are repaid. In
the event of sufficient early prepayments on such mortgages, the class or series
of Government CMO first to mature generally will be retired prior to its
maturity. Thus, the early retirement of a particular class or series of
Government CMO held by the Portfolio would have the same effect as the
prepayment of mortgages underlying a mortgage-backed pass-through security.
Among the Government CMO classes available are (1) floating (adjustable) rate
classes which have characteristics similar to ARMs and (2) inverse floating rate
classes whose coupons vary inversely with the rate of some market index. REMICs
are private entities formed for the purpose of holding a fixed pool of mortgages
secured by an interest in real property and are similar to CMOs in that they
issue multiple classes of securities. CMOs and REMICs issued by entities other
than U.S.
    
 
                                       29
<PAGE>   165
   
Government agencies or instrumentalities are not considered U.S.
Government securities for purposes of the investment policies of the Fund.
Multi-class pass-through securities are similar to CMOs in that they are
generally divided into several classes; however, they represent equity
interests in a pool of mortgage loans typically held in a trust.
    
 
   
RESTRICTED AND ILLIQUID SECURITIES.  The Portfolio may invest up to 10% of its
total assets in illiquid investments, which include repurchase agreements
maturing in more than seven days, certain over-the-counter options, certain
stripped mortgage-backed securities, certain restricted securities and
securities not readily marketable. Although the Portfolio may purchase
restricted securities which can be offered and sold to "qualified institutional
buyers" under Rule 144A of the Securities Act, its present investment
restriction limits such investment to the foregoing 10% limitation.
    
 
   
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 of fixed-income securities
should not increase direct transaction costs since fixed-income securities are
normally traded on a principal basis without brokerage commissions. Short-term
trading may have the effect of increasing portfolio turnover rate. The Portfolio
does not intend to invest for the purpose of seeking short-term profits. The
Portfolio's investment 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 Portfolio's objective
given a change in an issuer's operations or changes in general market
conditions. A rate of turnover of 100% would occur if the value of the lesser of
purchases and sales of investment securities for a particular year equaled the
average monthly value of investment securities owned during the year (excluding
short-term securities). A high rate of portfolio turnover (100% or more) may
make it more difficult for the Portfolio and Fund to qualify as regulated
investment companies under the Code. The Portfolio's portfolio turnover rate is
set forth in the table under "Financial Highlights."
    
 
   
LENDING OF SECURITIES AND REPURCHASE AGREEMENTS.  For the purpose of realizing
additional income, the Portfolio may lend to broker-dealers portfolio securities
amounting to not more than 33 1/3% of its total assets taken at current value or
may enter into repurchase agreements. In a repurchase agreement, the Portfolio
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 Portfolio may reinvest any cash collateral in
short-term, liquid debt securities. However, they may involve some credit risk
to the Portfolio (and, therefore, the Fund) if the other party should default on
its obligation and the Portfolio is delayed in or prevented from recovering the
collateral. Securities loaned by the Portfolio will remain subject to
fluctuations of market value.
    
 
   
WHEN-ISSUED SECURITIES.  The Portfolio may purchase securities on a forward
commitment or "when-issued" basis. The Fund will segregate in a separate account
cash or liquid, high grade debt securities equal in value to its forward
commitments and when-issued securities. Purchasing debt securities for future
    
 
                                       30
<PAGE>   166
 
   
delivery or on a when-issued basis may increase the Fund's overall investment
exposure and involves a risk of loss if the value of the securities declines
before the settlement date.
    
 
   
MORTGAGE "DOLLAR ROLL" TRANSACTIONS.  The Portfolio may enter into mortgage
"dollar roll" transactions with selected banks and broker-dealers pursuant to
which the Portfolio sells mortgage-backed securities and simultaneously
contracts to repurchase substantially similar (same type, coupon and maturity)
securities on a specified future date. The Portfolio will only enter into
covered rolls. A "covered roll" is a specific type of dollar roll for which
there is an offsetting cash position or a cash equivalent security position
which matures on or before the forward settlement date of the dollar roll
transaction.
    
 
   
REVERSE REPURCHASE AGREEMENTS.  A reverse repurchase agreement involves the sale
of a security by the Portfolio and its agreement to repurchase the instrument at
a specified time and price. The Portfolio will maintain a segregated account
consisting of liquid, high grade debt securities to cover its obligations under
reverse repurchase agreements with selected banks or securities firms approved
in advance by the Trustees. The Portfolio will use the proceeds to purchase
other investments. Reverse repurchase agreements are considered to be borrowings
by the Portfolio and as an investment practice may be considered speculative.
Repurchase agreements magnify the potential for gain or loss on the portfolio
securities of the Portfolio and therefore, increase the possibility of
fluctuation in the Portfolio's (and, therefore, the Fund's) net asset value. The
Portfolio may borrow money for temporary administrative or emergency purposes.
To avoid the potential leveraging effects of the Portfolio's borrowings,
additional investments will not be made while borrowings are in excess of 5% of
the Portfolio's total assets. The Portfolio will limit its investments in
reverse repurchase agreements and other borrowings to no more than 33 1/3% of
its total assets.
    
 
   
RISKS RELATING TO THE PORTFOLIO'S INVESTMENTS.  The assets of the Fund are
invested in the Portfolio, the assets of which are constantly being invested in
portfolio securities. The value of the securities held by the Portfolio and,
therefore, the net asset value per share of both the Fund and the Portfolio will
fluctuate with interest rate changes. Therefore, at the time of redemption, an
investor's shares in the Fund may be worth more or less than their value at the
time of purchase. The guarantees of the U.S. Government and its agencies as to
payment of principal and interest of the Portfolio's U.S. Government securities
do not extend to the value or yield of such securities or of the Fund's shares.
Investments of the Portfolio are subject to certain risks.
    
 
   
Mortgage-backed securities are subject to the prepayment of principal on the
assets underlying these securities. Prepayment rates are affected by changes in
prevailing interest rates and numerous other economic, geographic, social and
other factors. Changes in the rate of prepayments will generally affect the
yield to maturity of the security. Therefore, as a result of these prepayment
characteristics and their effect on the holders of these securities, the
Portfolio (and the Fund) may experience a high rate of prepayment when interest
rates decline and may therefore face the necessity of reinvesting at a time when
rates of return are
    
 
                                       31
<PAGE>   167
   
relatively low which could result in a reduction in principal if some
securities were acquired at a premium. On the other hand, when such securities
are bought at a discount both scheduled payments of principal and unscheduled
prepayments will increase and total return will accelerate the recognition
of income which, when distributed to shareholders, will be taxable as ordinary
income.
    
 
   
In addition to prepayment characteristics and the interest rate reset features
of mortgage-backed and government asset-backed securities as previously
described (which are also applicable to the mortgage-backed and asset-backed
adjustable rate securities), the market value of adjustable rate securities and,
therefore, the Portfolio's and the Fund's net asset values, respectively, may
vary to the extent that the current interest rate on securities differs from
market interest rates during periods between the interest rate reset dates.
These variations in value occur inversely to changes in the market interest
rates. Thus, if market interest rates fall below the current rate on the
securities, the value of the securities will rise. If investors in the Fund sold
their shares during periods of rising rates before an adjustment occurred, such
investors may suffer some loss. The longer the adjustment intervals on
adjustable rate securities held by the Portfolio, the greater the potential for
fluctuations in the Portfolio's (and the Fund's) net asset value. In addition,
because of their interest rate adjustment feature, adjustable rate securities
are not an effective means of "locking-in" attractive interest rates for periods
in excess of the adjustment period.
    
 
   
Privately issued mortgage-backed securities constituting ARMs are backed by a
pool of conventional adjustable rate mortgage loans. Since privately issued
mortgage-backed securities typically are not guaranteed by an entity having the
credit status of Ginnie Mae, Fannie Mae and Freddie Mac, such securities
generally are structured with one or more types of credit enhancement such as
guarantees, insurance policies or letters of credit obtained by the issuer or
sponsor from third parties, through various means of structuring the transaction
or through a combination of such approaches.
    
 
   
Stripped securities are issued at a significant discount from their principal
amount in lieu of paying interest periodically; therefore, their value is
subject to greater fluctuations in response to changes in market interest rates
than bonds which pay interest currently. In addition, stripped securities were
only recently developed, and therefore established trading markets have not yet
been fully developed.
    
 
                                       32
<PAGE>   168
 
                                    (NOTES)
<PAGE>   169
 
                                    (NOTES)
<PAGE>   170
 
                                    (NOTES)
<PAGE>   171
 
                                               JOHN HANCOCK
JOHN HANCOCK ADJUSTABLE                        ADJUSTABLE
U.S. GOVERNMENT TRUST                          U.S. GOVERNMENT
                                               TRUST
   INVESTMENT ADVISER
   John Hancock Advisers, Inc.
   101 Huntington Avenue
   Boston, Massachusetts
   02199-7603
                                               
   PRINCIPAL DISTRIBUTOR                       CLASS A AND CLASS B SHARES
   John Hancock Funds, Inc.                    PROSPECTUS
   101 Huntington Avenue                       MAY 15, 1995
   Boston, Massachusetts
   02199-7603
                                               
   
   CUSTODIAN
   Investors Bank & Trust Company              A MUTUAL FUND SEEKING TO
   24 Federal Street                           EARN A HIGH LEVEL OF CURRENT
   Boston, Massachusetts 02110                 INCOME CONSISTENT WITH LOW 
                                               VOLATILITY OF PRINCIPAL.
    
   TRANSFER AGENT
   John Hancock Investor Services
   Corporation
   P.0. Box 9116
   Boston, Massachusetts
   02205-9116
 
   INDEPENDENT AUDITORS
   Ernst & Young LLP
   200 Clarendon Street
   Boston, Massachusetts 02116
 
HOW TO OBTAIN INFORMATION
ABOUT THE FUND
AND THE PORTFOLIO
 
For Service Information                        101 HUNTINGTON AVENUE
For Telephone Exchange  call 1-800-225-5291    BOSTON, MASSACHUSETTS 02199-7603
For Investment-by-Phone                        TELEPHONE 1-800-225-5291
For Telephone Redemption
For TDD call 1-800-554-6713
                                               
   
T320P 5/95      [RECYCLE LOGO]      Printed on Recycled Paper
    
<PAGE>   172
   




                       ADJUSTABLE U.S. GOVERNMENT FUND


         PROSPECTUS
         MAY 15, 1995
                                                                          
         ________________________________________________________________

                                  TABLE OF CONTENTS
                                                                     Page

         Expense Information.......................................    1
         The Fund's Financial Highlights...........................    3
         Investment Objective and Policies.........................    5
         Organization and Management of the Fund...................    7
         The Fund's Expenses.......................................    8
         Dividends and Taxes.......................................    8
         Performance...............................................   10
         How to Buy Shares.........................................   10
         Share Price...............................................   13
         How to Redeem Shares......................................   13
         Additional Information....................................   16
         Investments, Techniques and Risk Factors..................   16

              This Prospectus sets forth the information about Adjustable
         U.S. Government Fund (the "Fund"), a diversified series of John
         Hancock Bond Fund (the "Trust"), that you should know before
         investing.  Please read and retain it for future reference.

              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).

              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.

         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>   173
   





         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
         March 31, 1994 adjusted to reflect current fees and expenses.
         Actual fees and expenses in the future may be greater or less than
         those indicated.
<TABLE>
         <S>                                                    <C>
         SHAREHOLDER TRANSACTION EXPENSES
         Maximum sales charge imposed on purchase
           (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 fees 
           (net of limitation)................................  0.31%
         12b-1 fee............................................  None
         Other expenses*......................................  0.19%
                                                                ----
         Total Fund Operating Expenses (net
           of limitation)**...................................  0.50%
<FN>                                                            ====
         ________________

         *     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
               until December 31, 1996.  Without such limitations the
               Management Fee and Total Fund Operating Expenses of Fund
               shares would have been estimated as 0.40% and 0.69%,
               respectively. 

         +     Redemption by wire fee (currently $4.00) not included.

</TABLE>
    
<PAGE>   174
   

<TABLE>
<CAPTION>



         EXAMPLE:                                    1      3      5     10
                                                    YEAR  YEARS  YEARS  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..............  $5    $16    $28    $63
</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 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 "Purchase of
         Shares."


































                                         -2-
    
<PAGE>   175
   





         THE FUND'S FINANCIAL HIGHLIGHTS

              The information in the following table of financial
         highlights for the periods ended March 31, 1994, and prior, has
         been audited by Ernst & Young LLP, the Fund's independent
         auditors, whose unqualified report is included in the Fund's 1994
         Annual Report and is included in the Statement of Additional
         Information.  The financial highlights for the six-month period
         ended September 30, 1994 are unaudited.  Further information about
         the performance of the shares 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 shares of the Fund outstanding during the
         periods indicated is as follows.
<CAPTION>
                               Period
                                Ended       Year         Year       Period
                            September 30,   Ended        Ended       Ended
                                1994      March 31,    March 31,   March 31,
                             (unaudited)    1994        1993        1992(1) 
                             -----------  ---------    ---------   --------
  <S>                            <C>        <C>         <C>         <C>
  Net asset value, 
   beginning of period           $9.89      $10.05      $10.03      $10.00

  INCOME FROM INVESTMENT 
   OPERATIONS
   Net investment income          0.21        0.43        0.58        0.17
   Net realized and unrealized 
    gain (loss) on investments   (0.16)      (0.15)       0.02        0.03

    Total from Investment 
     Operations                   0.05        0.28        0.60        0.20

  LESS DISTRIBUTIONS
   Dividends from net 
    investment income            (0.21)      (0.44)      (0.58)      (0.17)
                                 -----      ------      ------      ------

  Net asset value, 
   end of period                 $9.73      $ 9.89      $10.05      $10.03

  Total Return                    0.52%       2.77%       6.08%       1.96%
                                 -----      ------      ------      ------
</TABLE>







                                         -3-
    
<PAGE>   176
   

<TABLE>
<CAPTION>

                               Period
                                Ended       Year         Year       Period
                            September 30,   Ended        Ended       Ended
                                1994      March 31,    March 31,   March 31,
                             (unaudited)    1994         1993       1992(1) 
                             ----------   --------     ---------   --------
  <S>                          <C>         <C>         <C>         <C>
  RATIOS AND 
   SUPPLEMENTAL DATA
   Ratio of expenses to 
    average net assets            0.59%       0.59%       0.62%       0.85%
   Ratio of expense 
    reimbursement to
    average net assets           (0.22)%     (0.09)%     (0.12)%     (0.35)%
                                 -------     -------     -------     -------
   Ratio of net expenses 
    to average net assets         0.37%       0.50%       0.50%       0.50%
                                 ------      ------      ------      ------

   Ratio of net 
    investment income
    to average net assets         2.10%       4.29%       5.53%       6.85%(2)

   Portfolio turnover              167%        244%        186%          1%

   Net Assets, end of period
   (in thousands)              $17,430     $35,821     $46,874     $15,348
<FN>
     _________________________________                                  
      (1)     Financial highlights are for the period from December 31,
              1991 (date of Fund's initial offering of shares to the
              public) to March 31, 1992, and have been annualized (with the
              exception of total return).

      (2)     The ratio of net investment income to average net assets is
              computed based on paid shares since only paid shares are
              entitled to receive dividends from net investment income.


</TABLE>
















                                         -4-
    
<PAGE>   177
   





         INVESTMENT OBJECTIVE AND POLICIES

              THE FUND SEEKS TO EARN A HIGH LEVEL OF CURRENT INCOME,
         CONSISTENT WITH LOW VOLATILITY OF PRINCIPAL.

              The investment objective of the Fund is to earn a high level
         of current income, consistent with low volatility of principal.
         The Fund seeks to achieve its investment objective by investing
         substantially all of its assets in U.S. Government securities,
         i.e., securities which are issued or guaranteed by the U.S.
         Government, its agencies or instrumentalities.

              Under normal circumstances, at least 65% of the Fund's assets
         will be invested in adjustable rate mortgage securities ("ARMs")
         and pass-through securities representing interests in loan pools
         and having periodic interest rate resets, which in each case must
         be U.S. Government securities (collectively, "Government Agency
         Adjustable Rate Securities").  The Fund expects that it will be
         fully invested in Government Agency Adjustable Rate Securities and
         in other U.S. Government securities which pay interest at fixed
         rates and, as more fully described below, in highly rated (i.e.,
         AAA) debt securities which pay interest at fixed or adjustable
         rates.

              The Fund will seek to achieve its objective by normally
         investing at least 65% of its total assets in Government Agency
         Adjustable Rate Securities.  Adjustable rate securities, which
         consist primarily of mortgage-backed securities ("ARMs"), bear
         interest at rates that adjust or "reset" at periodic intervals in
         conjunction with changes in market levels of interest.  Mortgage-
         backed securities are securities that directly or indirectly
         represent a participation in, or are secured by and payable from a
         pool of mortgage loans secured by real property.  Many mortgage-
         backed securities derive their value from an underlying investment
         structure and accordingly are known as "derivatives." Derivatives
         (such as stripped mortgage-backed securities) involve certain
         risks including higher price volatility and the possible lack of a
         readily available market.  The primary issuers or guarantors of
         these securities currently are the Government National Mortgage
         Association ("Ginnie Mae"), the Federal National Mortgage
         Association ("Fannie Mae") and the Federal Home Loan Mortgage
         Corporation ("Freddie Mac").  The Fund will limit its investment
         in stripped mortgage-backed securities to 10% of its total assets.
         While the Fund is permitted to invest up to 100% of its assets in
         other derivative securities, it does not expect to invest
         substantially in derivative securities.  See "Investments,
         Techniques and Risk Factors" for a further description of
         mortgage-backed securities and the risks associated with
         derivatives. 



                                         -5-
    
<PAGE>   178
   





              Under normal circumstances, the Fund invests at least 80% of
         its total assets in U.S. Government securities bearing interest at
         fixed or adjustable rates, including collateralized mortgage
         obligations issued and guaranteed by a U.S. Government agency
         ("Government CMOs") and U.S. Treasury securities originally issued
         in the form of a face-amount only security paying no interest
         ("U.S. Government zero coupon securities"), and repurchase
         agreements and forward commitments with respect to such
         securities.  The balance of the Fund's assets may be invested in:
         (i) privately issued collateralized mortgage obligations ("private
         CMOs") bearing interest at adjustable rates or fixed rates;
         (ii) privately issued mortgage-backed securities (bearing interest
         at adjustable rates or fixed rates) which are, at the time of
         purchase, rated AAA by Standard & Poor's Ratings Group
         ("Standard & Poor's"), Aaa by Moody's Investors Service, Inc.
         ("Moody's"), AAA by Fitch Investors, Inc. ("Fitch") and (iii) U.S.
         Government zero coupon securities created by the separation of the
         interest and principal components of a previously issued interest
         paying security.  

              The foregoing policies and practices may involve risks not
         assumed by more conservative investment companies such as money
         market funds and are further described in this Prospectus under
         the caption "Investments, Techniques and Risk Factors." Other
         types of mortgage-backed securities will likely be developed in
         the future and the Fund may invest in them if the Adviser
         determines they are consistent with the Fund's investment
         objectives and policies.  

              When determined to be appropriate because of market
         conditions or liquidity requirements, the Fund may, as a defensive
         measure or for temporary purposes, invest without limit in high
         quality short-term securities (e.g., U.S. Government money market
         securities rated in the highest category by a nationally
         recognized statistical rating organization).

              Because the interest rate on ARMs and other adjustable rate
         securities generally moves in the same direction as market
         interest, the market value of these securities tends to be more
         stable than that of long-term fixed rate securities.  The Fund
         seeks to reduce volatility of principal and enhance consistency of
         its net asset value by structuring its investments so that at
         least 90% of its total assets in adjustable rate securities and in
         fixed rate debt securities will at the time of purchase have a
         final maturity or average life of less than 5 years.  The Fund
         believes that by maintaining a short to an intermediate duration,
         it is likely that it will obtain current income in excess of that
         of a portfolio of shorter-term or money market securities but with
         less volatility in market value (and, consequently, the Fund's net
         asset value) than long-term fixed rate mortgage-backed securities.


                                         -6-
    
<PAGE>   179
   





         Duration, a statistic that is expressed in time periods such as
         years, is a measure of the exposure of the Fund to changes in
         interest rates.  The Fund does not maintain a constant net asset
         value.

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

              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 non-
         fundamental.  The Fund's investment objective and the fundamental
         policies set forth in the Statement of Additional Information may
         not be changed without the approval of the Fund's shareholders.
         The Fund's nonfundamental policies and restrictions, however, may
         be changed by a vote of the Trustees without shareholder approval,
         upon 30 days' prior notice to shareholders.  There can be no
         assurance that the Fund will achieve its investment objective.


         ORGANIZATION AND MANAGEMENT OF THE FUND

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

              The Fund is organized as a separate, diversified portfolio of
         the Trust, an open-end management investment company organized as
         a Massachusetts business trust in 1984.  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 Trust, under certain circumstances, will
         assist in shareholder communications with other shareholders.  

              JOHN HANCOCK ADVISERS, INC. ADVISES INVESTMENT COMPANIES
         HAVING AN AGGREGATE NET ASSET VALUE OF MORE THAN $13 BILLION.

              John Hancock Advisers, Inc. (the "Adviser") was organized in
         1968 and is a wholly-owned indirect subsidiary of the John Hancock
         Mutual Life Insurance Company, Inc. (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




                                         -7-
    
<PAGE>   180
   





         all of the John Hancock mutual funds through brokers which have
         arrangements with John Hancock Funds.  Certain Trust officers are
         also officers of the Adviser and John Hancock Funds.

              All investment decisions are made by a committee and no
         single person is primarily responsible for making recommendations
         to the committee.

              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.  


         THE FUND'S EXPENSES

              For managing its investment affairs, the Fund pays a monthly
         fee to the Adviser equal to 0.40% of the Fund's average daily net
         assets.  

              During the Fund's fiscal year ended March 31, 1994, the
         advisory fee paid by the Fund was equal to 0.31% of the Fund's
         average daily net assets, reflecting the agreement by the Fund's
         previous investment adviser to reduce operating expenses and not
         to impose a portion of its management fee during that year.  The
         Adviser has voluntarily and temporarily agreed to continue to
         limit the Fund's aggregate operating expenses until December 31,
         1996 and not to impose its management fee to the extent necessary
         to limit the total of the Fund's management fees and the aggregate
         operating expenses of the Fund to 0.50% of the Fund's average net
         assets. 


         DIVIDENDS AND TAXES

              THE FUND GENERALLY DECLARES DIVIDENDS DAILY AND DISTRIBUTES
         THEM MONTHLY.  

              DIVIDENDS.  The Fund generally declares daily and distributes
         monthly dividends representing all or substantially all of its net
         investment income.  The Fund will distribute net realized
         long-term and short-term capital gains, if any, at least annually.  





                                         -8-
    
<PAGE>   181
   





              Dividends are reinvested in additional Fund shares 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.  

              TAXATION.  Dividends from the Fund's net investment income
         and net short-term capital gains are taxable to you as ordinary
         income and dividends from the Fund's net long-term capital gains
         are taxable as long-term capital gain.  These dividends are
         taxable whether you take them in cash or reinvest in additional
         shares.  Certain dividends may be paid in January of a given year
         but may be taxable as if you received them the previous December.  

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

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

              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 and the proceeds
         of redemptions or exchanges.

              In addition to Federal taxes, you may be subject to state,
         local or foreign taxes with respect to your investment in and
         distributions from the Fund.  Non-U.S. shareholders and tax-exempt
         shareholders are subject to different tax treatment not described
         above.  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.  You
         should consult your tax adviser for specific advice.








                                         -9-
    
<PAGE>   182
   





         PERFORMANCE

              THE FUND MAY ADVERTISE ITS YIELD AND TOTAL RETURN.  

              Yield reflects the Fund's rate of income on portfolio
         investments as a percentage of its share price.  Yield is computed
         by annualizing the result of dividing the net investment income
         per share over a 30 day period by the maximum offering price per
         share on the last day of that period.  Yield is also calculated
         according to accounting methods that are standardized for all
         stock and bond funds.  Because yield accounting methods differ
         from the methods used for other accounting purposes, the Fund's
         yield may not equal the income paid on shares or the income
         reported in the Fund's financial statements.  

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

              The value of Fund shares, when redeemed, may be more or less
         than their original cost.  Both yield and total return are
         historical calculations and are not an indication of future
         performance.  


         HOW TO BUY SHARES

       +---------------------------------------------------------------+
       | OPENING AN ACCOUNT                                            |
       |                                                               |
       |      The minimum initial investment is $10,000,000.           |
       | Complete the Account Application attached to this Prospectus. |
       |                                                               |
       +---------------------------------------------------------------+
       |                                                               |
       | BY CHECK                                                      |
       |                                                               |
       |      1.   Make your check payable to John Hancock Investor    |
       |           Services Corporation ("Investor Services"),         |
       |           P.O. Box 9115, Boston, MA, 02205-9115.              |
       |                                                               |
       |      2.   Deliver the completed application and check to your |
       |           registered representative or a broker with an       |
       |           agreement with John Hancock Funds ("Selling Broker")| 
       |           or mail it directly to Investor Services.           |
       |                                                               |
       +---------------------------------------------------------------+



                                        -10-
    
<PAGE>   183
   





       +---------------------------------------------------------------+
       |                                                               |
       | 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:  Adjustable U.S. Government Fund|
       |                Your Account Number                            |
       |                Name(s) under which account is registered      |
       |                                                               |
       |      3.   Deliver the completed application to your registered|
       |           representative or Selling Broker or mail it         |
       |           directly to Investor Services.                      |
       +---------------------------------------------------------------+
       | BUYING ADDITIONAL SHARES                                      |
       |                                                               |
       |      MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)            |
       |                                                               |
       |      1.   Complete the "Automatic Investing" and "Bank        |
       |           Information" sections on the Account Privileges     |
       |           Application designating a bank account from which   |
       |           funds may be drawn.                                 |
       |                                                               |
       |      2.   The amount you elect to invest will be automatically|
       |           withdrawn from your bank or credit union account.   |
       +---------------------------------------------------------------+
       |      BY TELEPHONE                                             |
       |                                                               |
       |      1.   Complete the "Invest-By-Phone" and "Bank            |
       |           Information" sections on the Account Privileges     |
       |           Application designating a bank account from which   |
       |           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.                                            |
       |                                                               |
       +---------------------------------------------------------------+




                                        -11-
    
<PAGE>   184
   




       +---------------------------------------------------------------+
       |      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:  Adjustable U.S. Government Fund|
       |                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   |
       | unless a request is made in writing to Investor Services.     |
       +---------------------------------------------------------------+

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

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







                                        -12-
    
<PAGE>   185
   





         SHARE PRICE

              The net asset value per share ("NAV") is the value of one
         share.  The NAV is calculated by dividing the net assets of the
         Fund by the number of outstanding shares of the Fund.  Securities
         in the Fund's portfolio are valued on the basis of market
         quotations, valuations provided by independent pricing services or
         at fair value as determined in good faith according to procedures
         approved by the Trustees.  Short-term debt investments maturing
         within 60 days are valued at amortized cost, which the Board has
         determined approximates market value.  The NAV of the Fund is
         calculated once daily as of the close of regular trading on the
         New York Stock Exchange (generally at 4:00 P.M., New York time) on
         each day that the Exchange is open.

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


         HOW TO REDEEM SHARES

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

              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).

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








                                        -13-
    
<PAGE>   186
   




       +---------------------------------------------------------------+
       | 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) and |
       | address shown on the account.                                 |
       +---------------------------------------------------------------+
       |      If reasonable procedures, such as those described above, |
       |  are not followed, the Fund may be liable for any loss due to |
       | unauthorized or fraudulent telephone instructions.  In        |
       | all other cases, neither the Fund nor 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.   |
       |                                                               |
       +---------------------------------------------------------------+
       | 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.                                           |
       +---------------------------------------------------------------+







                                        -14-
    
<PAGE>   187
   





       +---------------------------------------------------------------+
       | TYPE OF REGISTRATION       REQUIREMENTS                       |
       | --------------------       ------------                       |
       | Individual, Joint Tenants, A letter of instruction signed     |
       |   Sole Proprietorship,     (with titles where applicable)     |
       |   Custodial (Uniform       by all persons authorized to       |
       |   Gifts or Transfer to     sign for the account, exactly      |
       |   Minors Act), General     as it is registered with the       |
       |   Partners                 signature(s) guaranteed.           |
       |                                                               |
       | Corporation, Association   A letter of instruction and a      |
       |                            corporate resolution, signed by    |
       |                            person(s) authorized to act on     |
       |                            the account with the signature(s)  |
       |                            guaranteed.                        |
       |                                                               |
       | Trusts                     A letter of instruction signed by  |
       |                            the Trustee(s) with the            |
       |                            signature(s) guaranteed.  (If the  |
       |                            Trustee's name is not registered   |
       |                            on your account, also provide a    |
       |                            copy of the trust document,        |
       |                            certified within the last 60 days.)|
       +---------------------------------------------------------------+
       |      If you do not fall into any of these registration        |
       | categories, please call 1-800-225-5291 for further            |
       | instructions.                                                 |
       |                                                               |
       +---------------------------------------------------------------+
       |                                                               |
       | WHO MAY GUARANTEE YOUR SIGNATURE.                             |
       |                                                               |
       |      A signature guarantee is a widely accepted way to protect|
       | you and the Fund by verifying the 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.                                                       |
       |                                                               |
       | 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 $100     |
       | (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.                |


                                        -15-
    
<PAGE>   188
   





       |                                                                  |
       |      Shareholders will be notified before these redemptions      |
       | are to be made or this fee is imposed and will have 60 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.       |
       +------------------------------------------------------------------+


         ADDITIONAL INFORMATION

              As of the date of this Prospectus, John Hancock Adjustable
         U.S. Government Trust ("Government Trust") owned 100% of the
         Fund's shares.  As sole shareholder of the Fund, Government Trust
         has voting control over certain matters affecting the Fund as
         provided under the Investment Company Act of 1940.  In addition,
         since each of the Fund and Government Trust is a series of the
         Trust, the Trustees may be called upon from time to time to
         resolve possible conflicts between the Fund and the Government
         Trust.  Accordingly, the Trustees have formed two committees, the
         "Fund Committee" and the "Government Trust Committee," each of
         whose respective members are comprised entirely of independent
         trustees who do not serve on the other Committee.  The
         responsibilities of the Committees are to monitor and protect the
         interests of the Fund and Government Trust, respectively.  In
         acting on matters on behalf of the Fund (or on behalf of
         Government Trust), the Trustees shall act as recommended by the
         Fund Committee (or the Government Trust Committee), as the case
         may be.


         INVESTMENTS, TECHNIQUES AND RISK FACTORS

              ADJUSTABLE RATE SECURITIES.  Adjustable rate securities
         purchased by the Fund consist principally of mortgage-backed
         ("pass-through") securities.  A mortgage-backed pass-through
         security is formed when mortgages are pooled together and
         undivided interests in the pool or pools are sold.  The cash flow
         from the mortgages is passed through to the holders of the
         securities in the form of periodic payments of interest and
         principal and unscheduled early payments of principal (i.e.,
         "prepayments").  See "Risks Relating to the Fund's Investments"
         below.  Types of mortgage-backed securities include Ginnie Mae,
         Fannie Mae and Freddie Mac pass-through securities.  Although
         these mortgage-backed securities are guaranteed or issued by U.S.
         Government agencies or instrumentalities, Fannie Mae and Freddie
         Mac securities are not backed by the "full faith and credit" of
         the U.S. Government.  In such cases, the Fund must look
         principally to the agency issuing or guaranteeing the security for
         ultimate payment.  Other types of adjustable rate securities (as



                                        -16-
    
<PAGE>   189
   





         described below) include: (1) privately issued mortgage-backed
         securities constituting ARMs which are backed by a pool of
         conventional adjustable rate mortgage loans; (2) asset-backed
         securities which are primarily loan pool securities that are
         issued and guaranteed by a U.S. Government agency, such as the
         Small Business Administration; and (3) CMOs and multi-class pass-
         through securities issued or guaranteed by the U.S. Government,
         its agencies or instrumentalities.  Other types of mortgage-backed
         securities will likely be developed in the future and the Fund may
         invest in them if the Adviser determines they are consistent with
         the Fund's investment objective and policies.  For further
         descriptions of both mortgage-backed and U.S. Government asset-
         backed securities, see below.

              INDICES.  The interest rates paid on the adjustable rate
         securities in which the Fund invests generally are readjusted
         periodically to an increment over some predetermined interest rate
         index.  Such readjustments occur at intervals ranging from one to
         60 months.  The Fund will invest at least 65% of its total assets
         in Government Agency Adjustable Rate Securities and other
         adjustable rate securities which in the aggregate have an average
         dollar weighted time to next interest rate reset of one year or
         less.  There are three main categories of indices:  (1) those
         based on U.S. Treasury securities; (2) those derived from a
         calculated measure such as a cost of funds index or a moving
         average of mortgage rates; and (3) those based on actively traded
         or prominently posted short-term interest rates.  Commonly
         utilized indices include the one-year constant maturity U.S.
         Treasury rates, the three-month U.S. Treasury bill rate, the 180-
         day U.S. Treasury bill rate, rates on long-term U.S. Treasury
         securities, the 11th District Federal Home Loan Bank Costs of
         Funds, the National Meridian Cost of Funds, the one-month, three-
         month, six-month or one-year London Interbank Offered Rate
         (LIBOR), the prime rate of a specified bank, or commercial paper
         rates.  Some indices, such as the one-year constant maturity U.S.
         Treasury rate, closely mirror changes in market interest rate
         levels.  Others, such as the 11th District Federal Home Loan Bank
         Costs of Funds Index, tend to lag behind changes in market rate
         levels and tend to be somewhat less volatile.  The degree of
         volatility in the market value of the Fund's assets and of the net
         asset value of the Fund's shares will be a function primarily of
         the length of the adjustment period and the degree of volatility
         in the applicable indices.  It will also be a function of the
         maximum increase or decrease of the interest rate adjustment on
         any one adjustment date, in any one year and over the life of the
         securities.  These maximum increases and decreases are typically
         referred to as "caps" and "floors," respectively.





                                        -17-
    
<PAGE>   190
   





              CHARACTERISTICS OF ADJUSTABLE RATE SECURITIES.  As the
         interest rates on the mortgages or financial assets underlying the
         Fund's investments are reset periodically, yields of portfolio
         securities will gradually align themselves to reflect changes in
         market rates and should cause the net asset value of the Fund to
         fluctuate less dramatically than it would if the Fund invested in
         more traditional long-term, fixed-rate debt securities.  In
         periods of substantial short-term volatility in short-term
         interest rates, the value of the portfolio may fluctuate more
         substantially since the caps and floors of the adjustable rate
         securities in the Fund may not permit the interest rate to adjust
         to the full extent of the movements in short-term rates during any
         one adjustment period.  Accordingly, investors could experience
         some principal loss or less gain than might otherwise be achieved
         if they redeem their shares of the Fund before the interest rates
         on the mortgages underlying the Fund's Government ARM securities
         are adjusted to reflect prevailing market interest rates.  In the
         event of dramatic increases in interest rates, the lifetime caps
         on adjustable rate securities may prevent such securities from
         adjusting to prevailing rates over the term of the loan.  In this
         circumstance, the market value of the adjustable rate securities
         held by the Fund may be substantially reduced with a corresponding
         decline in the Fund's net asset value.  

              ARM SECURITIES.  Generally, ARMs have a specified maturity
         date and amortize principal over their life.  ARMs typically
         provide for a fixed initial interest rate for either the first 3,
         6, 12, 13, 36 or 60 scheduled monthly payments.  Thereafter, the
         rate of amortization of principal, as well as interest payments on
         the remaining principal amount of the ARM, changes in accordance
         with movements in a specified index.  The amount of interest due
         to an ARM security holder is calculated by adding a specified
         additional amount, the "margin," to the index, subject to
         limitations or "caps" on the maximum and minimum interest that is
         charged to the mortgagor during the life of the mortgage or to
         maximum and minimum changes to that interest rate during a given
         period.  Some residential mortgage loans restrict periodic
         adjustments by limiting changes in the borrower's monthly
         principal and interest payments rather than limiting interest rate
         changes.  These payment caps may result in negative amortization.  

              PRIVATELY ISSUED COLLATERALIZED MORTGAGE OBLIGATIONS
         ("PRIVATE CMOS").  Private CMOs are debt obligations
         collateralized by whole mortgage loans or pass-through mortgage-
         backed securities issued or guaranteed by U.S. Government agencies
         or issued by private issuers (see discussion of "Privately Issued
         Mortgage-backed Securities" below).  The issuer of a series of
         private CMOs may elect to be treated as a Real Estate Mortgage
         Investment Conduit ("REMIC").  Multi-class pass-through securities
         are equity interests in a trust composed of mortgage loan or other


                                        -18-
    
<PAGE>   191
   





         mortgage-backed securities.  Payments of principal and interest on
         underlying collateral provides the funds to pay debt service on
         the CMO or to make scheduled distributions on the multi-class
         pass-through security.  The term CMO as used in this Prospectus
         also includes multi-class pass-through securities.  The Fund does
         not invest in multi-class mortgage securities which are
         subordinated to other mortgage securities arising out of the same
         pool of mortgages (e.g., "residual" interests).  The Fund will
         limit investments in privately issued CMOs and REMICs which are
         collateralized by privately issued mortgage-backed securities or
         whole loans of private issuers to 5% of its net assets.  The Fund
         will invest in private CMOs and REMICs only if they are rated in
         the highest categories by a nationally recognized statistical
         rating organization (i.e., AAA by Standard & Poor's or Aaa by
         Moody's).

              Privately issued mortgage-backed securities are structured
         similarly to, and in most cases represent interests in, Ginnie
         Mae, Fannie Mae and Freddie Mac mortgage-backed securities and are
         issued by originators of and investors in mortgage loans,
         including savings and loan associations, mortgage bankers,
         commercial banks, investment banks and special purpose
         subsidiaries of the foregoing.  The Fund will (together with
         privately issued CMOs and REMICs as described above) limit
         investment in privately issued mortgage-backed securities which do
         not represent interests in Ginnie Mae or Freddie Mac mortgage
         certificates to no more than 5% of its net assets.

              U.S. GOVERNMENT ZERO COUPON SECURITIES.  U.S. Government zero
         coupon securities are created by the separation of the interest
         and principal components of a previously issued interest paying
         security.  Investment banks may also strip U.S. Treasury
         securities and sell them under proprietary names.  Since such
         securities may not be as liquid as those which are direct
         obligations of the U.S. Government, the Fund will not invest more
         than 10% of its total assets in privately created zero coupon U.S.
         Treasuries and will include such securities in its limitations
         with respect to illiquid securities.

              MORTGAGE-BACKED AND ASSET-BACKED SECURITIES ISSUED BY U.S.
         GOVERNMENT AGENCIES AND INSTRUMENTALITIES.  The mortgage-backed
         securities purchased by the Fund include not only adjustable rate
         mortgages but also conventional 30-year fixed rate mortgages,
         graduated payment mortgages and 15-year mortgages.  All of these
         mortgages can be used to create pass-through securities.

              Certificates of the Government National Mortgage Association
         (Ginnie Mae Certificates) are mortgage-backed securities which
         evidence an undivided interest in a pool of mortgage loans.
         Ginnie Mae Certificates differ from bonds in that principal is


                                        -19-
    
<PAGE>   192
   





         paid back monthly by the borrower over the term of the loan rather
         than returned in a lump sum at maturity.  Ginnie Mae Certificates
         entitle the holder to receive a share of all interest and
         principal prepayments paid and owed on the mortgage pool, net of
         fees paid to the "issuer" and Ginnie Mae, regardless of whether or
         not the mortgagor actually makes the payment.  The National
         Housing Act authorized Ginnie Mae to guarantee the timely payment
         of principal and interest on securities backed by a pool of
         mortgages insured by the Federal Housing Administration (FHA) or
         the Farmer's Home Administration (FHMA), or guaranteed by the
         Veterans Administration (VA).  Ginnie Mae certificates are backed
         by the full faith and credit of the U.S. Government.  Ginnie Mae
         is empowered to borrow without limitation from the U.S. Treasury,
         if necessary, to make any payments required under its guarantee.
         In cases where U.S. Government support of agencies or
         instrumentalities is discretionary, no assurance can be given that
         the U.S. Government will provide financial support, since it is
         not legally obligated to do so.  

              Established in 1938 to create a secondary market in
         mortgages, the Federal National Mortgage Association ("Fannie
         Mae") is a government-sponsored corporation owned entirely by
         private stockholders that purchases residential mortgages from a
         list of approved seller/servicers.  Fannie Mae issues guaranteed
         mortgage pass-through certificates (Fannie Mae Certificates).
         Fannie Mae Certificates resemble Ginnie Mae Certificates in that
         each Fannie Mae Certificate represents a pro rata share of all
         interest and principal payments made and owed on the underlying
         pool.  Fannie Mae guarantees timely payment of interest on Fannie
         Mae Certificates and the stated principal amount.

              The Federal Home Loan Mortgage Corporation was created in
         1970 through enactment of Title III of the Emergency Home Finance
         Act of 1970.  Its purpose is to promote development of a
         nationwide secondary market in conventional residential mortgages.
         Freddie Mac presently issues two types of mortgage pass-through
         securities, mortgage participation certificates (PCs) and
         guaranteed mortgage certificates.  PCs resemble Ginnie Mae
         Certificates in that each PC represents a pro rata share of all
         interest and principal payments made and owed on the underlying
         pool.  Freddie Mac guarantees timely monthly payment of interest
         on PCs and the stated principal amount.  

              Government asset-backed securities (which are not mortgage-
         backed securities) consist primarily of loan pool securities
         issued or guaranteed by government agencies and include pass-
         through securities collateralized by Small Business Administration
         (SBA) guaranteed loans whose interest rates adjust in much the
         same fashion as described herein with respect to adjustable rate
         mortgage securities.  Loans underlying such "Loan pool" securities


                                        -20-
    
<PAGE>   193
   





         generally include commercial loans such as working capital loans
         and equipment loans.  SBA creates loan pool securities from pools
         of SBA guaranteed portions of loans.  These securities have a
         guarantee of timely payment of both principal and interest and are
         backed by the full faith and credit of the U.S. Government.

              A Government CMO is a debt security issued by a U.S.
         Government instrumentality ("Government CMO") which is backed by a
         portfolio of mortgage-backed securities held under an indenture.
         The issuer's obligation to make interest and principal payments is
         secured by the underlying portfolio of mortgages or mortgage-
         backed securities.  Government CMOs are issued with a number of
         classes (at least four) or series, which have different maturities
         and which may represent interests in some or all of the interest
         or principal on the underlying collateral or a combination
         thereof.  Government CMOs of different classes are generally
         retired in sequence as the underlying mortgage loans in the
         mortgage pool are repaid.  In the event of sufficient early
         prepayments on such mortgages, the class or series of Government
         CMO first to mature generally will be retired prior to its
         maturity.  Thus, the early retirement of a particular class or
         series of Government CMO held by the Fund would have the same
         effect as the prepayment of mortgages underlying a mortgage-backed
         pass-through security.  Among the Government CMO classes available
         are (1) floating (adjustable) rate classes which have
         characteristics similar to ARMs and (2) inverse floating rate
         classes whose coupons vary inversely with the rate of some market
         index.  REMICs are private entities formed for the purpose of
         holding a fixed pool of mortgages secured by an interest in real
         property and are similar to CMOs in that they issue multiple
         classes of securities.  CMOs and REMICs issued by entities other
         than U.S. Government agencies or instrumentalities are not
         considered U.S. Government securities for purposes of the
         investment policies of the Fund.  Multi-class pass-through
         securities are similar to CMOs in that they are generally divided
         into several classes; however, they represent equity interests in
         a pool of mortgage loans typically held in a trust.

              RESTRICTED AND ILLIQUID SECURITIES.  The Fund may invest up
         to 10% of its total assets in illiquid investments, which include
         repurchase agreements maturing in more than seven days, certain
         over-the-counter options, certain stripped mortgage-backed
         securities, certain restricted securities and securities not
         readily marketable.  Although the Fund may purchase restricted
         securities which can be offered and sold to "qualified
         institutional buyers" under Rule 144A of the Securities Act, its
         present investment restriction limits such investment to the
         foregoing 10% limitation.




                                        -21-
    
<PAGE>   194
   


              SHORT-TERM TRADING AND FUND 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 of fixed-income securities should not increase direct
         transaction costs since fixed-income securities are normally
         traded on a principal basis without brokerage commissions.  Short-
         term trading may have the effect of increasing portfolio turnover
         rate.  The Fund does not intend to invest for the purpose of
         seeking short-term profits.  The Fund's investment 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.  A rate of turnover of 100% would occur if the
         value of the lesser of purchases and sales of investment
         securities for a particular year equaled the average monthly value
         of investment securities owned during the year (excluding short-
         term securities).  A high rate of portfolio turnover (100% or
         more) may make it more difficult for the Fund to qualify as a
         regulated investment company under the Code.  The Fund's portfolio
         turnover rate is set forth in the table under "Financial
         Highlights."

              LENDING OF SECURITIES AND REPURCHASE AGREEMENTS.  For the
         purpose of realizing additional income, the Fund may lend to
         broker-dealers portfolio securities amounting to not more than
         33 1/3% of its total assets taken at current value or may enter
         into repurchase agreements.  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, liquid debt
         securities.  However, they 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.
         Securities loaned by the Fund will remain subject to fluctuations
         of market value. 

              WHEN-ISSUED SECURITIES.  The Fund may purchase securities on
         a forward commitment or "when-issued" basis.  The Fund will
         segregate in a separate account cash or liquid, high grade debt
         securities equal in value to its forward commitments and when-
         issued securities.  Purchasing debt securities for future delivery
         or on a when-issued basis may increase the Fund's overall
         investment exposure and involves a risk of loss if the value of
         the securities declines before the settlement date.

              MORTGAGE "DOLLAR ROLL" TRANSACTIONS.  The Fund may enter into
         mortgage "dollar roll" transactions with selected banks and
         broker-dealers pursuant to which the Fund sells mortgage-backed


                                        -22-
    
<PAGE>   195
   





         securities and simultaneously contracts to repurchase
         substantially similar (same type, coupon and maturity) securities
         on a specified future date.  The Fund will only enter into covered
         rolls.  A "covered roll" is a specific type of dollar roll for
         which there is an offsetting cash position or a cash equivalent
         security position which matures on or before the forward
         settlement date of the dollar roll transaction.

              REVERSE REPURCHASE AGREEMENTS.  A reverse repurchase
         agreement involves the sale of a security by the Fund and its
         agreement to repurchase the instrument at a specified time and
         price.  The Fund will maintain a segregated account consisting of
         liquid, high grade debt securities to cover its obligations under
         reverse repurchase agreements with selected banks or securities
         firms approved in advance by the Trustees.  The Fund will use the
         proceeds to purchase other investments.  Reverse repurchase
         agreements are considered to be borrowings by the Fund and as an
         investment practice may be considered speculative.  Repurchase
         agreements magnify the potential for gain or loss on the portfolio
         securities of the Fund and therefore, increase the possibility of
         fluctuation in the Fund's net asset value.  The Fund may borrow
         money for temporary administrative or emergency purposes.  To
         avoid the potential leveraging effects of the Fund's borrowings,
         additional investments will not be made while borrowings are in
         excess of 5% of the Fund's total assets.  The Fund will limit its
         investments in reverse repurchase agreements and other borrowings
         to no more than 33 1/3% of its total assets.

              RISKS RELATING TO THE FUND'S INVESTMENTS.  The assets of the
         Fund are constantly being invested in portfolio securities.  The
         value of the securities held by the Fund and, therefore, its net
         asset value per share will fluctuate with interest rate changes.
         Therefore, at the time of redemption, an investor's shares in the
         Fund may be worth more or less than their value at the time of
         purchase.  The guarantees of the U.S. Government and its agencies
         as to payment of principal and interest of the Fund's U.S.
         Government securities do not extend to the value or yield of such
         securities or of the Fund's shares.  Investments of the Fund are
         subject to certain risks.

              Mortgage-backed securities are subject to the prepayment of
         principal on the assets underlying these securities.  Prepayment
         rates are affected by changes in prevailing interest rates and
         numerous other economic, geographic, social and other factors.
         Changes in the rate of prepayments will generally affect the yield
         to maturity of the security.  Therefore, as a result of these
         prepayment characteristics and their effect on the holders of
         these securities, the Fund may experience a high rate of
         prepayment when interest rates decline and may therefore face the
         necessity of reinvesting at a time when rates of return are


                                        -23-
    
<PAGE>   196
   





         relatively low which could result in a reduction in principal if
         some securities were acquired at a premium.  On the other hand,
         when such securities are bought at a discount both scheduled
         payments of principal and unscheduled prepayments will increase
         and total return will accelerate the recognition of income which,
         when distributed to shareholders, will be taxable as ordinary
         income.  

              In addition to prepayment characteristics and the interest
         rate reset features of mortgage-backed and government asset-backed
         securities as previously described (which are also applicable to
         the mortgage-backed and asset-backed adjustable rate securities),
         the market value of adjustable rate securities and, therefore, the
         Fund's net asset value may vary to the extent that the current
         interest rate on securities differs from market interest rates
         during periods between the interest rate reset dates.  These
         variations in value occur inversely to changes in the market
         interest rates.  Thus, if market interest rates fall below the
         current rate on the securities, the value of the securities will
         rise.  If investors in the Fund sold their shares during periods
         of rising rates before an adjustment occurred, such investors may
         suffer some loss.  The longer the adjustment intervals on
         adjustable rate securities held by the Fund, the greater the
         potential for fluctuations in the Fund's net asset value.  In
         addition, because of their interest rate adjustment feature,
         adjustable rate securities are not an effective means of "locking-
         in" attractive interest rates for periods in excess of the
         adjustment period.  

              Privately issued mortgage-backed securities constituting ARMs
         are backed by a pool of conventional adjustable rate mortgage
         loans.  Since privately issued mortgage-backed securities
         typically are not guaranteed by an entity having the credit status
         of Ginnie Mae, Fannie Mae and Freddie Mac, such securities
         generally are structured with one or more types of credit
         enhancement such as guarantees, insurance policies or letters of
         credit obtained by the issuer or sponsor from third parties,
         through various means of structuring the transaction or through a
         combination of such approaches.

              Stripped securities are issued at a significant discount from
         their principal amount in lieu of paying interest periodically;
         therefore, their value is subject to greater fluctuations in
         response to changes in market interest rates than bonds which pay
         interest currently.  In addition, stripped securities were only
         recently developed, and therefore established trading markets have
         not yet been fully developed.





                                        -24-
    
<PAGE>   197
   





              INVESTMENT RESTRICTIONS.  The Fund has adopted certain
         fundamental investment restrictions which are described in detail
         in the Statement of Additional Information and may not be changed
         without shareholder approval.  Among the restrictions provided are
         that the Fund may not borrow money except for temporary or
         emergency purposes in an amount not to exceed 33 1/3% of its total
         assets so long as additional investments will not be made when
         borrowings (including reverse repurchase agreements) are in excess
         of 5% of the Fund's total assets.

              If a percentage restriction, except a restriction regarding
         borrowing, on investments or utilization of assets is adhered to
         at the time an investment is made or assets are utilized, a later
         change in percentage resulting from changes in the value of the
         Fund's portfolio securities will not be considered a violation of
         policy.




































                                        -25-
    
<PAGE>   198
   





    ADJUSTABLE U.S. GOVERNMENT FUND       ADJUSTABLE U.S. GOVERNMENT FUND


    INVESTMENT ADVISER
    John Hancock Advisers, Inc.
    101 Huntington Avenue                 PROSPECTUS
    Boston, Massachusetts  02199-7603     MAY 15, 1995

    PRINCIPAL DISTRIBUTOR                 
    John Hancock Funds, Inc.              A MUTUAL FUND SEEKING 
    101 Huntington Avenue                 TO OBTAIN A HIGH LEVEL OF
    Boston, Massachusetts  02199-7603     CURRENT INCOME CONSISTENT WITH
                                          LOW VOLATILITY OF PRINCIPAL.
    CUSTODIAN                             
    Investors Bank 
      & Trust Company
    24 Federal Street
    Boston, Massachusetts  02110

    TRANSFER AGENT
    John Hancock Investor Services
      Corporation
    P.O. Box 9116
    Boston, Massachusetts  02205-9116

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


    HOW TO OBTAIN INFORMATION 
      ABOUT THE FUND 

    For Service Information
    For Telephone Exchange
      call 1-800-225-5291                 101 HUNTINGTON AVENUE
    For Investment-by-Phone               BOSTON, MASSACHUSETTS  02199-7603
    For Telephone Redemption              TELEPHONE 1-800-225-5291

    For TDD  call 1-800-554-6713
<PAGE>   199

    
   





                                      
                           JOHN HANCOCK GOVERNMENT
                               SECURITIES TRUST
                                      
                          CLASS A AND CLASS B SHARES
                                      
                     STATEMENT OF ADDITIONAL INFORMATION
                                 MAY 15, 1995
                                      

        This Statement of Additional Information ("SAI") provides information
about John Hancock Government Securities Trust (the "Fund"), a series of John
Hancock Bond Fund (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
Fund's 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 02205-9116
                                1-800-225-5291



                              TABLE OF CONTENTS
                                                       Cross-Referenced
                                                  SAI  to Prospectus
                                                  Page       Page      
                                                  ---- ----------------
Organization of the Trust.........................  2        6
Investment Objective and Policies.................  2        4
Certain Investment Practices......................  3        4
Investment Restrictions........................... 11        6
Those Responsible for Management.................. 13        6
Investment Advisory and Other Services............ 19        6
Distribution Contract............................. 22        7
Net Asset Value................................... 24       12
Initial Sales Charge on Class A Shares............ 24        7
Deferred Sales Charge on Class B Shares........... 25        7
Special Redemptions............................... 26       18
Additional Services and Programs.................. 26       20
Description of the Trust's Shares................. 27        6
Tax Status........................................ 29        9
Calculation of Performance........................ 32       10
Brokerage Allocation.............................. 36      N/A
Transfer Agent Services........................... 37 Back Cover
Custody of Portfolio.............................. 38 Back Cover
Independent Auditors.............................. 38 Back Cover
Financial Statements.............................. F-1       3
    
<PAGE>   200
   





ORGANIZATION OF THE TRUST

        The Trust is an open-end management investment company organized as a
Massachusetts business trust under a Declaration of Trust dated December 12,
1984.  The Trust currently has six series.  Prior to December 24, 1994, the
Fund was called Transamerica Government Securities Trust and the Trust was
called Transamerica Bond Fund.

        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

        As discussed under "Investment Objective and Policies" in the
Prospectus, the Fund's investment objective is to seek a high level of current
income, consistent with safety of principal. The Fund anticipates that it will
invest a substantial portion of its assets in GNMA Certificates. The Fund
invests in debt obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, including certificates of the Government
National Mortgage Association and U.S. Treasury obligations and, although it
presently does not intend to do so, may write covered call options and secured
put options against such securities.  In order to protect and anticipate
against changes in interest rates, the Fund may also purchase put and call
options and engage in transactions involving rate futures contracts and options
on such contracts.  The average life of GNMA Certificates varies with the
maturities of the underlying mortgage instruments with maximum maturities of 30
years.  The average life is likely to be substantially less than the original
maturity of the mortgage pools underlying the securities as the result of
prepayments or refinancing of such mortgages or foreclosure.  Such prepayments
are passed through to the registered holder with the regular monthly payments
of principal and interest, which has the effect of reducing future payments of
principal and interest.  Due to the GNMA guarantee, foreclosures impose no risk
to principal investments.

        The average life of pass-through pools varies with the maturities of
the underlying mortgage instruments.  In addition, a pool's term may be
shortened by unscheduled or early payments of principal and interest on the
underlying mortgages.  The occurrence of mortgage prepayments is affected by
factors including the level of interest rates, general economic conditions, the
location and age of the mortgage and other social and demographic conditions. 
As prepayment rates vary widely, it is not possible to predict accurately the
average life of a particular pool.  However, statistics indicate that the
average life of the type of mortgages backing the majority of GNMA Certificates
is approximately 12 years.  For this reason, it is standard practice to treat
GNMA Certificates as 30-year mortgage-backed securities which prepay fully in
the twelfth year.  Pools of mortgages with other maturities or different
characteristics will have varying assumptions for average life.  The assumed
average life of pools of mortgages having terms of less than 30 years is less
than 12 years, but typically not less than 5 years.

        The coupon rate of interest of GNMA Certificates is lower than the
interest rate paid on the VA-guaranteed or FHA-insured mortgages underlying the
Certificates, but only by the amount of the fees paid to GNMA and the issuer. 
Such fees in the aggregate usually amount to approximately .50 of 1%.


                                        -2-
    
<PAGE>   201
   





        Yields on pass-through securities are typically quoted by investment
dealers and vendors based on the maturity of the underlying instruments and the
associated average life assumption. In periods of falling interest rates the
rate of prepayments tends to increase, thereby shortening the actual average
life of a pool of mortgage-related securities.  Conversely, in periods of
rising rates, the rate of prepayments tends to decrease, thereby lengthening
the actual average life of the pool. Reinvestment by the Fund of prepayments
may occur at higher or lower interest rates than the original investment. 
Historically, actual average life has been consistent with the 12-year
assumption referred to above.  The actual yield of each GNMA Certificate is
influenced by the prepayment experience of the mortgage pool underlying the
Certificates.  Interest on GNMA Certificates is paid monthly rather than
semi-annually as for traditional bonds.


CERTAIN INVESTMENT PRACTICES

        LENDING OF PORTFOLIO SECURITIES.  In order to generate additional
income, the Fund may, from time to time, lend securities from its portfolio to
brokers, dealers and financial institutions such as banks and trust companies. 
Such loans will be secured by collateral consisting of cash or U.S. Government
securities which will be maintained in an amount equal to at least 100% of the
current market value of the loaned securities.  During the period of the loan,
the Fund will receive the income on both the loaned securities and the
collateral and thereby increase its return.  Cash collateral will be invested
in short-term high quality debt securities, which will increase the current
income of the Fund.  The loans will be terminable by the Fund at any time and
by the borrower on one day's notice.  The Fund will have the right to regain
record ownership of loaned securities to exercise beneficial rights, such as
rights to interest or other distributions or voting rights on important issues. 
The Fund may pay reasonable fees to persons unaffiliated with the Fund for
services in arranging such loans.  Lending of portfolio securities involves a
risk of failure by the borrower to return the loaned securities, in which event
the Fund may incur a loss.

        WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES.  The Fund may purchase
securities on a when-issued or forward commitment basis.  "When-issued" refers
to securities whose terms are available and for which a market exists, but
which have not been issued.  The Fund will engage in when-issued transactions
with respect to securities purchased for its portfolio in order to obtain what
is considered to be an advantageous price and yield at the time of the
transaction.  For when-issued transactions, no payment is made until delivery
is due, often a month or more after the purchase.  In a forward commitment
transaction, the Fund contracts to purchase securities for a fixed price at a
future date beyond customary settlement time.

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

        On the date the Fund enters into an agreement to purchase securities on
a when-issued or forward commitment basis, the Fund will segregate in a
separate account cash or liquid, high grade debt securities equal in value to
the Fund's commitment.  These assets will be valued daily at market, and
additional cash or securities will be segregated in a separate account to the
extent that the total value of the assets in the account declines below the
amount of the when-issued



                                        -3-
    
<PAGE>   202
   





commitments.  Alternatively, the Fund may enter into offsetting contracts for
the forward sale of other securities that it owns.

        REPURCHASE AGREEMENTS.  The Fund may enter into repurchase agreements. 
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.

        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").  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.

        MORTGAGE-BACKED SECURITIES.  The Fund may invest in mortgage
pass-through certificates and multiple-class pass-through securities, such as
real estate mortgage investment conduits ("REMIC") pass-through certificates,
collateralized mortgage obligations ("CMOs") and stripped mortgage-backed
securities ("SMBS"), and other types of "Mortgage-Backed Securities" that may
be available in the future.

        GUARANTEED MORTGAGE PASS-THROUGH SECURITIES.  Guaranteed mortgage
pass-through securities represent participation interests in pools of
residential mortgage loans and are issued by U.S. Governmental or private
lenders and guaranteed by the U.S. Government or one of its agencies or
instrumentalities, including but not limited to the Government National
Mortgage Association ("Ginnie Mae"), the Federal National Mortgage Association
("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac"). 
Ginnie Mae certificates are guaranteed by the full faith and credit of the U.S.
Government for timely payment of principal and interest on the certificates. 
Fannie Mae certificates are guaranteed by Fannie Mae, a federally chartered and
privately owned corporation, for full and timely payment of principal and
interest on the certificates.  Freddie Mac certificates are guaranteed by
Freddie Mac, a corporate instrumentality of the U.S. Government, for timely
payment of interest and the ultimate collection of all principal of the related
mortgage loans.



                                        -4-
    
<PAGE>   203
   





        MULTIPLE-CLASS PASS-THROUGH SECURITIES AND COLLATERALIZED MORTGAGE
OBLIGATIONS. CMOs and REMIC pass-through or participation certificates may be
issued by, among others, U.S. Government agencies and instrumentalities as well
as private lenders.  CMOs and REMIC certificates are issued in multiple classes
and the principal of and interest on the mortgage assets may be allocated among
the several classes of CMOs or REMIC certificates in various ways. Each class
of CMOs or REMIC certificates, often referred to as a "tranche," is issued at a
specific adjustable or fixed interest rate and must be fully retired no later
than its final distribution date. Generally, interest is paid or accrues on all
classes of CMOs or REMIC certificates on a monthly basis.  

        Typically, CMOs are collateralized by Ginnie Mae, Fannie Mae or Freddie
Mac certificates but also may be collateralized by other mortgage assets such
as whole loans or private mortgage pass-through securities.  Debt service on
CMOs is provided from payments of principal and interest on the underlying
assets.

        A REMIC is a CMO that qualifies for special tax treatment under the
Internal Revenue Code and invests in certain mortgages primarily secured by
interests in real property and other permitted investments.  Investors may
purchase "regular" and "residual" interests in REMIC trusts although the Fund
does not intend to invest in residual interests.

        STRIPPED MORTGAGE-BACKED SECURITIES.  SMBS are derivative
multiple-class mortgage- backed securities.  SMBS are usually structured with
two classes that receive different proportions of interest and principal
distributions on a pool of mortgage assets.  A typical SMBS will have one class
receiving some of the interest and most of the principal, while the other class
will receive most of the interest and the remaining principal.  In the most
extreme case, one class will receive all of the interest (the "interest only"
class) while the other class will receive all of the principal (the "principal
only" class).  The yields and market risk of interest only and principal only
SMBS, respectively, may be more volatile than those of other fixed income
securities.  The staff of the SEC considers privately issued SMBS to be
illiquid.

        STRUCTURED OR HYBRID NOTES.  The Fund may invest in "structured" or
"hybrid" notes. The distinguishing feature of a structured or hybrid note is
that the amount of interest and/or principal payable on the note is based on
the performance of a benchmark asset or market other than fixed-income
securities or interest rates.  Examples of these benchmarks include stock
prices, currency exchange rates and physical commodity prices.  Investing in a
structured note allows the Fund to gain exposure to the benchmark market while
fixing the maximum loss that the Fund may experience in the event that market
does not perform as expected.  Depending on the terms of the note, the Fund may
forego all or part of the interest and principal that would be payable on a
comparable conventional note; the Fund's loss cannot exceed this foregone
interest and/or principal.  An investment in structured or hybrid notes
involves risks similar to those associated with a direct investment in the
benchmark asset.  

        RISK FACTORS ASSOCIATED WITH MORTGAGE-BACKED SECURITIES.  Investing in
Mortgage- Backed Securities involves certain risks, including the failure of a
counter-party to meet its commitments, adverse interest rate changes and the
effects of prepayments on mortgage cash flows.  In addition, investing in the
lowest tranche of CMOs and REMIC certificates involves risks similar to those
associated with investing in equity securities.  Further, the yield
characteristics of Mortgage-Backed Securities differ from those of traditional
fixed income securities.  The major differences typically include more frequent
interest and principal payments



                                        -5-
    
<PAGE>   204
   





(usually monthly), the adjustability of interest rates, and the possibility
that prepayments of principal may be made substantially earlier than their
final distribution dates.

        Prepayment rates are influenced by changes in current interest rates
and a variety of economic, geographic, social and other factors and cannot be
predicted with certainty.  Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment and to a lesser rate of principal
prepayments in an increasing interest rate environment.  Under certain interest
rate and prepayment rate scenarios, the Fund may fail to recoup fully its
investment in Mortgage-Backed Securities notwithstanding any direct or indirect
governmental, agency or other guarantee.  When the Fund reinvests amounts
representing payments and unscheduled prepayments of principal, it may receive
a rate of interest that is lower than the rate on existing adjustable rate
mortgage pass- through securities.  Thus, Mortgage-Backed Securities, and
adjustable rate mortgage pass-through securities in particular, may be less
effective than other types of U.S. Government securities as a means of "locking
in" interest rates.

        Conversely, in a rising interest rate environment, a declining
prepayment rate will extend the average life of many Mortgage-Backed
Securities.  This possibility is often referred to as extension risk. 
Extending the average life of a Mortgage-Backed Security increases the risk of
depreciation due to future increases in market interest rates.

        RISK ASSOCIATED WITH SPECIFIC TYPES OF DERIVATIVE DEBT SECURITIES. 
Different types of derivative debt securities are subject to different
combinations of prepayment, extension and/or interest rate risk.  Conventional
mortgage pass-through securities and sequential pay CMOs are subject to all of
these risks, but are typically not leveraged.  Thus, the magnitude of exposure
may be less than for more leveraged Mortgage-Backed Securities.

        The risk of early prepayments is the primary risk associated with
interest only debt securities ("IOs"), super floaters, other leveraged floating
rate instruments and Mortgage-Backed Securities purchased at a premium to their
par value.  In some instances, early prepayments may result in a complete loss
of investment in certain of these securities.  The primary risks associated
with certain other derivative debt securities are the potential extension of
average life and/or depreciation due to rising interest rates.

        These securities include floating rate securities based on the Cost of
Funds Index ("COFI floaters"), other "lagging rate" floating rate securities,
floating rate securities that are subject to a maximum interest rate ("capped
floaters"), Mortgage-Backed Securities purchased at a discount, leveraged
inverse floating rate securities ("inverse floaters"), principal only debt
securities ("POs"), certain residual or support tranches of CMOs and index
amortizing notes.  Index amortizing notes are not Mortgage-Backed Securities,
but are subject to extension risk resulting from the issuer's failure to
exercise its option to call or redeem the notes before their stated maturity
date.  Leveraged inverse IOs combine several elements of the Mortgage-Backed
Securities described above and thus present an especially intense combination
of prepayment, extension and interest rate risks.

        Planned amortization class ("PAC") and target amortization class
("TAC") CMO bonds involve less exposure to prepayment, extension and interest
rate risk than other Mortgage-Backed Securities, provided that prepayment rates
remain within expected prepayment ranges or "collars." To the extent that
prepayment rates remain within these prepayment ranges, the residual or



                                        -6-
    
<PAGE>   205
   





support tranches of PAC and TAC CMOs assume the extra prepayment, extension and
interest rate risk associated with the underlying mortgage assets.

        Other types of floating rate derivative debt securities present more
complex types of interest rate risks.  For example, range floaters are subject
to the risk that the coupon will be reduced to below market rates if a
designated interest rate floats outside of a specified interest rate band or
collar.  Dual index or yield curve floaters are subject to depreciation in the
event of an unfavorable change in the spread between two designated interest
rates.  X-reset floaters have a coupon that remains fixed for more than one
accrual period.  Thus, the type of risk involved in these securities depends on
the terms of each individual X-reset floater.

        The Fund is permitted to engage in certain hedging techniques involving
options and futures transactions in order to reduce the effect of interest rate
movements affecting the market values of the investments held, or intended to
be purchased, by the Fund.
    

        WRITING COVERED CALL AND SECURED PUT OPTIONS.  The Fund is authorized
but does not presently intend to sell (write) covered call options in order to
earn additional income on its portfolio securities or to protect partially
against declines in the value of such securities.  A call option gives the
purchaser of such option, in return for a premium paid, the right to buy, and
the seller ("writer") the obligation to sell (if the option is exercised) the
underlying security at the exercise price during the option period.  The writer
of the call option who receives the premium has the obligation to sell the
underlying security to the purchaser at the exercise price during the option
period if assigned an exercise notice.  The Fund will write call options only
on a covered basis, which means that the Fund will own the underlying security
subject to a call option at all times during the option period.  The exercise
price of a call option may be below, equal to or above the current market value
of the underlying security at the time the option is written.

        During the option period, a covered call option writer may be assigned
an exercise notice by the broker/dealer through whom such call option was sold
requiring the writer to deliver the underlying security against payment of the
exercise price.  This obligation is terminated upon the expiration of the
option period or at such earlier time at which the writer effects a closing
purchase transaction.

        Closing purchase transactions will ordinarily be effected to realize a
profit on an outstanding call option, to prevent an underlying security from
being called, in conjunction with the sale of the underlying security or to
enable the Fund to write another call option on the underlying security with
either a different exercise price or expiration date or both.

        In order to earn additional income or to facilitate its ability to
purchase a security at a price lower than the current market price of such
security, the Fund may write cash secured put options. A put option gives the
purchaser of the option the right to sell, and the writer the obligation to buy
(if the option is exercised) the underlying security at the exercise price
during the option period. During the option period, the writer of a put option
may be assigned an exercise notice by the broker/dealer through whom the option
was sold, requiring the writer to purchase the underlying security at the
exercise price.  The Fund will write put options only on a secured basis, which
means that the Fund will maintain, in a segregated account with the Fund's
Custodian, cash or U.S. Government securities held in the segregated account
which will be adjusted on a daily basis to reflect changes in the market value
of the securities covered by the put option written by the Fund.  Subject to
the limitation that all call and put option writing transactions be covered or
cash secured, the Fund may, to the extent determined appropriate by the
Adviser, engage without


                                        -7-
<PAGE>   206





limitation in the writing of options on U.S. Government Securities.  The Fund's
Adviser has advised the Board of Trustees that it is not presently in the best
interests of the Fund or its shareholders to enter into transactions
involving writing covered call and secured put options for the purpose of
generating additional income.  Accordingly, the Fund will not engage in such
transactions at the present time nor will it change such determination without
first having given shareholders written notice at least 60 (sixty) days in
advance thereof.

        OPTIONS AND FUTURES TRANSACTIONS.  In order to achieve the Fund's
investment objective, the Adviser will actively manage the Fund's assets using
different investment strategies under different market conditions and interest
rate outlooks.

        The matrix set forth below relates to the use of the certain major
strategies involving options to different interest rate outlooks by the Fund.

                                          INTEREST RATE OUTLOOK
                                   ------------------------------------
                                   DECLINING       STABLE       RISING
                                   INTEREST       INTEREST     INTEREST
         FUND STRATEGIES             RATES          RATES        RATES 
         ---------------           ---------      --------     --------
         Covered Call Writing
               Out-of-the Money        X
               At-the-Money                           X
               In-the-Money                                        X
         Purchase of Puts                                          X
         Secured Put Writing
               Out-of-the-Money                                    X
               At the-Money                           X
               In-the-Money            X
         Purchase of Calls             X

        COVERED CALL WRITING.  An investor is engaged in covered call writing
when he sells the right to buy a security that he already owns for a fee or
premium.  Because he already owns the security, the call is collateralized or
"covered".  The exercise price of the call options may be below
("in-the-money"), equal to ("at-the-money"), or above ("out-of-the-money") the
current market value of the underlying securities at the times the options are
written.

        PURCHASE OF PUT.  A right to sell a security at a specified price for a
specific period of time.

        SECURED PUT WRITING.  An investor is engaged in secured put writing
when he accepts the obligation to purchase a security (if the option is
exercised) at the exercise price for a fee or premium and holds cash
equivalents in reserve to purchase the securities.  Because the cash is
reserved if the option is exercised, the put is "secured".  As in covered call
writing, the option can be "in," "at" or "out of the money."

        PURCHASE OF CALL.  A right to buy a security at a specified price for a
specific period of time.

        SECURITIES OPTIONS.  An option position may be closed out only on a
securities exchange which provides a secondary market for an option of the same
series.  Although the Fund will write


                                        -8-
<PAGE>   207





call and put options only when the Adviser believes that a liquid secondary
market will exist on a securities exchange for options of the same series so
that the Fund can effect a closing purchase transaction if it desires to close
out its positions, there can be no assurance that a liquid secondary market
will exist for a particular option at any specific time.  If a covered call
option writer is unable to effect a closing purchase transaction, it cannot
sell the underlying security until the option expires or the option is
exercised.  Accordingly, a covered call option writer may not be able to sell
an underlying security at a time when it might otherwise be advantageous to do
so.  A secured put option writer who is unable to effect a closing purchase
transaction would continue to bear the risk of decline in the market price of
the underlying security until the option expires or is exercised.  In addition,
a secured put writer would be unable to utilize the amount held in cash or U.S.
Government securities as security for the put option for other investment
purposes until the exercise or expiration of the option.  In connection
with the qualification of the Fund as a regulated investment company under the
Internal Revenue Code, other restrictions on the Fund's ability to enter into
certain option transactions may apply from time to time (see "Dividends,
Distributions and Tax Status").

        Possible reasons for the absence of a liquid secondary market on an
Exchange include the following:  (a) insufficient trading interest in certain
options; (b) restrictions on transactions imposed by an exchange; (c) trading
halts, suspensions or other restrictions imposed with respect to particular
classes or series of options or underlying securities; (d) inadequacy of the
facilities of an exchange or a national clearing corporation to handle trading
volume; or (e) a decision by one or more Exchanges to discontinue the trading
of options or impose restrictions on types of orders. Although the Options
Clearing Corporation has stated that it believes, based on forecasts provided
by the exchanges, that its facilities are adequate to handle the volume of
reasonably anticipated options transactions, and although each exchange has
advised such clearing corporation that it believes that its facilities will
also be adequate to handle reasonably anticipated volume, there can be no
assurance that higher than anticipated trading activity or order flow or other
unforeseen events might not at times render certain of these facilities
inadequate and thereby result in the institution of special trading procedures
or restrictions which could interfere with the Fund's ability to effect closing
purchase transactions with respect to options written by it.

        The Fund will engage in over-the-counter ("OTC") option transactions
only with primary U.S. Government securities dealers recognized by the Federal
Reserve Bank of New York.  In the event that any OTC option transaction is not
subject to a forward price at which the Fund has the absolute right to
repurchase the OTC option which it has sold, the value of the OTC option
purchased and of the Fund's assets used to "cover" the OTC option will be
considered "illiquid securities".  The "formula" on which the forward price
will be based may vary among contracts with different primary dealers, but it
will be based on a multiple of the premium received by the Fund for writing the
option plus the amount, if any, of the option's intrinsic value, i.e., current
market value of the underlying securities minus the option's stock price.

        The Fund's securities options transactions may be subject to
limitations established by each of the Exchanges governing the maximum number
of options in each class which may be held by a single investor or group of
investors acting in concert.  Thus, the ability of the Fund to enter into
transactions involving options on debt securities may be limited by
transactions engaged in by the Adviser on behalf of its other investment
advisory clients.  An Exchange may order the liquidation of positions found to
be in excess of these limits, and it may impose certain other sanctions.




                                        -9-
[/R]
<PAGE>   208
   





        INTEREST RATE FUTURES CONTRACTS CHARACTERISTICS.  Currently, futures
contracts can be purchased and sold with respect to U.S. Treasury bonds, U.S.
Treasury notes, and GNMAs on the Chicago Board of Trade and with respect to
U.S. Treasury bills on the International Monetary Market at the Chicago
Mercantile Exchange.

        In contrast to the purchase or sale of a security, no price is paid or
received by the Fund upon the purchase or sale of a futures contract.  Rather,
the Fund will initially be required to deposit with the Trust's broker an
amount of cash or U.S. Treasury bills equal to approximately 5% of the contract
amount.  This is called "initial margin".  Such initial margin is in the nature
of a performance bond or good faith deposit on the contract, which is returned
to the Trust upon termination of the futures contract, assuming all contractual
obligations have been satisfied.  In addition, because under current futures
industry practice daily variations in gains and losses on open contracts are
required to be reflected in cash in the form of variation margin payments, the
Fund may be required to make additional payments during the term of the
contract to their broker. Such payments would be required in the event that the
price of an underlying debt security declined during the term of a debt
security futures contract purchased by the Fund or in the event that the price
of an underlying debt security has risen during the term of a debt security
futures contract sold by the Fund.  In all instances involving the purchase of
futures contracts or call options on futures contracts by the Fund, an amount
of cash together with such other securities as may be permitted by applicable
regulatory authorities to be used for such purpose, at least equal to the
market value of the futures contracts, will be deposited in a segregated
account with the Fund's Custodian to collateralize the position.  At any time
prior to the expiration of a futures contract, the Fund may elect to close its
position by taking an opposite position which will operate to terminate the
Fund's positions in the futures contract.  See "Risks Relating to Transactions
in Futures Contracts" below.

        RISKS RELATING TO TRANSACTIONS IN FUTURES CONTRACTS.  As discussed in
the Fund's Prospectus, there are several risks in connection with the use of
interest rate futures contracts by the Fund.  One risk arises because, as a
result of the possible imperfect correlation between movements in the prices of
futures contracts and movements in the prices of the underlying U.S. Government
securities, the price of a futures contract may move more than or less than the
price of the securities being hedged.  If the price of the futures moves less
than the price of the securities which are the subject of the hedge, the hedge
will not be fully effective.  On the other hand, if the price of the securities
being hedged has moved in an unfavorable direction to the Fund, the Fund would
be in a better position than if it had not hedged at all.  If the price of the
future moves more than the price of the security, the Fund will experience
either a gain or loss on the future which will not be completely offset by
movements in the price of the securities which are the subject of the hedge. 
In addition, there may be an imperfect correlation between movements in prices
of futures contracts and portfolio securities being hedged, the market prices
of futures contracts may be affected by certain factors.  If participants in
the futures market elect to close out their contracts through offsetting
transactions rather than meet margin deposit requirements, distortions in the
normal relationship between the debt securities and futures markets could
result.  Price distortions could also result if investors in futures contracts
opt to make or take delivery of underlying securities rather than engage in
closing transactions due to the resultant reduction in the liquidity of the
futures market.  In addition, due to the fact that, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the cash market, increased participation by
speculators in the futures market could cause temporary price distortions.  Due
to the possibility of price distortions in the futures market and because of
the imperfect correlation between movements in the prices of the



                                       -10-
<PAGE>   209





U.S. Government securities and movements in the prices of futures contracts, a
correct forecast of interest rate trends by the Adviser may still not
result in a successful hedging transaction.

        SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT.  As described in
the Prospectus, securities purchased for which the normal settlement date
occurs later than the settlement date which is normal for U.S. Treasury
obligations and the securities held in the Fund are subject to changes in value
(both experiencing appreciation when interest rates decline and depreciation
when interest rates rise) based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated, in the level
of interest rates.  Purchasing securities subject to delayed settlement can
involve a risk that the yields available in the market when the delivery takes
place may actually be higher than those obtained in the transaction itself.  A
separate account of the Fund consisting of cash or liquid debt securities equal
to the amount of the delayed settlement commitments will be established at the
Trust's custodian bank.  For the purpose of determining the adequacy of the
securities in the account, the deposited securities will be valued at market
value using the valuation procedures for all other investments.  If the market
or fair value of such securities declines, additional cash or highly liquid
securities will be placed in the account daily so that the value of the account
will equal the amount of such commitments by the Fund.  On the settlement date
of these delayed settlement securities, the Fund will meet its obligations from
then available cash flow, sale of securities held in the separate account, sale
of other securities or, although it would not normally expect to do so, from
sale of the delayed settlement securities themselves (which may have a value
greater or lesser than the Fund's payment obligations).  Sale of securities to
meet such obligations will generally result in the realization of capital gains
or losses.


    
   
INVESTMENT RESTRICTIONS

        The Fund has adopted certain fundamental investment restrictions.  The
fundamental investment restrictions set forth below, as well as the investment
objective and fundamental policies and restrictions set forth in the
Prospectus, may not be changed without prior approval by the holders of a
"majority of the outstanding shares" of the Fund, as defined in the Investment
Company Act of 1940, as amended, (the "1940 Act").  A majority for this purpose
means the holders of:  (a) more than 50% of the outstanding shares of the Fund,
or (b) 67% or more of the shares of the Fund represented at a meeting where
more than 50% of the outstanding shares of the Fund are represented, whichever
is less.  Under these additional restrictions, the Fund may not:
    

1.   Invest more than 25% of total assets in the securities of issuers in any 
     one industry.  For purposes of this restriction, gas, electric, water and
     telephone utilities will each be treated as separate industries.  This
     restriction does not apply to obligations issued or guaranteed by the
     United States government, its agencies or instrumentalities.

2.   Make short sales of securities or purchase securities on margin, except 
     for such short-term loans as are necessary for the clearance of
     purchases of portfolio securities.

3.   Engage in the underwriting of securities except insofar as the Fund may 
     be deemed an underwriter under the Securities Act of 1933 in
     disposing of a portfolio security.

4.   Purchase or sell real estate or interests therein (including limited 
     partnership interests), although the Fund may purchase securities of
     issuers which engage in real estate operations and securities which
     are secured by real estate or interests therein.



                                       -11-
<PAGE>   210


5.   Purchase oil, gas or other mineral leases, rights or royalty contracts or 
     exploration or development programs, except that the Fund may invest
     in securities of companies which invest in or sponsor such programs.

6.   Purchase securities of other investment companies, except in connection 
     with a merger, consolidation, reorganization or acquisition of assets.

7.   Invest for the purpose of exercising control or management of another 
     company.

8.   Invest in securities of any company if, to the knowledge of the Fund, any 
     officer or trustee of the Fund or its Adviser owns more than 1/2 of 1% of
     the outstanding securities of such company, and all such officers and
     directors own in the aggregate more than 5% of the outstanding securities
     of such company.

9.   Issue senior securities, as defined in the Act, except that the Fund may 
     enter into repurchase and reverse repurchase agreements, lend portfolio
     securities, and leverage and borrow as described under "Investment
     Practices and Restrictions" in the Prospectus for the Fund.

10.  Make loans of money or securities, except by (a) the purchase of fixed 
     income obligations; (b) investing in repurchase agreements; or (c) lending
     its portfolio securities.  See "Investment Practices and Restrictions"
     in the Prospectus for the Fund.

11.  Purchase or sell commodities or commodity futures contracts except 
     financial futures and options on such futures for hedging purposes
     under policies developed by the Trust's Board of Trustees.

12.  Invest in warrants or rights except where acquired in units or attached 
     to other securities.

13.  Purchase the securities of any issuer if as a result more than 10% of the 
     value of the Fund's total assets would be invested in securities
     that are subject to legal or contractual restrictions on resale
     ("restricted securities") and in securities for which there are no readily
     available market quotations; or enter into a repurchase agreement maturing
     in more than seven days, if as a result such repurchase agreements
     together with restricted securities and securities for which there are no
     readily available market quotations would constitute more than 10% of the
     Fund's total assets.

14.  Invest more than 5% of the market or other fair value of its assets in 
     the securities of any one issuer and shall not purchase more than 10% of
     the voting securities or more than 10% of any class of securities of
     any one issuer.  This restriction does not apply to U.S. Government
     securities as defined in the prospectus.

15.  Borrow in excess of 15% of the market or other fair value of its total 
     assets or pledge its assets to an extent greater than 10% of the market or
     other fair value of its total assets. Any such borrowings shall be from
     banks and shall be undertaken only as a temporary  measure for
     extraordinary or emergency purposes.  Collateral arrangements maintained
     in connection with the writing of covered call or secured put options, or
     margin deposits in connection with the purchase or sale of futures
     contracts and related options, are not deemed to be a pledge or other
     encumbrance.  The borrowing restriction set forth above



                                       -12-
<PAGE>   211




     does not prohibit the use of reverse repurchase agreements, in an amount
     (including any borrowings) not to exceed 33-1/3% of net assets.  

        As a matter of nonfundamental policy, the Fund will not purchase
securities when borrowings from banks exceed 5% of its total assets.  

   

        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.

THOSE RESPONSIBLE FOR MANAGEMENT

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

<TABLE>
        Set forth below is information with respect to each of the Trust's
officers and Trustees. The officers and Trustees may be contacted at 101
Huntington Avenue, Boston, MA 02199-7603. Their affiliations represent their
principal occupations during the past five years.  

<CAPTION>
                            POSITION HELD    PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
- ----------------            --------------   ----------------------
<S>                         <C>              <C>
Edward J. Boudreau, Jr,*    Trustee,         Chairman and Chief Executive
101 Huntington Avenue       Chairman and     Officer, the Investment
Boston, MA 02199            Chief Executive  Adviser and The Berkeley 
                            Officer(1)(2)    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


</TABLE>

                                       -13-


    
<PAGE>   212
   

<TABLE>
<CAPTION>
                            POSITION HELD    PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
- ----------------            --------------   ----------------------
<S>                         <C>              <C>


                                             "Affiliated Companies");
                                             Chairman, First Signature
                                             Bank & Trust; Director, John
                                             Hancock Freedom Securities
                                             Corporation, 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
601 Colorado Street                          Texas System and former
O'Henry Hall                                 President of the University of
Austin, TX 78701                             Texas, Austin, 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,
                                             Inc. (hotel management


</TABLE>

                                       -14-

    
<PAGE>   213
   

<TABLE>
<CAPTION>
                            POSITION HELD    PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
- ----------------            --------------   ----------------------
<S>                         <C>              <C>


                                             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
460 North Gulph Road                         company); Senior Vice
King of Prussia, PA 19406                    President, Finance UGI Corp.
                                             (public utility holding
                                             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
Houston, TX 77027                            Director, 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
                                             International, Inc. (a
                                             geophysical consulting firm);
                                             and Director, Greater Houston
                                             Partnership.



</TABLE>


                                       -15-

    
<PAGE>   214
   

<TABLE>
<CAPTION>
                            POSITION HELD    PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
- ----------------            --------------   ----------------------
<S>                         <C>              <C>


Patricia P. McCarter        Trustee(3)       Director and Secretary, the
Swedesford Road                              McCarter Corp. (machine
RD #3, 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 Drive, #208                  Holdings, Inc.; Director,
Naples, FL 33942                             First Signature Bank & Trust
                                             Company (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,
Rt. 1, Box 249 E                             Deputy Chief of Staff for
Linden, VA 22642                             Manpower and 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 
13 Chadwell Place                            Muni Bond Funds, The Smith
Morristown, NJ 07960                         Barney Tax-Free Money Fund,
                                             Inc., Vantage Money Market
                                             Funds (mutual funds), The
                                             Inefficient-Market Fund, Inc.
                                             (closed-end investment
                                             company) and Smith Barney
                                             Trust Company of Florida;
                                             Chairman, Smith Barney Trust
                                             Company (retired December,
                                             1991); Director, Smith Barney,
                                             Inc., Mutual Management
                                             Company and Smith, Barney
                                             Advisers, Inc. (investment
                                             advisers) (retired 1991); and
                                             Senior Executive Vice
                                             President, Director and
                                             member of the Executive



</TABLE>

                                       -16-

    


<PAGE>   215
   

<TABLE>
<CAPTION>
                            POSITION HELD    PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
- ----------------            --------------   ----------------------
<S>                         <C>              <C>


                                             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    President and Chief 
101 Huntington Avenue       and Chief        Investment Officer, the
Boston, MA 02199            Investment       Adviser.
                            Officer(2)

Anne C. Hodsdon*            President(2)     Executive Vice President, the
101 Huntington Avenue                        Adviser.
Boston, MA 02199

James B. Little*            Senior Vice      Senior Vice President,
101 Huntington Avenue       President and    the Adviser.
Boston, MA 02199            Chief Financial
                            Officer

Thomas H. Drohan*           Senior Vice      Senior Vice President and
101 Huntington Avenue       President and    Secretary, the Adviser.
Boston, MA 02199            Secretary        

Michael P. DiCarlo*         Senior Vice      Senior Vice President, the
101 Huntington Avenue       President(2)     Adviser.
Boston, MA 02199

Edgar Larsen*               Senior Vice      Senior Vice President, the
101 Huntington Avenue       President        Adviser.
Boston, MA 02199

B.J. Willingham*            Senior Vice      Senior Vice President, the
101 Huntington Avenue       President        Adviser. Formerly, Director
Boston, MA 02199                             and Chief Investment Officer
                                             of Transamerica Fund
                                             Management Company.

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

Susan S. Newton*            Vice President   Vice President and Assistant
101 Huntington Avenue       and Compliance   Secretary, the Investment
Boston, MA 02199            Officer          Adviser.





</TABLE>

                                       -17-

    
<PAGE>   216
   

<TABLE>

<CAPTION>
                            POSITION HELD    PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
- ----------------            --------------   ----------------------
<S>                         <C>              <C>


John A. Morin*              Vice President   Vice President, the Investment
101 Huntington Avenue                        Adviser.
Boston, MA 02199            

___________________
 *   An "interested person" of the Fund, 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>

        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 April 28, 1995, there were 64,412,919 shares of the Fund
outstanding and officers and Trustees of the Trust as a group beneficially owned
less than 1% of these outstanding shares. At such date, no person owned of
record or was known by the Fund to own 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 and 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. 










                                       -18-
    
<PAGE>   217
   




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,
     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.

        COMPENSATION OF THE BOARD OF TRUSTEES AND ADVISORY BOARD.  Each
Independent Trustee receives an annual retainer of $44,000, a meeting fee of
$4,000 for each of the four regularly scheduled meetings held during the year
and a fee of $25 per day or actual travel expenses, whichever is greater.  This
compensation is apportioned among the John Hancock funds, including the Fund, on
which such Trustees serve based on the net asset values of such funds.  Advisory
Board Members receive from the John Hancock funds an annual retainer of $40,000
and a meeting fee of $7,000 for each of the two regularly scheduled meetings to
be held in 1995 and the one in 1996.  For the fiscal year ended March 31, 1994,
the Trust paid Trustees' fees in the aggregate of $26,337 to all the Trustees
then serving as such.


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 Trust 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 and the Adviser.

        The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts
02199-7603, was organized in 1968 and currently has over $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 Fund
Complex having a combined total of over 800,000 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 Trust, on behalf of the Fund, has entered into an
investment management contract with the Adviser.  Under the investment
management contract, the Adviser provides the Fund with (i) a continuous
investment program, consistent with the Fund's stated investment objective and


                                       -19-
    
<PAGE>   218
   





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 Trust 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 Trust 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 Trust'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.

        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, at a stated percentage of the Fund's average daily net asset value as
described in the Prospectus.  See "Organization and Management of the Fund" in
the Prospectus.

        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
such contracts relate, 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
contract.

        The initial term of the investment management contract 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



                                       -20-
    
<PAGE>   219
   

the Independent Trustees of the Trust, 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 by 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 the purchase or sale
of securities by the Adviser or for other funds or clients for which the Adviser
renders investment advice arise for consideration at or about the same time,
transactions in such securities will be made, insofar as feasible, for the
respective funds or clients in a manner deemed equitable to all of them.  To the
extent that transactions on behalf of more than one client of the Adviser, or
its affiliates may increase the demand for securities being purchased or the
supply of securities being sold, there may be an adverse effect on price.

        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 March 31, 1992, 1993 and 1994 advisory fees
payable by the Fund to TFMC, the Fund's former investment adviser, amounted to
$4,658,890, $4,592,951 and $4,328,830, respectively.  

        ADMINISTRATIVE SERVICES AGREEMENT.  The Trust, on behalf of 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 December 31, 1992, 1993 and 1994, the Fund
paid to TFMC (pursuant to the Services Agreement) $463,949, $413,900 and
$329,407 of which $393,167, $351,165 and $278,168, respectively, was paid to
TFMC and $70,782, $62,735 and $51,239, respectively, was paid for certain data
processing and pricing information services.  



                                       -21-
    
<PAGE>   220
   






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 of a majority of the
Independent Trustees, cast in person at a meeting called for such purpose.  The
Distribution Contract shall continue in effect until December 22, 1995 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 the
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.  

        Total underwriting commissions for sales of the Fund's Class A shares
for the  fiscal years ended December 31, 1992, 1993 and 1994, respectively, were
$2,116,575, $3,075,865 and $1,521,866, respectively.  Of such amounts $257,755,
$234,687 and $173,929, respectively, was retained by the Fund's former
distributor, Transamerica Fund Distributors, Inc. and the remainder was
reallowed to dealers.  

        DISTRIBUTION PLAN.  The Board of Trustees, including the Independent
Trustees of the Trust, approved new distribution plans pursuant to Rule 12b-1
under the 1940 Act for  Class A shares ("Class A Plan") and Class B shares
("Class B Plan").  Such Plans were approved by a majority of the outstanding
shares of each respective class on December 16, 1994 and became effective on
December 22, 1994.  

        Under the Class A Plan, the distribution or service fee will not exceed
an annual rate of 0.25% of the average daily net asset value of the Class A
shares of the Fund (determined in accordance with the Fund's Prospectus as from
time to time in effect).  Any expenses under the Class A Plan not reimbursed
within 12 months of being presented to the Fund for repayment are forfeited and
are not carried over to future years.  Under the Class B Plan, the distribution
or service fee to be paid by the Fund will not exceed an annual rate of 1.00% of
the average daily net assets of the Class B shares of the Fund (determined in
accordance with the Fund's Prospectus as from time to time in effect); provided
that the portion of such fee used to cover Service Expenses (described below)
shall not exceed an annual rate of 0.25% of the average daily net asset value of
the Class B shares of the Fund.  Under the Class B Plan, the fee covers the
Distribution and Service Expenses (described below) and interest expenses on
unreimbursed distribution expenses. In accordance with generally accepted
accounting principles, the Fund does not treat unreimbursed distribution
expenses attributable to Class B shares as a liability of the Fund and does not
reduce the current net assets of Class B by such amount, although the amount may
be payable under the Class B Plan in the future.



                                       -22-
    
<PAGE>   221
   





        Under the Plans, 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 relevant class 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 Class A or Class B
former plans or through receipt of contingent deferred sales charges; 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 Plans 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 relevant class of the Fund.

        During the fiscal year ended March 31, 1994, total payments made by the
Fund under the former Class A Rule 12b-1 plan to the former distributor amounted
to $1,649,416, and of such amount $1,248,411, $216,786, $21,866, $43,127 and
$119,226 represented payments for (1) the cost of printing and distribution
prospectuses and financial reports to investors, (2) various sales literature,
(3) advertising expenses, (4) distribution and/or administrative services and
(5) service fees, respectively.  

        No Class B shares were outstanding during the fiscal year ended March
31, 1994 and, accordingly, no payments were made under the former Class B Rule
12b-1 plan during such period.

        Each of the Plans 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.  Each of the Plans 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 respective Class' outstanding
voting securities or (b) by John Hancock Funds on 60 days' notice in writing to
the Fund.   Each of the Plans 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 class of the
Fund which has voting rights with respect to the Plan.  Each of the Plans
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 Trust.  The holders of Class A shares and Class B shares have
exclusive voting rights with respect to the Plan applicable to their respective
class of shares.  In adopting the Plans, the Board of Trustees has determined
that, in its judgment, there is a reasonable likelihood that each Plan will
benefit the holders of the applicable class of shares of the Fund.

        Information regarding the services rendered under the Plans and the
Distribution Contract and the amounts paid therefore by the respective Class of
the Fund are provided to, and reviewed by, the Board of Trustees on a quarterly
basis.  In its quarterly review, the Board of Trustees



                                       -23-
    
<PAGE>   222
   





considers the continued appropriateness of the Plans 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."


NET ASSET VALUE

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

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

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

        The Fund will not price its securities on the following national
holidays:  New Year's Day; Presidents' Day; Good Friday; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.  


INITIAL SALES CHARGE ON CLASS A SHARES

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

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


                                       -24-
    
<PAGE>   223
   





        WITHOUT SALES CHARGE.  As described in the Prospectus, Class A shares of
the Fund may be sold without a sales charge to certain persons described in the
Prospectus.

        ACCUMULATION PRIVILEGE.  Investors (including investors combining
purchases) who are already Class A shareholders may also obtain the benefit of
the reduced sales charge by taking into account not only the amount then being
invested but also the purchase price or value of the Class A shares already held
by such person.

        COMBINATION PRIVILEGE.  Reduced sales charges (according to the schedule
set forth in the Class A and Class B Prospectus) also are available to an
investor based on the aggregate amount of his concurrent and prior investments
in Class A shares of the Fund and shares of all other John Hancock funds which
carry a sales charge.

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

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


DEFERRED SALES CHARGE ON CLASS B SHARES

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

        CONTINGENT DEFERRED SALES CHARGE.  Class B shares which are redeemed
within six years of purchase will be subject to a contingent deferred sales
charge ("CDSC") at the rates set forth in


                                       -25-
    
<PAGE>   224
   





the Class A and Class B Prospectus as a percentage of the dollar amount subject
to the CDSC. The charge will be assessed on an amount equal to the lesser of the
current market value or the original purchase cost of the Class B shares
being redeemed.  Accordingly, no CDSC will be imposed on increases in account
value above the initial purchase prices, including Class B shares derived from
reinvestment of dividends or capital gains distributions.

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

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


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 shares of any class of the Fund for shares of the same
class in any other John Hancock fund offering that class. 

        SYSTEMATIC WITHDRAWAL PLAN.  As described briefly in the Class A and
Class B Prospectus, the Fund permits the establishment of a Systematic
Withdrawal Plan.  Payments under this plan represent proceeds arising from the
redemption of Fund shares.  Since the redemption price of Fund shares may be
more or less than the shareholder's cost, depending upon the market value of the
securities owned by the Fund at the time of redemption, the distribution of cash
pursuant to this plan may result in realization of gain or loss for purposes of
Federal, state and local income taxes.  The maintenance of a Systematic
Withdrawal Plan concurrently with purchases of additional Class A or Class B
shares of the Fund could be disadvantageous to a shareholder because of the
initial sales charge payable on such purchases of Class A shares and the CDSC
imposed on redemptions of Class B shares and because redemptions are taxable
events. Therefore, a shareholder should not purchase Fund shares at the same
time as a Systematic


                                       -26-
    
<PAGE>   225
   





Withdrawal Plan is in effect.  The Fund reserves the right to modify or
discontinue the Systematic Withdrawal Plan of any shareholder on 30 days'
prior written notice to such shareholder, or to discontinue the availability of
such plan in the future.  The shareholder may terminate the plan at any time by
giving proper notice to Investor Services.

        MONTHLY AUTOMATIC ACCUMULATION PROGRAM ("MAAP").  This program is
explained fully in the Fund's Class A and Class B 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.

        REINVESTMENT PRIVILEGE.  A shareholder who has redeemed Fund shares may,
within 120 days after the date of redemption, reinvest without payment of a
sales charge any part of the redemption proceeds in shares of the same class of
the Fund or another John Hancock mutual fund, subject to the minimum investment
limit in that fund.  The proceeds from the redemption of Class A shares may be
reinvested at net asset value without paying a sales charge in Class A shares of
the Fund or in Class A shares of another John Hancock mutual fund.  If a CDSC
was paid upon a redemption, a shareholder may reinvest the proceeds from that
redemption at net asset value in additional shares of the class from which the
redemption was made.  The shareholder's account will be credited with the amount
of any CDSC charged upon the prior redemption and the new shares will continue
to be subject to the CDSC.  The holding period of the shares acquired through
reinvestment will, for purposes of computing the CDSC payable upon a subsequent
redemption, include the holding period of the redeemed shares.  The Fund may
modify or terminate the reinvestment privilege at any time.

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


DESCRIPTION OF THE TRUST'S SHARES

        Ownership in 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 Trust 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
series.

        Each share of each series or class of the Trust represents an equal
proportionate interest with each other in that series or class, none having
priority or preference over other shares of the


                                       -27-
    
<PAGE>   226
   

same series or class.  The interest of investors in the various series or
classes of the Trust is separate and distinct.  All consideration received for
the sales of shares of a particular series or class of the Trust, all assets in
which such consideration is invested and all income, earnings and profits
derived from such investments will be allocated to and belong to that series or
class.  As such, each such share is entitled to dividends and distributions
out of the net income belonging to that series or class as declared by the Board
of Trustees.  Shares of the Trust have a par value of $0.01 per share.  The
assets of each series are segregated on the Trust's books and are charged with
the liabilities of that series and with a share of the Trust's general
liabilities.  The Board of Trustees determines those assets and liabilities
deemed to be general assets or liabilities of the Trust, and these items are
allocated among each series in proportion to the relative total net assets of
each series.  In the unlikely event that the liabilities allocable to a series
exceed the assets of that series, all or a portion of such liabilities may have
to be borne by the other series.

        Pursuant to the Declaration of Trust, the Trustees have established six
series of shares, including the Fund, and 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 (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).  The five other series of Trust are John Hancock
Intermediate Government Trust, John Hancock Adjustable U.S. Government Trust,
John Hancock Investment Quality Bond Fund, John Hancock U.S. Government Trust
and John Hancock Adjustable U.S. Government Fund.  As of the date of this
Statement of Additional Information, the Trustees have authorized the issuance
of two classes of shares of the Fund, designated as Class A and Class B.  Class
A and Class B shares of the Fund represent an equal proportionate interest in
the aggregate net asset values attributable to that class of the Fund.  Holders
of Class A shares and Class B shares each have certain exclusive voting rights
on matters relating to the Class A Plan and the Class B Plan, respectively.  The
different classes of the Fund may bear different expenses relating to the cost
of holding shareholder meetings necessitated by the exclusive voting rights of
any class of shares.  

        Dividends paid by the Fund, if any, with respect to each class of shares
will be calculated in the same manner, at the same time and on the same day and
will be in the same amount, except for differences caused by the fact  that (i)
the distribution and service fees relating to Class A and Class B shares will be
borne exclusively by that Class, (ii) Class B shares will pay higher
distribution and service fees than Class A shares and (iii) each of Class A
shares and Class B shares will bear any class expenses properly allocable to
such class of shares, 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.  Accordingly, the net asset value per share may
vary depending whether Class A shares or Class B shares are purchased.

        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% of
the shares voting can, if they choose, elect all Trustees being voted upon,
while the holders of the remaining shares would be unable to elect any
Trustees.  Although the Trust 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 Trust. 
In


                                       -28-
    
<PAGE>   227
   

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 Trust is liable to the Trust or any
series or to a shareholder, nor is any Trustee, officer, employee or agent
liable to any third persons in connection with the affairs of the Trust, 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 particular series' property for
satisfaction of claims arising in connection with the affairs of that series. 
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 Trust.

        As a Massachusetts business trust, the Trust is not required to issue
share certificates.  The Trust shall continue without limitation of time subject
to the provisions in the Declaration of Trust concerning termination by action
of the shareholders.

        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 Trust's Declaration of Trust contains an
express disclaimer of shareholder liability for acts, obligations and affairs of
the Trust.  The Declaration of Trust also provides for indemnification out of
the Trust'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 circumstances in which the Trust itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.


TAX STATUS

        The Fund is treated as a separated entity for accounting and tax
purposes.  The Fund has qualified and 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 its net
income (including net short-term and long-term capital gains) which is
distributed to shareholders at least annually in accordance with the timing
requirements of the Code.

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

        Distributions from the Fund's current or accumulated earnings and
profits ("E&P"), as computed for Federal income tax purposes, will be taxable
as described in the Fund's Prospectus whether taken in shares or in cash. 
Distributions, if any, in excess of E&P will constitute a return of capital,
which will first reduce an investor's tax basis in Fund shares and thereafter
(after such basis is reduced to zero) will generally give rise to capital
gains.  Shareholders electing to receive distributions in the form of
additional shares will have a cost basis for Federal income tax



                                       -29-
    
<PAGE>   228
   



purposes in each share so received equal to the amount of cash they would have
received had they elected to receive the distributions in cash, divided by
the number of shares received.

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

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

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

        For Federal income tax purposes, the Fund is generally permitted to
carry forward a net capital loss in any year to offset its net capital gains, if
any, during the eight years following the


                                       -30-
    
<PAGE>   229
   





year of the loss.  To the extent subsequent net capital gains are offset by such
losses, they would not result in Federal income tax liability to the Fund and,
as noted above, would not be distributed        as such to shareholders.  The
Fund has approximately $374,806,948 of capital loss carry forwards available to
offset future net capital gains, which carryforwards expire as follows: 
$231,879,672 in 1996, $50,265,256 in 1997, $19,146,203 in 1998, $6,921,927 in
1999 and $66,593,890 in 2002.  

        Dividends, including capital gain distributions, paid by the Fund to its
corporate shareholders will not qualify for the corporate dividends received
deduction in their hands.

        If the Fund invests in certain PIKs zero coupon securities or certain
increasing rate securities (and, in general any other securities with original
issue discount or with market discount if the Fund elects to include accrued
market discount in income currently), the Fund must accrue income on such
investments prior to the receipt of the corresponding cash payments.  However,
the Fund must distribute, at least annually, all or substantially all of its
net income, including such accrued income, to shareholders to qualify as a
regulated investment company under the Code and avoid Federal income and excise
taxes.  Therefore, the Fund may have to dispose of its portfolio securities
under disadvantageous circumstances to generate cash, or may have to leverage
itself by borrowing the cash, to satisfy distribution requirements.

        Different tax treatment, including penalties on certain excess
contributions and deferrals, ceratin pre-retirement and post-retirement
distributions and certain prohibited transactions, is accorded to accounts
maintained as qualified retirements plans.  Shareholders should consult their
tax advisers for more information.  The Fund may be required to account for its
transactions in dollar rolls in a manner that, under certain circumstances, may
limit the extent of its participation in such transactions. 

        Limitations imposed by the Code on regulated investment companies like
the Fund may restrict the Fund's ability to enter into futures and options
transactions.  

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

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


                                       -31-
    
<PAGE>   230
   






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

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



CALCULATION OF PERFORMANCE    

        For the 30-day period ended September 30, 1994, the annualized yield of
the Fund's Class A shares was 5.39%.  The average annual total returns of the
Class A shares of the Fund for the one, five and life of the Fund (the Fund
commenced operations on December 31, 1984) periods ended September 30, 1994
were (9.54%), 6.60% and 7.38%, respectively.  No Class B shares of the Fund
were outstanding as of September 30, 1994.

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

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

     a=   dividends and interest earned during the period.

     b=   net expenses accrued during the period.

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

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

        The Fund's total return is computed by finding the average annual
compounded rate of return over the 1-year, 5-year, and 10-year periods that
would equate the initial amount invested to the ending redeemable value
according to the following formula:









                                       -32-
    
<PAGE>   231
   





                               ERV = P (1 + T)n

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

        T=   average annual total return

        n=   number of years

        ERV= ending redeemable value of a hypothetical $1,000 investment made 
             at the beginning of the designated period or fraction thereof.

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

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

        From time to time, in reports and promotional literature, the Fund's
yield and total return will be compared to indices of mutual funds and bank
deposit vehicles such as Lipper Analytical Services, Inc.'s "Lipper -- Fixed
Income Fund Performance Analysis," a monthly publication which tracks net
assets, total return, and yield on approximately 1,700 fixed income mutual
funds in the United States.  Ibbotson and Associates, CDA Weisenberger and F.C.
Towers are also used for comparison purposes, as well a the Russell and
Wilshire Indices.  

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

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




                                       -33-
    
<PAGE>   232
   





        ADDITIONAL PERFORMANCE INFORMATION.  The Fund may use comparative
performance information from certain industry research materials and/or
published in various periodicals.  The characteristics of the investments in
such comparisons may be different from those investments of the Fund's
portfolio.  In addition, the formula used to calculate the performance
statistics of such investments may not be identical to the formula used by the
Fund to calculate its performance figures.  From time to time, advertisements
or information for the Fund may include a discussion of certain attributes or
benefits to be derived by an investment in the Fund.  Such advertisements or
information may include symbols, headlines or other material which highlight or
summarize the information discussed in more detail in the communication.
    

        The following publications, indices, averages and investments which may
be used in advertisements or information concerning the Fund for dissemination
to investors or shareholders, include but are not limited to:

a)   Lipper - Mutual Fund Performance Analysis, Lipper - Fixed Income Analysis,
     and Lipper Mutual Fund indexes - measure total return and average current
     yield for the mutual fund  industry.  Ranks individual mutual fund
     performance over specified time periods assuming reinvestment of all
     distributions, exclusive of any applicable sales charges.

b)   CDA Mutual Fund Report, published by CDA Investment Technologies, Inc. - 
     analyzes price, current yield, risk, total return, and average rate of
     return (average annual compounded growth rate) over specified time periods
     for the mutual fund industry.

c)   Mutual Fund Source Book, and "Morningstar Mutual Funds" published by 
     Morningstar, Inc. - analyzes price, yield, risk, and total return for
     selected mutual funds.  Its ratings of 1 (low) and 5 (high) stars are
     based on a fund's historical risk/reward ratio compared with similar
     funds for 3-, 5- and 10-year periods, including all sales charges and
     fees. Morningstar, Inc., considered to be an expert in independent fund
     performance monitoring, has consented to the use of its ratings in Fund
     advertisements.

d)   Financial publications:  Barrons, Business Week, Personal Finance, 
     Financial World, Forbes, Fortune, "The Wall Street Journal", Muni Week,
     Weisenberger Investment Companies Service, Institutional Investor, and
     Money - rate fund performance over specified time periods and provide
     other relative performance or industry information.

e)   Consumer Price Index (or Cost of Living Index), published by the U.S. 
     Bureau of Labor Statistics - a statistical measure of change, over
     time, in the price of goods and services in major expenditure groups.

f)   Stocks, Bonds, Bills, and Inflation, published by Ibbotson Associates - 
     historical measure of yield, price, and total return for common and small
     company stock, long-term government bonds, Treasury bills, and inflation.

g)   Savings and Loan Historical Interest Rates - as published in the U.S. 
     Savings & Loan League Fact Book.

h)   Salomon Brothers Broad Bond Index or its component indices - The Broad 
     Index measures yield, price and total return for Treasury, Agency,
     Corporate, and Mortgage bonds.




                                       -34-
<PAGE>   233





i)   Salomon Brothers Composite High Yield Index or its component indices - 
     The High Yield Index measures yield, price and total return for
     Long-Term High-Yield Index, Intermediate-Term High-Yield index and
     Long-Term Utility High-Yield Index.

j)   Lehman Brothers Aggregate Bond index or its component indices (including 
     Municipal Bond Index) - The Aggregate Bond Index measures yield, price and
     total return for Treasury, Agency, Corporate, Mortgage
     Government/Corporate, Government, Treasury, Intermediate, High Yield and
     Yankee bonds.

k)   Standard & Poor's Bond Indices - measure yield and price of Corporate, 
     Municipal, and government bonds.

l)   Other taxable investments, including certificates of deposit (CDs), money 
     market deposit accounts (MMDAs), checking accounts, savings accounts,
     money market mutual funds, and repurchase agreements.

m)   Historical data supplied by the research departments of Lehman Hutton, 
     First Boston Corporation, Morgan Stanley, Salomon Brothers, Merrill
     Lynch, and Donaldson Lufkin and Jenrette.

n)   Donoghue's Money Fund Reports - industry averages for 7-day annualized and
     compounded yields of taxable, tax-free and government money funds.

        In addition, advertisements and sales materials may contain
hypothetical performance examples for purposes of illustrating reinvestment (or
"compounding") of dividends at fixed rates of return or tax advantages to be
derived from deferring payment of federal (and state) income taxes (at maximum
rates) as compared to taxable investments assuming fixed rates of return.
Illustrations may also include (1) hypothetical investments in various
retirement plans, such as IRAs, made by investors of various ages or (2)
comparisons to retirement plans funded by annuity or bank products.

     In assessing such comparisons, an investor should consider the following 
factors:

a)   It is generally either not possible or not practicable to invest in an 
     average or index of certain investments.  

b)   Certificates of deposit issued by banks and other depository institutions 
     represent an alternative income producing product.  Certificates of
     deposit may offer fixed or variable interest rates and principal is
     guaranteed and may be insured.  Withdrawal of deposits prior to maturity
     will normally be subject to a penalty.  Rates offered by banks and other
     depository institutions are subject to change at any time specified by the
     issuing institution.  

c)   United States Treasury Bills, Notes or Bonds represent alternative income 
     producing products.  Treasury obligations are issued in selected
     denominations.  Rates of Treasury  obligations are fixed at the time of
     issuance and payment of principal and interest is backed by the full faith
     and credit of the United States Government.  The market value of such
     instruments will generally fluctuate inversely with interest rates prior
     to maturity and will equal par value at maturity.  




                                       -35-
<PAGE>   234





        Past performance is no guarantee of future results.  In addition,
investors are advised to consult their brokers or financial advisers when
considering an investment in the Fund based upon performance comparisons.  

        The composition of the investments in such indexes and the
characteristics of such benchmark investments are not identical to, and in some
cases are very different from, those of the Fund's portfolio.  These indexes
and averages are generally unmanaged and the items included in the calculations
of such indexes and averages may not be identical to the formulas used by the
Fund to calculate its performance figures.

   
BROKERAGE ALLOCATION

        Decisions concerning the purchase and sale of portfolio securities and
the allocation of brokerage commissions are made by the Adviser and officers of
the Trust pursuant to recommendations made by an investment committee of the
Adviser, which consists of officers and directors of the Adviser and its
affiliates and officers and Trustees who are interested persons of the Trust. 
Orders for purchases and sales of securities are placed in a manner which, in
the opinion of the officers of the Trust, 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 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 Trust'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 March 31, 1994, 1993 and 1992,
brokerage commissions paid by the Fund on portfolio transactions were $269,642,
$414,512 and $184,503, respectively.


                                       -36-
    
<PAGE>   235
   





        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 March 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"), 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 or Sutro. During the year ended March 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 Trust, 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.

        The Fund's portfolio turnover rates for the fiscal years ended March
31, 1993 and 1994 were 322% and 453%, respectively.


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 a monthly transfer agent fee equal to $20.00 per account for the Class
A shares and $22.50 per account for the Class B shares on an annual basis, plus
out-of-pocket expenses.


                                       -37-

    
<PAGE>   236
   





CUSTODY OF PORTFOLIO

        Portfolio securities of the Fund are held pursuant to a custodian
agreement between the Trust, on behalf of the Fund, and Investors Bank and
Trust ("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.




































                                       -38-
    
<PAGE>   237
   





         FINANCIAL STATEMENTS


    

















































                                         F-1
<PAGE>   238
                      
                        GOVERNMENT SECURITIES TRUST
                       
                          SCHEDULE OF INVESTMENTS

                                   UNAUDITED
September 30, 1994

<TABLE>
<CAPTION>
                                                FACE
ISSUER                                         AMOUNT                 VALUE
- -------------------------------------------------------------------------------
<S>                                          <C>                   <C>
U.S. GOVERNMENT AND
U.S. GOVERNMENT
AGENCY
OBLIGATIONS-100.91%
FEDERAL HOME
LOAN MORTGAGE
CORPORATION-26.04%
CMO - Planned
  Amortization Class
 4.500% due 12/15/23......................   $ 10,575,000          $  6,599,461
 5.800% due 09/15/21......................     23,271,073            20,478,544
 6.000% with various
  maturities to 06/15/24..................    101,069,000            84,307,877
 6.500% with various
  maturities to 04/15/24..................     37,101,000            30,330,548
                                                                   ------------
                                                                    141,716,430

FEDERAL
NATIONAL MORTGAGE
ASSOCIATION-14.27%
 8.500% with various
  maturities to 09/01/24..................     18,869,969            18,813,949
CMO - Planned
  Amortization Class
 6.000% with various
  maturities to 03/25/24..................     28,926,000            22,817,614
 6.500% with various
  maturities to 03/25/24..................     30,032,000            24,855,775
 6.750% due 08/25/22......................      7,000,000             6,090,000
 7.000% due 04/25/24......................      5,986,000             5,093,712
                                                                   ------------
                                                                     77,671,050

GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION-5.13%
 7.500% due 05/15/24......................      9,632,327             9,030,307
 8.000% with various
  maturities to 03/15/08..................        428,109               415,266
 8.500% with various
  maturities to 11/15/22..................     14,772,764            14,712,750
 9.500% due 10/15/19......................            360                   378
10.000% due 08/15/19......................        161,927               173,364
11.000% with various
  maturities to 12/15/15..................      2,023,768             2,224,249
12.000% with various
  maturities to 05/15/15..................         19,334                21,746
13.000% with various
  maturities to 08/15/15..................        199,517               217,849
15.000% with various
  maturities to 10/15/12..................        151,345               165,250
GPMs (Graduated
  Payment Mortgages)
11.500% due 08/15/10......................        102,490               112,739
12.250% due 05/15/15......................         12,443                13,591
14.000% with various
  maturities to 07/15/12..................         93,670               103,506
14.500% with various
  maturities to 10/15/12..................        195,333               215,844
15.000% with various
  maturities to 09/15/12..................        218,852               241,696
15.500% with various
  maturities to 10/15/11..................        272,515               300,363
                                                                   ------------
                                                                     27,948,898

TENNESSEE VALLEY
AUTHORITY-3.11%
 7.250% due 07/15/43......................     20,000,000            16,904,000

U.S. TREASURY
SECURITIES-52.36%
Bonds
11.625% due 11/15/02......................     27,000,000            33,694,110
15.750% due 11/15/01......................     27,475,000            40,004,424
Notes
 9.375% due 04/15/96 (B)..................     85,000,000            88,709,400
11.250% due 05/15/95 (C)..................     23,000,000            23,779,240
11.625% due 11/15/94 (A) (C)..............     98,000,000            98,764,400
                                                                   ------------
                                                                    284,951,574
                                                                   ------------
TOTAL U.S. GOVERNMENT
AND U.S. GOVERNMENT
AGENCY OBLIGATIONS
(Cost $570,687,192).......................                          549,191,952
</TABLE>

                                       5
<PAGE>   239

                            SCHEDULE OF INVESTMENTS

                                   UNAUDITED

Continued

<TABLE>
<CAPTION>
                                                FACE
ISSUER                                         AMOUNT                 VALUE
- -------------------------------------------------------------------------------
<S>                                          <C>                   <C>
LIABILITY FOR
REVERSE REPURCHASE
AGREEMENT-(2.88)%
Kidder Peabody 5.250%
  due 10/03/94 (dated
  09/30/94). Collateralized
  by $15,670,474 value,
  U.S. Treasury Note
  11.625% due 11/15/94....................    (15,663,625)          (15,665,909)

CASH AND OTHER
ASSETS, LESS
LIABILITIES-1.97%.........................                           10,703,970
                                                                   ------------

NET ASSETS, at value,
  equivalent to $7.51 per
  share for 72,495,244
  shares ($.01 par value).................
  outstanding-100.00%                                              $544,230,013
                                                                   ============
<FN>

(A)  U.S. Treasury Note security pledged as collateral on reverse repurchase
     agreements at September 30, 1994.
(B)  U.S. Treasury Note security with a value of $5,218,200 owned by the Fund
     was designated as margin deposits for futures contracts at
     September 30, 1994.
(C)  Long-term obligations that will mature in less than one year.
</TABLE>


See Notes to Financial Statements.

                                       6
<PAGE>   240

                      STATEMENT OF ASSETS AND LIABILITIES

                                   UNAUDITED

September 30, 1994

<TABLE>
<CAPTION>
ASSETS
<S>                                                                                    <C>             <C>
Investments at value (cost $570,687,192)............................................                   $549,191,952
Receivable for:
  Investments sold..................................................................   $21,024,068
  Interest..........................................................................    13,669,058
  Shares sold.......................................................................       343,483       35,036,609
                                                                                       -----------
Other assets........................................................................                        364,149
                                                                                                       ------------
  Total Assets......................................................................                    584,592,710

LIABILITIES
Payable for:
  Investments purchased.............................................................    20,670,000
  Reverse repurchase agreement......................................................    15,665,909
  Dividends.........................................................................     1,886,418
  Shares repurchased................................................................       561,774
  Variation margin on futures contracts.............................................        74,112       38,858,213
                                                                                       -----------
Payable to Investment Adviser for:
  Distribution expenses.............................................................       354,082
  Management fees...................................................................       285,957
  Administrative service fees.......................................................        19,575          659,614
                                                                                       -----------
Other accrued expenses..............................................................                        235,863
Other liabilities...................................................................                        609,007
                                                                                                       ------------
  Total Liabilities.................................................................                     40,362,697
                                                                                                       ------------
NET ASSETS, at value, equivalent to $7.51 per share for 72,495,244 shares
  ($.01 par value) outstanding......................................................                   $544,230,013
                                                                                                       ============
</TABLE>

See Notes to Financial Statements.

                                       7

<PAGE>   241

        STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
                                  UNAUDITED


STATEMENT OF OPERATIONS
Six Months Ended September 30, 1994

<TABLE>
<S>                                                <C>             <C>
INVESTMENT INCOME
Interest .....................................                     $ 25,876,055

EXPENSES
Management fees ..............................     $  1,826,516
Distribution expenses ........................          724,490
Transfer agent fees ..........................          387,394
Interest expense .............................          195,762
Administrative
  service fees ...............................          152,244
Custodian fees ...............................           78,791
Audit and legal fees .........................           69,164
Insurance expense ............................           42,036
Shareholder reports ..........................           27,520
Registration fees ............................           27,022
Trustees' fees and
  expenses ...................................           14,132
Miscellaneous ................................            7,389       3,552,460
                                                   ------------    ------------
  NET INVESTMENT
  INCOME .....................................                       22,323,595

REALIZED AND UNREALIZED
GAIN (LOSS) ON SECURITIES
Net realized gain (loss) on:
  Investments ................................      (39,613,150)
  Futures contracts ..........................        1,070,273     (38,542,877)
                                                   ------------
Net change in
  unrealized appreciation
  (depreciation) of:
  Investments ................................       10,063,755
  Futures contracts ..........................         (732,687)      9,331,068
                                                   ------------    ------------
NET REALIZED AND                                   
  UNREALIZED LOSS ON
  SECURITIES .................................                      (29,211,809)
                                                                   ------------
DECREASE IN NET ASSETS
  RESULTING FROM
  OPERATIONS .................................                     $ (6,888,214)
                                                                   ============
</TABLE>

                   STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                    SIX MONTHS
                                                      ENDED         YEAR ENDED
                                                   SEPTEMBER 30,     MARCH 31,
                                                       1994            1994
                                                   -------------   ------------

<S>                                                <C>             <C>
OPERATIONS
Net investment income ........................       22,323,595      52,613,498
Net realized loss
  on securities ..............................      (38,542,877)     (6,277,923)
Net change in
  unrealized appreciation
  (depreciation) of
  securities .................................        9,331,068     (34,101,408)
                                                   ------------    ------------
Increase (decrease) in
  net assets resulting
  from operations ............................       (6,888,214)     12,234,167

DISTRIBUTIONS TO
SHAREHOLDERS
From net
  investment income ..........................      (22,323,595)    (52,613,498)
In excess of net
  investment income ..........................          (53,710)       (246,503)
                                                   ------------    ------------
Total distributions to
  shareholders ...............................      (22,377,305)    (52,860,001)

SHARE TRANSACTIONS
Decrease in shares
  outstanding ................................      (38,369,259)    (65,935,486)
                                                   ------------    ------------
Decrease in net assets .......................      (67,634,778)   (106,561,320)

NET ASSETS
Beginning of period ..........................      611,864,791     718,426,111
                                                   ------------    ------------
End of period ................................     $544,230,013    $611,864,791
                                                   ============    ============
</TABLE>

See Notes to Financial Statements.

                                       8

<PAGE>   242

                              FINANCIAL HIGHLIGHTS

                                   UNAUDITED

<TABLE>
<CAPTION>
                                                         SIX MONTHS
                                                           ENDED                            YEAR ENDED MARCH 31,
                                                        SEPTEMBER 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..................   $   7.89       $   8.41    $   8.04     $   8.03    $   7.87    $   8.17

INCOME FROM INVESTMENT OPERATIONS
Net investment income.................................       0.30           0.64        0.66         0.87        0.89        0.88
Net realized and unrealized gain (loss)
  on securities.......................................      (0.38)         (0.52)       0.40        (0.09)       0.14       (0.27)
                                                         --------       --------    --------      -------    --------    --------
  Total from Investment Operations....................      (0.08)          0.12        1.06         0.78        1.03        0.61

LESS DISTRIBUTIONS
Dividends from net investment income..................      (0.30)         (0.64)      (0.69)       (0.77)      (0.87)      (0.88)
Returns of capital....................................          -              -           -            -           -       (0.03)
                                                         --------       --------    --------      -------    --------    --------
  Total Distributions.................................      (0.30)         (0.64)      (0.69)       (0.77)      (0.87)      (0.91)
                                                         --------       --------    --------      -------    --------    --------
Net asset value, end of period........................   $   7.51       $   7.89    $   8.41     $   8.04    $   8.03    $   7.87
                                                         ========       ========    ========     ========    ========    ========
TOTAL RETURN(2).......................................      (1.06)%         1.26%      13.68%       10.09%      13.87%       7.54%
                                                         ========       ========    ========     ========    ========    ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets...............       0.58%          1.14%       1.17%        1.21%       1.11%       1.09%
Ratio of interest expense to average net assets.......       0.03%          0.02%       0.27%        0.32%          -           -
                                                         --------       --------    --------      -------    --------    --------
Ratio of total expenses to average net assets.........       0.61%          1.16%       1.44%        1.53%       1.11%       1.09%
Ratio of net investment income to
  average net assets..................................       3.86%          7.60%       7.93%       10.63%      11.13%      10.58%
Portfolio turnover....................................        203%           453%        322%         199%        117%        292%
Net Assets, end of period (in thousands)..............   $544,230       $611,865    $718,426     $725,645    $771,826    $871,636
Debt outstanding at end of period (in thousands)(3)...   $ 15,666       $      0    $      0     $ 94,451    $      -    $      -
Average daily amount of debt outstanding
  during the period (in thousands)(3).................   $ 10,214       $  5,912    $ 54,774     $ 55,898    $      -    $      -
Average monthly number of shares outstanding
  during the period (in thousands)....................     75,182         82,398      88,348       92,144           -           -
Average daily amount of debt outstanding
  per share during the period(3)......................   $   0.14       $   0.07    $   0.62     $   0.61    $      -    $      -
</TABLE>

(1)  Financial highlights, including total return, have not been annualized.
(2)  Total return does not include the effect of the initial sales charge.
(3)  Debt outstanding consists of reverse repurchase agreements entered into
     during the period.


See Notes to Financial Statements.

                                       9

<PAGE>   243

                         NOTES TO FINANCIAL STATEMENTS

                                   UNAUDITED


September 30, 1994

NOTE A--SIGNIFICANT ACCOUNTING POLICIES

Transamerica Bond Fund (the ``Trust'') is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. On September 30, 1994, Transamerica
Government Securities Trust (the ``Fund''), a series of the Trust, commenced
issuing a second class of shares. Class A Shares are subject to an initial sales
charge of up to 4.75% and a 12b-1 distribution plan and the new Class B Shares
are subject to a contingent deferred sales charge and a separate 12b-1
distribution plan.  There were no Class B Shares issued to the public during the
six months ended September 30, 1994; therefore, all information in this report
refers to Class A Shares only. The following is a summary of significant
accounting policies consistently followed by the Fund.

     (1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided by
market makers. Interest rate futures contracts and options on interest rate
futures are valued based on their daily settlement price. Securities for which
market quotations are not readily available are valued at a fair value as
determined in good faith by the Trust's Board of Trustees. Options are valued at
the last reported sale price or, if no sales are reported, at the mean between
the last reported bid and asked prices. Short-term investments are valued at
amortized cost (original cost plus amortized discount or accrued interest).

     (2) The premium paid by the Fund for the purchase of a call or put option
is recorded as an investment and subsequently ``marked to market'' to reflect
the current market value of the option purchased. If an option which the Fund
has purchased expires on the stipulated expiration date, the Fund realizes a
loss in the amount of the cost of the option. If the Fund enters into a closing
transaction, it realizes a gain (loss) if the proceeds from the sale are greater
(less) than the cost of the option purchased. If the Fund exercises a put
option, it realizes a gain or loss from the sale of the underlying security and
the proceeds from such sale will be decreased by the premium originally paid. If
the Fund exercises a call option, the cost of the security purchased upon
exercise is increased by the premium originally paid.

     (3) The Fund may enter into futures contracts for delayed delivery of
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures contracts are
maintained by the Fund's custodian in segregated asset accounts. During the
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by ``marking to market'' on a daily
basis to reflect the market value of the contract at the end of each day's
trading. Variation margin payments are received or made, depending upon whether
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the contract.

     (4) The Fund may enter into reverse repurchase agreements which involve the
sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a fixed future date at a
fixed price plus an agreed amount of ``interest'' which may be reflected in the
repurchase price. Reverse repurchase agreements are considered to be borrowings
by the Fund and the Fund will use the proceeds obtained from the sale of
securities to purchase other investments.

     (5) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, debt
discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified cost
for both financial reporting and federal income tax purposes.

     (6) Income dividends are declared daily by the Fund and paid or reinvested
at net asset value monthly. Other distributions are recorded by the Fund on the
ex-dividend date and may be reinvested at net asset value. Income and capital
gain distributions are determined in accordance with income tax regulations
which may differ from generally accepted accounting principles.

     (7) 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.

     The Fund's tax year end is December 31. For federal income tax purposes, at
December 31, 1993, the Fund had an accumulated net realized capital loss
carryforward of approximately $308,200,000. The loss carryforward will expire as
follows: $231,900,000 - 1996, $50,300,000 - 1997, $19,100,000 - 1998 and
$6,900,000 - 1999.

     (8) 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 portfolio transactions. For the six months ended
September 30, 1994, these amounts were $15,869 and $16,084, respectively.

     (9) With respect to U.S. government and U.S. government agency securities
in which the Fund may invest, only


                                       10
<PAGE>   244
                         NOTES TO FINANCIAL STATEMENTS

                                   UNAUDITED

Continued

NOTE A (Continued)

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. Options and futures contracts on U.S. government
securities are not issues of, nor guaranteed by the U.S. government or its
agencies.

NOTE B--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund's management fee is payable monthly to Transamerica Fund Management
Company (TFMC). The management fee is calculated based on the following
schedule:

<TABLE>
<CAPTION>
            AVERAGE DAILY NET ASSETS             ANNUAL RATE
            ------------------------             -----------
            <S>                                     <C>
            First $200 million                      0.650%
            Next $300 million                       0.625%
            Over $500 million                       0.600%
</TABLE>

     TFMC provides administrative services to the Fund pursuant to an
administrative service agreement. During the six months ended September 30,
1994, the Fund paid or accrued $122,108 to TFMC for these services.

     During the six months ended September 30, 1994, Transamerica Fund
Distributors, Inc. (the ``Distributor''), an affiliate of TFMC, as principal
underwriter, retained $31,723 as its portion of the commissions charged on sales
of shares of the Fund.

     The Fund paid no compensation directly to any officer. Certain officers and
a trustee of the Fund are affiliated with TFMC.

     During the six months ended September 30, 1994, the Fund paid legal fees of
$23,008 to Baker & Botts. A partner with Baker & Botts is an officer of the
Trust.

NOTE C--COST, PURCHASES AND SALES OF INVESTMENT SECURITIES

During the six months ended September 30, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $1,208,074,588 and
$1,220,663,972, respectively.

     At September 30, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At
September 30, 1994, the gross unrealized appreciation and gross unrealized
depreciation of investments and futures contracts for federal income tax
purposes were $843,666 and $21,541,406, respectively.

     Futures contracts which were open at September 30, 1994, were as follows:

<TABLE>
<CAPTION>
DELIVERY                                       NUMBER OF            UNREALIZED
MONTH/YEAR/COMMITMENT                         CONTRACTS(1)         APPRECIATION
- --------------------------                    ------------         ------------
<S>                                               <C>                <C>
U.S. Treasury Bond Futures
  Dec/94/short                                    270                $797,500
</TABLE>

(1)  Each contract represents $100,000 in par value.

NOTE D-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, together with the initial sales charge on shares sold,
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 the Distributor up to 0.25% 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 September 30, 1994,
the Fund made payments to the Distributor of $724,490 related to the above
activities.

                                       11
<PAGE>   245

                         NOTES TO FINANCIAL STATEMENTS

                                   UNAUDITED

Continued

NOTE E--SHARE AND RELATED TRANSACTIONS

A summary of share transactions follows:

<TABLE>
<CAPTION>
                                                                            SIX MONTHS ENDED                  YEAR ENDED
                                                                           SEPTEMBER 30, 1994               MARCH 31, 1994
                                                                       --------------------------    -----------------------------
                                                                         SHARES         DOLLARS         SHARES          DOLLARS
                                                                       ----------    ------------    ------------    -------------
<S>                                                                    <C>           <C>             <C>             <C>
Shares sold........................................................     2,477,125    $ 19,227,281       9,078,963    $  76,399,947
Shares issued in reinvestment of distributions.....................     1,356,659      10,387,840       2,837,038       23,691,543
Shares redeemed....................................................    (8,849,248)    (67,984,380)    (19,874,838)    (166,026,976)
                                                                       ----------    ------------    ------------    -------------
Net decrease in shares outstanding.................................    (5,015,464)   $(38,369,259)     (7,958,837)   $ (65,935,486)
                                                                       ==========    ============    ============    =============

The components of net assets at September 30, 1994, are as follows:

Capital paid-in (unlimited number of shares authorized)..........................................................    $ 936,378,440
Accumulated net realized loss on investments and futures contracts...............................................     (371,450,687)
Net unrealized depreciation of investments and futures contracts.................................................      (20,697,740)
                                                                                                                     -------------
NET ASSETS.......................................................................................................    $ 544,230,013
                                                                                                                     =============
</TABLE>


                                       12
<PAGE>   246

                     GOVERNMENT SECURITIES
<TABLE>
                     SCHEDULE OF INVESTMENTS
                     <CAPTION>
March 31, 1994

                                    FACE
ISSUER                             AMOUNT        VALUE 
- -----------------------------------------------------------            
<S>                              <C>           <C>
U. S. GOVERNMENT AND 
- --------------------
U.S. GOVERNMENT 
- ---------------
AGENCY OBLIGATIONS - 
- --------------------
96.39%          
- ------
FEDERAL HOME 
LOAN MORTGAGE 
CORPORATION - 22.29%       
CMO - Planned 
Amortization Class       
 2.500% due 04/15/11 ........... $ 5,277,805   $  4,789,608         
 4.500% due 08/25/20 ...........  23,000,000     18,500,625         
 5.000% due 10/15/20 ...........  17,000,000     14,343,750         
 5.800% due 09/15/21 ...........  23,271,073     21,402,115         
 6.000% with various 
  maturities to 11/15/23 .......  69,210,000     62,357,944         
 6.500% with various 
  maturities to 12/15/23 .......  16,939,000     14,974,224          
                                               ------------
TOTAL FEDERAL HOME LOAN 
MORTGAGE CORPORATION          
(Cost $142,324,570) ............                136,368,266         

FEDERAL 
NATIONAL MORTGAGE 
ASSOCIATION - 15.28%        
 6.000% with various 
  maturities to 12/01/23 .......  41,273,556     36,965,629        
CMO - Planned Amortization Class
 6.500% with various  
  maturities to 03/25/24 .......  64,629,000     56,558,504                      
                                               ------------
TOTAL FEDERAL NATIONAL 
MORTGAGE ASSOCIATION          
(Cost $100,943,999) ............                 93,524,133                 
         
GOVERNMENT 
NATIONAL MORTGAGE 
ASSOCIATION - 7.89%         
 6.500% with various 
  maturities to 01/15/24 .......  45,100,000     41,463,812         
 7.000% due 11/15/22 ...........     778,717        742,215       
 8.000% with various 
  maturities to 03/15/08 .......     459,597        468,933       
 9.500% due 10/15/19 ...........         483            512      
10.000% due 08/15/19 ...........     223,559        242,631       
11.000% due 01/15/14 ...........   3,111,226      3,517,631     
12.000% with various 
  maturities to 05/15/15 .......      48,673         55,294        
13.000% with various 
  maturities to 08/15/15 .......     236,297        261,021       
15.000% with various 
  maturities to 10/15/12 .......     170,786        188,613      
GPMs (Graduated Payment Mortgages)      
11.500% due 08/15/10 ...........     103,558        115,080       
12.250% due 05/15/15 ...........      12,506         13,792        
14.000% with various 
  maturities to 07/15/12 .......     104,351        116,548       
14.500% with various 
  maturities to 10/15/12 .......     238,470        266,267       
15.000% with various 
  maturities to 09/15/12 .......     286,861        320,299       
15.500% with various 
  maturities to 11/15/11 .......     460,180        512,813        
                                               ------------
TOTAL GOVERNMENT 
NATIONAL MORTGAGE 
ASSOCIATION        
(Cost $49,748,217) .............                 48,285,461        

</TABLE>
                            6
<PAGE>   247
<TABLE>
                           SCHEDULE OF INVESTMENTS
          
<CAPTION>
Continued
         

                                    FACE
ISSUER                             AMOUNT        VALUE 
- -----------------------------------------------------------            
<S>                              <C>           <C>
TENNESSEE VALLEY 
AUTHORITY  - 3.55%       
 7.250% due 07/15/43 ...........   12,000,000    11,073,600         
 8.625% due 11/15/29 ...........   10,000,000    10,643,750          
                                               ------------
TOTAL TENNESSEE VALLEY 
AUTHORITY       
(Cost $22,521,511) .............                 21,717,350         

U.S. TREASURY 
SECURITIES - 47.38%         
Bonds         
 7.125% due 02/15/23 ...........   17,500,000    17,297,000         
14.250% due 02/15/02 ...........   20,000,000    29,390,400         
15.750% due 11/15/01 ...........   29,475,000    45,710,125         
Notes         
 4.625% due 02/29/96 ...........   35,000,000    34,675,550         
 5.750% due 08/15/03 ...........   20,000,000    18,547,800         
13.125% due 
 05/15/94(A)(B) ................  142,750,000   144,270,288         
                                               ------------
TOTAL U.S. TREASURY
SECURITIES          
(Cost $305,736,214) ............                289,891,163        
                                               ------------
TOTAL U.S. GOVERNMENT 
AND U.S. GOVERNMENT 
AGENCY OBLIGATIONS         
(Cost $621,274,511) ............                589,786,373            

OUTSTANDING CALL OPTIONS  
PURCHASED - 0.06%             

EXPIRATION MONTH/                 NUMBER OF
STRIKE PRICE                     CONTRACTS(C)        
- -----------------                ------------
U.S. Treasury Bond 
  Futures 
  Apr/107 ......................          400       350,000       
U.S. Treasury Ten Year 
  Note Futures 
  Apr/107 ......................            9         4,500 
                                 ------------  ------------
TOTAL OUTSTANDING CALL 
OPTIONS PURCHASED 
(Cost $425,357) ................          409       354,500              
            
SHORT-TERM
- ----------
OBLIGATIONS - 2.74%          
- -------------------
REPURCHASE
- ----------
AGREEMENTS - 2.74%           
- ------------------         
Kidder Peabody 3.650% 
  due 04/05/94 (dated 
  03/29/94). Collateralized 
  by $10,296,403 value, 
  Federal Home Loan 
  Mortgage Corp. ARM 
  7.580% due 09/01/20. 
  (Repurchase proceeds 
  $10,007,097). ................ $ 10,000,000    10,003,042         
         
Morgan Stanley 3.600% 
  due 04/04/94 (dated 
  03/31/94). Collateralized 
  by $6,911,487 value, 
  Federal Home Loan 
  Mortgage Corp. ARM 
  5.246% due 06/01/30. 
  (Repurchase proceeds 
  $6,778,710). .................    6,776,000     6,776,678      
                                               ------------
TOTAL SHORT-TERM 
OBLIGATIONS
(Cost $16,779,720) .............                 16,779,720         
                                               ------------
TOTAL INVESTMENTS - 99.19%       
(Cost $638,479,588) ............                606,920,593       

CASH AND OTHER ASSETS, 
LESS LIABILITIES - 0.81% .......                  4,944,198
                                               ------------
NET ASSETS,  at value, 
  equivalent to $7.89 per 
  share for 77,510,708 
  shares ($.01 par value) 
  outstanding -  100.00% .......                611,864,791       
                                               ============
<FN>                    
(A)  U.S. Treasury Note Securities with a value of $6,063,900 
     owned by the Fund were designated as margin deposits for 
     futures contracts at March 31, 1994.
(B)  Long-term obligations that will mature in less than one year.
(C)  Each contract represents $100,000 in par value.   
</TABLE>

                                 7
<PAGE>   248
<TABLE>
                     STATEMENT OF ASSETS AND LIABILITIES
          
March 31, 1994
<S>                                                              <C>            <C>
ASSETS         
Investments at value (cost $638,479,588)........................                $606,920,593       
Cash............................................................                     602,702       
Receivable for:         
  Investments sold.............................................. $138,594,275       
  Interest......................................................   11,836,680         
  Shares sold...................................................       90,290        
  Variation margin on futures contracts.........................       15,156    150,536,401         
                                                                 ------------
Other assets....................................................                     312,052        
                                                                                ------------
  Total Assets..................................................                 758,371,748         
         
LIABILITIES         
Payable for:       
  Investments purchased.........................................  142,690,644        
  Dividends.....................................................    2,155,459     
  Shares repurchased............................................      588,080    145,434,183         
                                                                 ------------
Payable to Investment Adviser for:     
  Distribution expenses.........................................      403,487       
  Management fees...............................................      335,488          
  Administrative service fees...................................       43,353        782,328        
                                                                 ------------
Other accrued expenses..........................................                     290,446        
                                                                                ------------
  Total Liabilities.............................................                 146,506,957        
                                                                                ------------
NET ASSETS,  at value, equivalent to $7.89 per share for  
   77,510,708 shares ($.01 par value) outstanding...............                $611,864,791       
                                                                                ============
</TABLE>
See Notes to Financial Statements

                                                8
<PAGE>   249
           STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
STATEMENT OF OPERATIONS
Year Ended March 31, 1994

<S>                                <C>            <C>
INVESTMENT INCOME         
Interest ........................                 $ 60,680,391         

EXPENSES       
Management fees .................  $  4,328,830         
Distribution expenses ...........     1,649,416     
Transfer agent fees .............     1,058,456     
Administrative service fees .....       329,407       
Custodian fees ..................       176,218       
Interest expense ................       170,870       
Audit and legal fees ............       120,655       
Insurance expense ...............        63,421        
Shareholder reports .............        54,033        
Registration fees ...............        39,198        
Trustees' fees and expenses .....        26,337        
Miscellaneous ...................        50,052      8,066,893          
                                   ------------   ------------
  NET INVESTMENT 
   INCOME .......................                   52,613,498          

REALIZED AND UNREALIZED 
GAIN (LOSS) ON SECURITIES           
Net realized gain (loss) on:      
  Investments ...................   (10,726,957)      
  Futures contracts .............     4,449,034     (6,277,923)        
                                   ------------
Net change in unrealized 
  appreciation  
  (depreciation) of:      
  Investments ...................   (35,680,658)     
  Futures contracts .............     1,579,250    (34,101,408)
                                   ------------   ------------
NET REALIZED AND 
  UNREALIZED LOSS ON 
  SECURITIES ....................                  (40,379,331)      
                                                  ------------
INCREASE IN NET ASSETS 
  RESULTING FROM  
  OPERATIONS ....................                   12,234,167        
                                                  ============
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                   YEAR ENDED MARCH 31,
                               ----------------------------
                                   1994            1993 
                               -------------   ------------
<S>                            <C>             <C>
OPERATIONS       
Net investment income .......  $  52,613,498   $ 58,402,781        
Net realized gain (loss)  
  on securities .............     (6,277,923)    21,511,409         
Net change in unrealized 
  appreciation 
  (depreciation) of 
  securities ................    (34,101,408)    14,617,499          
                               -------------   ------------
Increase in net assets 
  resulting from 
  operations ................     12,234,167     94,531,689       
DISTRIBUTIONS TO 
SHAREHOLDERS        
From net investment 
  income ....................    (52,613,498)   (61,306,615)      
In excess of net  
  investment income .........       (246,503)             -    
                               -------------   ------------
  Total distributions  
    to shareholders .........    (52,860,001)   (61,306,615)        
SHARE TRANSACTIONS       
Decrease in shares 
  outstanding ...............    (65,935,486)   (40,444,234)       
                               -------------   ------------
Decrease in net assets ......   (106,561,320)    (7,219,160)         
NET ASSETS          
Beginning of year ...........    718,426,111    725,645,271         
                               -------------   ------------
End of year .................  $ 611,864,791   $718,426,111                                               
                               =============   ============
</TABLE>
See Notes to Financial Statements.
                                9         
<PAGE>   250
<TABLE>
                                                FINANCIAL HIGHLIGHTS
<CAPTION>
                                                                                YEAR ENDED MARCH 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 ........................   $   8.41   $   8.04    $   8.03    $   7.87    $   8.17      

INCOME FROM INVESTMENT OPERATIONS
Net investment income .....................................       0.64       0.66        0.87        0.89        0.88      
Net realized and unrealized gain (loss) on securities .....      (0.52)      0.40       (0.09)       0.14       (0.27)        
                                                              --------   --------    --------    --------    --------
Total from Investment Operations ..........................       0.12       1.06        0.78        1.03        0.61      
         
LESS DISTRIBUTIONS
Dividends from net investment income ......................      (0.64)     (0.69)      (0.77)      (0.87)      (0.88)       
Returns of capital ........................................          -          -           -           -       (0.03)        
                                                              --------   --------    --------    --------    --------
  Total Distributions .....................................      (0.64)     (0.69)      (0.77)      (0.87)      (0.91)        
                                                              --------   --------    --------    --------    --------
Net asset value, end of year ..............................   $   7.89   $   8.41    $   8.04    $   8.03    $   7.87    
                                                              ========   ========    ========    ========    ========

TOTAL RETURN(1) ...........................................       1.26%     13.68%      10.09%      13.87%       7.54%         
                                                              ========   ========    ========    ========    ========

RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average net assets .........       1.14%      1.17%       1.21%       1.11%       1.09%        
Ratio of interest expense to average net assets ...........       0.02%      0.27%       0.32%          -           -    
                                                              --------   --------    --------    --------    --------
Ratio of total expenses to average net assets .............       1.16%      1.44%       1.53%       1.11%       1.09%        
Ratio of net investment income to average net assets ......       7.60%      7.93%      10.63%      11.13%      10.58%       
Portfolio turnover ........................................        453%       322%        199%        117%        292%         
Net Assets, end of year (in thousands) ....................   $611,865   $718,426    $725,645    $771,826    $871,636      
Debt outstanding at end of year (in thousands)(2) .........   $      0   $      0    $ 94,451           -           -      
Average daily amount of debt outstanding during  
  the year (in thousands)(2) ..............................   $  5,912   $ 54,774    $ 55,898           -           -       
Average monthly number of shares outstanding  
  during the year (in thousands) ..........................     82,398     88,348      92,144           -           -       
Average daily amount of debt outstanding  
  per share during the year(2) ............................   $   0.07   $   0.62    $   0.61           -           -     
<FN>         
(1)  Total return does not include the effect of the initial sales charge.
(2)  Debt outstanding consists of reverse repurchase agreements entered into during the year.
</TABLE>

See Notes to Financial Statements
         
                                                                10
<PAGE>   251
                         NOTES TO FINANCIAL STATEMENTS
           
March 31, 1994
           

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

         
Transamerica Bond Fund (the "Trust") is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. The following is a summary of
significant accounting policies consistently followed by Transamerica   
Government Securities Trust (the "Fund"), a series of the Trust.
        (1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided
by market makers. Interest rate futures contracts and options on interest rate
futures are valued based on their daily settlement price. Securities for which
market quotations are not readily available are valued at a fair value as
determined in good faith by the Trust's Board of Trustees. Options are valued
at the last reported sale price or, if no sales are reported, at the mean
between the last reported bid and asked prices. Short-term investments are 
valued at amortized cost (original cost plus amortized discount or accrued      
interest).
        (2) The premium paid by the Fund for the purchase of a call or put 
option is recorded as an investment and subsequently "marked to market" to
reflect the current market value of the option purchased. If an option which
the Fund has purchased expires on the stipulated expiration date, the Fund
realizes a loss in the amount of the cost of the option. If the Fund enters
into a closing transaction, it realizes a gain (loss) if the proceeds from the
sale are greater (less) than the cost of the option purchased. If the Fund
exercises a put option, it realizes a gain or loss from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid. If the Fund exercises a call option, the cost of the
security purchased upon exercise is increased by the premium originally paid.
        (3) The Fund may enter into futures contracts for delayed delivery of 
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures contracts are
maintained by the Fund's custodian in segregated asset accounts. During the
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by "marking to market" on a daily
basis to reflect the market value of the contract at the end of each day's
trading. Variation margin payments are received or made, depending upon whether
unrealized gains or losses are incurred. When the contract is closed,  the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the contract.
        (4) The Fund may enter into reverse repurchase agreements which involve
the sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a fixed future date at
a fixed price plus an agreed amount of "interest" which may be reflected in the
repurchase price. Reverse repurchase agreements are considered to be borrowings
by the Fund and the Fund will use the proceeds obtained from the sale of
securities to purchase other investments.
        (5) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, debt
discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified
cost for both financial reporting and federal income tax purposes.
        (6) Income dividends are declared daily by the Fund and paid or 
reinvested at net asset value monthly. Other distributions are recorded by the
Fund on the ex-dividend date and may be reinvested at net asset value.
        Effective April 1, 1993, the Fund adopted Statement of Position 93-2, 
"Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gains and Return of Capital Distributions by Investment Companies." As
a result of this statement, the Fund changed the classification of
distributions to shareholders to better disclose the differences between
financial statement amounts and distributions determined and reported in
accordance with income tax regulations. Accordingly, the Fund reclassified
$5,399 and $36,396 from undistributed net investment income and undistributed
net realized losses, respectively, to additional paid-in capital. Net
investment income, net realized losses and net assets were not affected by this
change.
        (7) 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. 
       
                                      11
<PAGE>   252
                         NOTES TO FINANCIAL STATEMENTS
          
Continued

NOTE A  (Continued)
         
        The Fund's tax year end is December 31. For federal income tax 
purposes, at December 31, 1993, the Fund had an accumulated net realized
capital loss carryforward of approximately $308,200,000. The loss carryforward
will expire as follows: $231,900,000 - 1996, $50,300,000 - 1997, $19,100,000 -
1998, and $6,900,000 - 1999.
        (8) 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 portfolio transactions. For the year ended
March 31, 1994, these amounts were $27,051 and $17,104, respectively.
        (9) 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.
Options and futures contracts on U.S. government securities are not issues of,
or guaranteed by, the U.S. government or its agencies.
         
<TABLE>
NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES 
         
The Fund's management fee is payable monthly to Transamerica Fund Management  
Company (the "Investment Adviser"). The management fee is calculated based on
the following schedule: 

<CAPTION>
         AVERAGE DAILY NET ASSETS      ANNUAL RATE         
         ------------------------      -----------
         <S>                             <C>
         First $200 million              0.650%     
         Next $300 million               0.625%     
         Over $500 million               0.600%        
</TABLE>

        The Investment Adviser provides administrative services to the Fund 
pursuant to an administrative service agreement. During the year ended March
31, 1994, the Fund paid or accrued $278,168 to the Investment Adviser for these
services.
        During the year ended March 31, 1994, Transamerica Fund Distributors,
Inc. (the "Distributor"), an affiliate of the Investment Adviser, as principal
underwriter, retained $173,929 as its portion of the commissions charged on
sales of shares of the Fund.
        The Fund paid no compensation directly to any officer. Certain officers
and a trustee of the Fund are affiliated with the Investment Adviser.
        During the year ended March 31, 1994, the Fund paid legal fees of 
$48,355 to Baker & Botts. A partner with Baker & Botts is an officer of the
Trust.
         
NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
         
During the year ended March 31, 1994, purchases and sales of securities other   
than short-term obligations, aggregated $3,192,698,719 and $3,335,644,708,
respectively.
        
        At March 31, 1994, the identified cost of total investments owned is 
the same for both financial reporting and federal income tax purposes. At March
31, 1994, the gross unrealized appreciation and gross unrealized depreciation
of investments and futures contracts for federal income tax purposes were
$1,639,275 and $31,668,083, respectively.
         
<TABLE>
        Futures contracts which were open at March 31, 1994, were as follows:
<CAPTION>
                                                UNREALIZED
DELIVERY                          NUMBER OF    APPRECIATION
MONTH/YEAR/COMMITMENT           CONTRACTS(1)  (DEPRECIATION)        
- ---------------------           ------------  --------------         
<S>                                 <C>        <C>
U.S. Treasury Bond Futures  
  June/94/short ................    105        $  206,562     
         
U.S. Treasury Ten Year  
  Note Futures 
  June/94/long .................     15           (11,250)    
  June/94/short ................    500         1,334,875
                                    ---        ----------
                                    620        $1,530,187    
                                    ===        ==========
<FN>
(1)  Each contract represents $100,000 in par value. 
</TABLE>

                                      12
<PAGE>   253
                         NOTES TO FINANCIAL STATEMENTS
          
         
Continued
          
         
NOTE D - 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, together with the initial sales charge on shares sold,
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 the Distributor up to 0.25% 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 March 31, 1994, the Fund
made payments to the Distributor of $1,649,416 related to the above activities. 
         

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

<TABLE>
NOTE E - SHARE AND RELATED TRANSACTIONS 
         
A summary of share transactions follows: 
<CAPTION>
                                                                        YEAR ENDED MARCH 31,
                                                     ----------------------------------------------------------
                                                                1994                          1993 
                                                     ----------------------------    --------------------------
                                                        SHARES         DOLLARS          SHARES       DOLLARS 
                                                     -----------    -------------    -----------  -------------
<S>                                                  <C>            <C>              <C>          <C>
Shares sold .......................................    9,078,963    $  76,399,947     10,229,931  $  85,207,010     
Shares issued in reinvestment of distributions ....    2,837,038       23,691,543      3,149,362     26,185,143       
Shares redeemed ...................................  (19,874,838)    (166,026,976)   (18,195,495)  (151,836,387) 
                                                     -----------    -------------    -----------  -------------
Net decrease in shares outstanding ................   (7,958,837)   $ (65,935,486)    (4,816,202) $ (40,444,234)
                                                     ===========    =============    ===========  =============
<FN>           
The components of net assets at March 31, 1994, are as follows: 
          
Capital paid-in (unlimited number of shares authorized) .......................................   $ 974,801,409     
Accumulated net realized loss on investments and futures contracts ............................   $(332,907,810)  
Net unrealized depreciation of investments and futures contracts ..............................   $ (30,028,808)
                                                                                                  -------------
NET ASSETS ....................................................................................   $ 611,864,791          
                                                                                                  =============
</TABLE>

                                      13
<PAGE>   254
                        REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Trustees
Transamerica Government Securities Trust,
  a series of Transamerica Bond Fund
         
         
             
We have audited the accompanying statement of assets and liabilities of
Transamerica Government Securities Trust, a series of Transamerica Bond Fund,
including the schedule of investments, as of March 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 five years in the period then ended. 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
March 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 Government Securities Trust, a series of Transamerica
Bond Fund, at March 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 five years in the
period then ended, in conformity with generally accepted accounting principles.
         
          
          
         
/s/ ERNST & YOUNG
         

Houston, Texas 
April 29, 1994 






         
                                      14
<PAGE>   255
                        REPORT OF INDEPENDENT AUDITORS




Shareholders and Board of Trustees
John Hancock Government Securities Trust,
a series of John Hancock Bond Fund


We have audited the accompanying statement of assets and liabilities of John
Hancock Government Securities Trust, formerly Transamerica Government
Securities Trust, a series of John Hancock Bond Fund, formerly Transamerica
Bond Fund, including the schedule of investments, as of March 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 March 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 Government Securities Trust, a series of John Hancock Bond Fund at March
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


<PAGE>   256
   




                  JOHN HANCOCK INVESTMENT QUALITY BOND FUND
                                      
                JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
                                      
                          CLASS A AND CLASS B SHARES
                                      
                     STATEMENT OF ADDITIONAL INFORMATION
                                 MAY 15, 1995
                                      
        This Statement of Additional Information ("SAI") provides information
about John Hancock Investment Quality Bond Fund ("Quality Bond Fund") and John
Hancock Adjustable U.S. Government Trust ("Adjustable Government Fund")
(individually, a "Fund" and collectively, the "Funds"), each a diversified
series of John Hancock Bond Fund (the "Trust"), in addition to the information
that is contained in each Fund's Prospectus, dated May 15, 1995.  

        This SAI is not a prospectus.  It should be read in conjunction with
each Fund's 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 02205-9116
                                1-800-225-5291
                                      
<TABLE>
                              TABLE OF CONTENTS
<CAPTION>
                                                      Cross-         Cross-
                                                    Referenced     Referenced
                                       Statement of to Quality    to Adjustable
                                        Additional  Bond Fund      Government 
                                       Information  Prospectus   Fund Prospectus
                                          Page        Page            Page      
                                       ------------ ----------  ---------------
<S>                                        <C>      <C>          <C>
Organization of the Trust...............     1               7            7
Investment Objective and Policies.......     1               4            4
Certain Investment Practices............     3              25           25
Investment Restrictions.................     9               4            4
Those Responsible for Management........    13               7            7
Investment Advisory and Other Services..    20               7            7
Distribution Contracts..................    23               7            7
Net Asset Value.........................    26              14           14
Initial Sales Charge on Class A Shares..    27              12           13
Deferred Sales Charge on Class B Shares.    28              12           13
Special Redemptions.....................    28              22           22
Additional Services and Programs........    29              22           22
Description of the Funds' Shares........    30               7            7
Tax Status..............................    32              10           11
Calculation of Performance..............    36              11           12
Brokerage Allocation....................    40             N/A          N/A
Transfer Agent Services.................    42      Back Cover   Back Cover
Custody of Portfolio....................    42      Back Cover   Back Cover
Independent Auditors....................    42      Back Cover   Back Cover
Appendix A..............................   A-1             N/A          N/A
Financial Statements....................   F-1               3            3

</TABLE>

    
<PAGE>   257
   





         ORGANIZATION OF THE TRUST

                The Trust is an open-end management investment company
         organized as a Massachusetts business trust under a Declaration of
         Trust dated December 12, 1984.  The Trust currently has six series. 
         Prior to December 22, 1994, Quality Bond Fund was called Transamerica
         Quality Bond Fund and Adjustable Government Fund was called
         Transamerica Adjustable U.S. Government Trust.

                Each 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 each Fund.

         INVESTMENT OBJECTIVE AND POLICIES

         QUALITY BOND FUND

                The investment objective of Quality Bond Fund is to earn a high
         level of current income consistent with prudent risk and safety of
         principal.  Quality Bond Fund invests primarily in "investment
         quality" fixed income securities rated within the three highest
         quality ratings assigned by recognized rating services such as
         Standard & Poor's Corporation (AAA, AA or A) or Moody's Investors
         Service, Inc., (Aaa, Aa or A) and high quality money market
         instruments, including commercial paper, certificates of deposit and
         bankers' acceptances.  In order to hedge against changes in interest
         rates, the Fund may also purchase put and call options and engage in
         transactions involving interest rate futures contracts and options on
         such contracts.

                The Fund and the Adviser are of the view that the term
         "investment quality," in the Fund's name, denotes an overall
         dollar-weighted average portfolio composition of investment grade and
         that investing in securities rated less than investment grade (e.g.,
         high yield/high risk securities) is appropriate in respect of its
         investment objective so long as the dollar-weighted average quality of
         its portfolio on a annual basis (notwithstanding unusual
         circumstances) remains equal to or more than the lowest investment
         grade category.

                The ratings given to securities by rating agencies represent
         their respective opinions of the qualities of the securities they
         undertake to rate and are a generally accepted barometer of risk.
         Nonetheless, such ratings are general and not absolute standards of
         quality; their limitations include:  (1) ratings are based largely on
         historical financial data and may not accurately reflect the current
         financial outlook of the issuer; (2) frequent occurrence of a lag
         between the time a rating is assigned and the time publication of it
         is updated; and (3) large differences may be present among the current
         financial conditions of issuers within each rating category.  For
         these reasons, the Adviser does not rely solely on the ratings
         assigned by recognized rating agencies in its evaluation and
         monitoring of the Fund's investments to assure that the Fund's overall
         portfolio is constituted in a manner consistent with the Fund's
         investment objective and policies. Additionally, credit quality
         limitations applicable to securities do not apply to deposits at the
         bank or banks in which cash is maintained by the Fund.  Many issuers
         of fixed income securities choose not to have their obligations rated. 
         Although unrated securities eligible for purchase by the Fund must be
         determined to be comparable in quality to securities having specified
         ratings, the market for unrated securities may not be as broad as for
         rated securities since many investors rely on rating agencies for
         credit appraisal.  In determining which securities to purchase or hold
         in the
    
<PAGE>   258
   





         Fund's portfolio (including rated or unrated securities) and in
         seeking to reduce credit and interest rate risk consistent with the
         Fund's investment objective and policies, the Adviser will rely on     
         information from various sources, including:  the rating of the
         security; research, analysis and appraisals of brokers and dealers;
         the views of the Fund's Trustees and others regarding economic
         developments and interest rate trends; and the Adviser's own analysis
         of factors it deems relevant as it pertains to achieving the Fund's
         investment objective(s).

                SPECIAL CONSIDERATIONS.  Although Quality Bond Fund's
         investment policies provide that up to 35% of its total assets may be
         invested in fixed income securities rated lower than the three highest
         categories of either Standard & Poor's Corporation ("S&P") or Moody's
         Investors Services, Inc. ("Moody's"), the Fund has no present
         intention of investing more than 34% of its net assets in securities
         rated lower than BBB by S&P or Baa by Moody's ("High Yield/High Risk
         Securities").  In addition to the risks described in the Prospectus,
         (1) the value of high yield/high risk securities may be more
         susceptible to real and perceived adverse economic or industry
         conditions; (2) because of the absence of an established secondary
         market, these securities may have a relatively low trading market
         liquidity; and (3) low liquidity and adverse conditions could make it
         difficult at times to sell certain securities or result in prices less
         than those used in valuation of such securities held by the Fund.

         ADJUSTABLE GOVERNMENT FUND

                Adjustable Government Fund seeks, as its primary investment
         objective, a high level of current income consistent with low
         volatility of principal.  Adjustable Government Fund pursues its
         investment objective by investing all of its assets in Adjustable U.S.
         Government Fund (the "Portfolio"), which in turn invests in a
         portfolio consisting primarily of securities issued or guaranteed by
         the U.S. Government, its agencies or instrumentalities ("U.S.
         Government Securities.")  Under normal circumstances, at least 65% of
         the Portfolio's total assets will be invested in adjustable rate
         mortgage securities ("ARMs") and pass-through securities representing
         interests in loan pools and having periodic interest rate resets,
         which in each case are U.S. Government Securities.  Shares of the
         Portfolio (which is also a series of the Trust) are offered by a
         separate Prospectus and Statement of Additional Information to
         institutional investors only.

                OBLIGATIONS OF THE UNITED STATES, ITS AGENCIES AND
         INSTRUMENTALITIES.  In addition to U.S. Government Securities which
         are adjustable rate mortgage securities and other pass through
         securities representing interests in loan pools and having periodic
         interest rate resets, Adjustable Government Fund (through the
         Portfolio) may invest in a variety of other securities issued or
         guaranteed as to principal and interest by the U.S. Government, its
         agencies and instrumentalities. U.S. Treasury Bills, notes and bonds
         are supported by the full faith and credit of the United States. Other
         U.S. Government Securities are supported either by the full faith and
         credit of the U.S. Government (such as securities of the Small
         Business Administration), the right of the issuer to borrow from the
         Treasury (such as securities of the Federal Home Loan Banks), the
         discretionary authority of the U.S. Government to purchase the
         agency's obligations (such as securities of the Federal National
         Mortgage Association), or only the credit of the issuer.  No assurance
         can be given that the U.S. Government will provide financial support
         to U.S. Government agencies, authorities or instrumentalities in the
         future.

                Adjustable Government Fund (through the Portfolio) may also
         invest in separately U.S. traded principal and interest components of
         securities guaranteed or issued by the U.S. Treasury if



                                        -2-
    
<PAGE>   259
   





         such components are traded independently under the Separate Trading of
         Registered Interest and Principal of Securities program
         ("STRIPS").

                Other investments of Adjustable Government Fund (and the
         Portfolio) are set forth below under "Certain Investment Practices." 
    

         CERTAIN INVESTMENT PRACTICES

                SINCE ADJUSTABLE GOVERNMENT FUND INVESTS ALL ITS ASSETS IN THE
         PORTFOLIO, THE FOLLOWING INVESTMENT POLICY IS APPLICABLE TO BOTH THE
         PORTFOLIO AND QUALITY BOND FUND. 

                LENDING OF PORTFOLIO SECURITIES.  In order to generate
         additional income, the Quality Bond Fund and the Portfolio may each,
         from time to time, lend securities from their portfolios to brokers,
         dealers and financial institutions such as banks and trust companies. 
         Such loans will be secured by collateral consisting of cash or U.S.
         Government Securities which will be maintained in an amount equal to
         at least 100% of the current market value of the loaned securities. 
         During the period of each loan, each of the Quality Bond Fund and the
         Portfolio will receive the income on both the loaned securities and
         the collateral and thereby increase their return.  Cash collateral
         will be invested in short-term high quality debt securities, which
         will increase the current income of the Quality Bond Fund or the
         Portfolio.  The loans will be terminable by each of the Quality Bond
         Fund and the Portfolio at any time and by the borrower on one day's
         notice.  Each of the Quality Bond Fund and the Portfolio will have the
         right to regain record ownership of loaned securities to exercise
         beneficial rights such as rights to interest or other distributions or
         voting rights on important issues.  Each of the Quality Bond Fund and
         the Portfolio may pay reasonable fees to persons unaffiliated with the
         Quality Bond Fund or the Portfolio for services in arranging such
         loans.  Lending of portfolio securities involves a risk of failure by
         the borrower to return the loaned securities, in which event the
         Quality Bond Fund or the Portfolio may incur a loss.

         QUALITY BOND FUND

                THE FOLLOWING INVESTMENT POLICIES ARE APPLICABLE ONLY TO THE
         QUALITY BOND FUND:

                LEVERAGE.  As described in the Quality Bond Fund's Prospectus,
         the Fund may from time to time increase its ownership of fixed income
         securities by borrowing money on an unsecured basis to purchase
         securities, provided that the aggregate amount of such borrowing, on
         the date such borrowing is incurred, does not exceed 20% of the Fund's
         total assets and only when (i) the cost of borrowing is below the
         yield on securities being purchased at the time of such borrowing or
         (ii) the cost of borrowing is equal to or greater than the yield of
         securities being purchased at such time, if it is anticipated that
         long-term interest rates shortly will decline in order that the Fund
         may benefit from possible capital appreciation.  Borrowings, for
         temporary purposes, will only be made for the purpose set forth in
         (ii) above with the prior approval of the Trustees.

                The extent of borrowing will depend upon the availability of
         funds, as well as the cost of borrowing, compared with the possible
         benefits the Fund expects to achieve.  Any income derived from the
         borrowed funds used for investment purposes by the Fund, in excess of
         the cost of borrowing, may cause the Fund's net income to rise more
         rapidly than if borrowing were not used. If the income derived from
         the borrowed funds is not sufficient to cover the cost of borrowing,
         the Fund's net income may decline more rapidly than if borrowings were
         not used.  Should the Fund benefit from capital appreciation, any
         investment gain made with the additional monies in excess of their net
         cost to the Fund may cause the Fund's net asset value to rise faster
         than would


                                        -3-
<PAGE>   260





         otherwise be the case.  However, if the investment performance on the
         borrowed monies fails to cover their net cost to the Fund, the
         Fund's net asset value may decrease faster than would otherwise be the
         case.

                FOREIGN SECURITIES.  Foreign investments of the Fund, as
         discussed in the Prospectus, may include debt securities issued by
         supranational entities.  Supranational entities include international
         organizations designated or supported by governmental entities to
         promote economic reconstruction or development and international
         banking institutions and related government agencies.  Examples
         include the International Bank for Reconstruction and Development (the
         World Bank), the European Steel and Coal Community, the Asian
         Development Bank, and the Inter-American Development Bank.  The
         government members or "stockholders" usually make initial capital
         contributions to the supranational entity and in many cases are
         committed to make additional capital contributions if the
         supranational entity is unable to repay its borrowing.  Each
         supranational entity's lending activities are limited to a percentage
         of its total capital (including "callable capital" contributed by
         members at the entity's call), reserves and net income.  Foreign
         securities, like other securities of the Fund, will be held by the
         Trust's custodian or by any sub-custodian which may hereafter be
         appointed in accordance with applicable requirements of the Investment
         Company Act of 1940, as amended (the "1940 Act"), and the rules
         thereunder.

                OPTIONS TRANSACTIONS.  The matrix set forth below relates to
         the use of certain major strategies involving options to different
         interest rate outlooks by the Fund.

                         INTEREST RATE OUTLOOK     
                         ---------------------
                                        DECLINING    STABLE     RISING
                                        INTEREST    INTEREST   INTEREST
         FUND STRATEGIES                  RATES       RATES      RATES 
         ---------------                ---------   --------   --------
         Covered Call Writing
               Out-of-the Money             X
               At-the-Money                             X
               In-the-Money                                        X
         Purchase of Puts                                          X
         Secured Put Writing
               Out-of-the-Money                                    X
               At the-Money                             X
               In-the-Money                 X
         Purchase of Calls                  X

                COVERED CALL WRITING.  An investor is engaged in covered call
         writing when he sells the right to buy a security that he already owns
         for a fee or premium.  Because he already owns the security, the call
         is collateralized or "covered."  The exercise price of the call
         options may be below ("in-the-money"), equal to ("at-the-money"), or
         above ("out-of-the-money") the current market value of the underlying
         securities at the times the options are written.

                PURCHASE OF PUT.  A right to sell a security at a specified
         price for a specific period of time.

                SECURED PUT WRITING.  An investor is engaged in secured put
         writing when he accepts the obligation to purchase a security at the
         exercise price for a fee or premium and holds cash equivalents in
         reserve to purchase the securities.  Because the cash is reserved if
         the option is


                                        -4-
<PAGE>   261





         exercised, the put is "secured."  As in covered call writing, the
         option can be "in," "at" or "out of    the money."

                PURCHASE OF CALL.  A right to buy a security at a specified
         price for a specific period of time.

                SECURITIES OPTIONS.  An option position may be closed out only
         on an Exchange which provides a secondary market for an option of the
         same series.  Although the Fund will write call and put options only
         when the Adviser believes that a liquid secondary market will exist on
         an Exchange for options of the same series so that the Fund can effect
         a closing purchase transaction if it desires to close out its
         positions, there can be no assurance that a liquid secondary market
         will exist for a particular option at any specific time.  If a covered
         call option writer is unable to effect a closing purchase transaction,
         it cannot sell the underlying security until the option expires or the
         option is exercised.  Accordingly, a covered call option writer may
         not be able to sell an underlying security at a time when it might
         otherwise be advantageous to do so.  A secured put option writer who
         is unable to effect a closing purchase transaction would continue to
         bear the risk of decline in the market price of the underlying
         security until the option expires or is exercised.  In addition, a
         secured put writer would be unable to utilize the amount held in cash
         or U.S. Government Securities as security for the put option for other
         investment purposes until the exercise or expiration of the option. 
         In connection with the qualification of the Fund as a regulated
         investment company under the Internal Revenue Code of 1986, as amended
         (the "Code"), other restrictions on the Fund's ability to enter into
         certain option transactions may apply from time to time (see "Tax
         Status").

                Possible reasons for the absence of a liquid secondary market
         on an Exchange include the following:  (a) insufficient trading
         interest in certain options; (b) restrictions on transactions imposed
         by an Exchange; (c) trading halts, suspensions or other restrictions
         imposed with respect to particular classes or series of options or
         underlying securities; (d) inadequacy of the facilities of an Exchange
         or a national clearing corporation to handle trading volume; or (e) a
         decision by one or more exchanges to discontinue the trading of
         options or impose restrictions on types of orders. Although the
         Options Clearing Corporation has stated that it believes, based on
         forecasts provided by the Exchanges, that its facilities are adequate
         to handle the volume of reasonably anticipated options transactions,
         and although each Exchange has advised such clearing corporation that
         it believes that its facilities will also be adequate to handle
         reasonably anticipated volume, there can be no assurance that higher
         than anticipated trading activity or order flow or other unforeseen
         events might not at times render certain of these facilities
         inadequate and thereby result in the institution of special trading
         procedures or restrictions which could interfere with the Fund's
         ability to effect closing purchase transactions with respect to
         options written by it.

                The Fund will engage in over-the-counter ("OTC") option
         transactions only with primary U.S. Government securities dealers
         recognized by the Federal Reserve Bank of New York.  In the event that
         any OTC option transaction is not subject to a forward price at which
         the Fund has the absolute right to repurchase the OTC option which it
         has sold, the value of the OTC option purchased and of the Fund's
         assets used to "cover" the OTC option will be considered "illiquid
         securities."  The "formula" on which the forward price will be based
         may vary among contracts with different primary dealers, but it will
         be based on a multiple of the premium received by the Fund for writing
         the option plus the amount, if any, of the option's intrinsic value,
         i.e., current market value of the underlying securities minus the
         option's stock price.




                                        -5-
<PAGE>   262





                The Fund's securities options transactions may be subject to
         limitations established by each of the Exchanges governing the maximum
         number of options in each class which may be held by a single investor
         or group of investors acting in concert.  Thus, the ability of the
         Fund to enter into transactions involving options on debt securities
         may be limited by transactions engaged in by the Adviser on behalf of
         its other investment advisory clients.  An Exchange may order the
         liquidation of positions found to be in excess of these limits, and it
         may impose certain other sanctions.

                INTEREST RATE FUTURES CONTRACTS CHARACTERISTICS.  Currently,
         futures contracts can be purchased and sold with respect to U.S.
         Treasury bonds, U.S. Treasury notes, and GNMA's on the Chicago Board
         of Trade and with respect to U.S. Treasury bills on the International
         Monetary Market at the Chicago Mercantile Exchange.

                In contrast to the purchase or sale of a security, no price is
         paid or received by Quality Bond Fund upon the purchase or sale of a
         futures contract.  Rather, the Fund will initially be required to
         deposit with the Trust's broker an amount of cash or U.S. Treasury
         bills equal to approximately 5% of the contract amount.  This is
         called "initial margin."  Such initial margin is in the nature of a
         performance bond or good faith deposit on the contract, which is
         returned to the Fund upon termination of the futures contract,
         assuming all contractual obligations have been satisfied.  In
         addition, because under current futures industry practice daily
         variations in gains and losses on open contracts are required to be
         reflected in cash in the form of variation margin payments, the Fund
         may be required to make additional payments during the term of the
         contract to the broker.  Such payments would be required in the event
         that the price of an underlying debt security declined during the term
         of a debt security futures contract purchased by the Fund or in the
         event that the price of an underlying debt security has risen during
         the term of a debt security futures contract sold by the Fund.  In all
         instances involving the purchase of futures contracts or call options
         on futures contracts by the Fund, an amount of cash together with such
         other securities as may be permitted by applicable regulatory
         authorities to be utilized for such purpose, at least equal to the
         market value of the futures contracts, will be deposited in a
         segregated account with the Fund's Custodian to collateralize the
         position.  At any time prior to the expiration of a futures contract,
         the Fund may elect to close its position by taking an opposite
         position which will operate to terminate the Fund's positions in the
         futures contract.  See "Risks Relating to Transactions in Futures
         Contracts" below.

                RISKS RELATING TO TRANSACTIONS IN FUTURES CONTRACTS.  There are
         several risks in connection with the use of interest rate futures
         contracts by the Fund.  One risk arises due to the imperfect
         correlation between movements in the prices of futures contracts and
         movements in the prices of the underlying U.S. Government Securities. 
         The price of a futures contract may move more than or less than the
         price of the securities being hedged.  If the price of the futures
         moves less than the price of the securities which are the subject of
         the hedge, the hedge will not be fully effective.  On the other hand,
         if the price of the securities being hedged has moved in an
         unfavorable direction to the  Fund, the Fund would be in a better
         position than if it had not hedged at all.  If the price of the future
         moves more than the price of the security, the Fund will experience
         either a gain or loss on the future which will not be completely
         offset by movements in the price of the securities which are the
         subject of the hedge.  In addition to the possibility that there may
         be an imperfect correlation between movements in prices of futures
         contracts and portfolio securities being hedged, it is also possible
         that if the Fund has hedged, the market prices of futures contracts
         may be affected by certain factors.  If participants in the futures
         market elect to close out their contracts through offsetting
         transactions rather than meet margin deposit requirements, distortions
         in the normal relationship between the debt securities and futures


                                        -6-
<PAGE>   263





         markets could result.  Price distortions could also result if
         investors in futures contracts opt to make or take delivery of
         underlying securities rather than engage in closing transactions due
         to the resultant reduction in the liquidity of the futures market.  In
         addition, due to the fact that, from the point of view of speculators,
         the deposit requirements in the futures markets are less onerous than  
         margin requirements in the cash market, increased participation by
         speculators in the futures market could cause temporary price
         distortions.  Due to the possibility of price distortions in the
         futures market and because of the imperfect correlation between
         movements in the prices of the U.S. Government Securities and
         movements in the prices of futures contracts, a correct forecast of
         interest rate trends by the Adviser may still not result in a
         successful hedging transaction.

                FOREIGN CURRENCY TRANSACTIONS.  As discussed in Quality Bond
         Fund's Prospectus, securities denominated in non-U.S. currencies,
         whether issued by a non-U.S. or a U.S. issuer, may be affected
         favorably or unfavorably by changes in currency rates and exchange
         control regulations, and costs will be incurred in connection with
         conversions from one currency into another.  Foreign currency exchange
         rates are determined by forces of supply and demand on the foreign
         exchange markets.  These forces are, in turn, affected by the
         international balance of payments and other economic and financial
         conditions; government intervention; speculation and other factors. 
         Generally, the foreign currency exchange transactions of the Fund will
         be conducted on a spot basis (i.e., cash basis) at the spot rate for
         purchasing or selling currency prevailing in the foreign currency
         exchange market.  The Fund may also enter into forward currency
         contracts to purchase or sell foreign currencies (i.e., non-U.S.
         currencies) as a hedge against possible variations in foreign exchange
         rates.  A forward foreign currency exchange contract is an agreement
         between the contracting parties to exchange an amount of currency at
         some future time at an agreed upon rate.  The rate can be higher or
         lower than the spot rate between the currencies that are the subject
         of the contract.  A forward contract generally has no deposit
         requirement, and such transactions do not involve commissions.  By
         entering into a forward contract for the purchase or sale of the
         amount of foreign currency invested in a foreign security transaction,
         the Fund can hedge against possible variations in the value of the
         dollar versus the subject currency either between the date the foreign
         security is purchased or sold and the date on which payment is made or
         received or during the time the Fund holds the foreign security. 
         Hedging against a decline in the value of a currency in the foregoing
         manner does not eliminate fluctuations in the prices of portfolio
         securities or prevent losses if the prices of such securities decline. 
         Furthermore, such hedging transactions preclude the opportunity for
         gain if the value of the hedged currency should rise.  The Fund will
         not speculate in forward currency contracts.  If the Fund enters into
         a "position hedging transaction," which is the sale of forward
         non-U.S. currency with respect to a portfolio security denominated in
         such foreign currency, its custodian bank will place cash or liquid
         equity or debt securities in a separate account of the Fund in an
         amount equal to the value of the Fund's total assets committed to the
         consummation of such forward contract.  If the value of the securities
         placed in the account declines, additional cash or securities will be
         placed in the account so that the value of the account will equal the
         amount of the Fund's commitments with respect to such contracts.  The
         Fund will not enter into a forward contract for a term of more than
         one year.  The Fund will enter into such transactions only to the
         extent deemed appropriate by its Adviser.

         ADJUSTABLE GOVERNMENT FUND

                THE FOLLOWING INVESTMENT POLICIES ARE APPLICABLE ONLY TO THE
         PORTFOLIO THROUGH WHICH ADJUSTABLE GOVERNMENT FUND INVESTS ALL ITS
         ASSETS.




                                        -7-
<PAGE>   264
   





                SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT.  As
         described under "Investments, Techniques and Risk Factors" in the
         Prospectus for the Adjustable Government Fund, securities purchased
         for which the normal settlement date occurs later than the settlement
         date which is normal for U.S. Treasury obligations and the securities
         held in the Portfolio are subject to changes in value (both
         experiencing appreciation when interest rates decline and depreciation
         when interest rates rise) based upon the public's perception of the
         creditworthiness of the issuer and changes, real or anticipated, in
         the level of interest rates.  Purchasing securities subject to delayed
         settlement can involve a risk that the yields available in the market
         when the delivery takes place may actually be higher than those
         obtained in the transaction itself.  A separate account of the
         Portfolio consisting of cash or liquid debt securities equal to the
         amount of the delayed settlement commitments will be established at
         the Trust's custodian bank.  For the purpose of determining the
         adequacy of the securities in the account, the deposited securities
         will be valued at market value using the valuation procedures for all
         other investments.  If the market or fair value of such securities
         declines, additional cash or highly liquid securities will be placed
         in the account daily so that the value of the account will equal the
         amount of such commitments by the Portfolio.  On the settlement date
         of these delayed settlement securities, the Portfolio will meet its
         obligations from then available cash flow, sale of securities held in
         the separate account, sale of other securities or, although it would
         not normally expect to do so, from sale of the delayed settlement
         securities themselves (which may have a value greater or lesser than
         the Portfolio's payment obligations).  Sale of securities to meet such
         obligations will generally result in the realization of capital gains
         or losses.

                WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES.  The Portfolio
         may purchase securities on a when-issued or forward commitment basis. 
         "When-issued" refers to securities whose terms are available and for
         which a market exists, but which have not been issued.  The Portfolio
         will engage in when-issued transactions with respect to securities
         purchased for its portfolio in order to obtain what is considered to
         be an advantageous price and yield at the time of the transaction. 
         For when-issued transactions, no payment is made until delivery is
         due, often a month or more after the purchase.  In a forward
         commitment transaction, the Portfolio contracts to purchase securities
         for a fixed price at a future date beyond customary settlement time.

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

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

                REPURCHASE AGREEMENTS.  The Portfolio may enter into repurchase
         agreements.  A repurchase agreement is a contract under which the
         Portfolio 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 Portfolio to resell such security at a
         fixed time and price (representing the


                                        -8-
    
<PAGE>   265
   





         Portfolio's cost plus interest).  The Portfolio 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 Portfolio
         enters into    repurchase agreements.  The Portfolio has established a
         procedure providing that the securities serving as collateral for each
         repurchase agreement must be delivered to the Portfolio'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 Portfolio
         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 Portfolio
         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.

                REVERSE REPURCHASE AGREEMENTS.  As briefly described in its
         Prospectus, the Portfolio may also enter into reverse repurchase
         agreements which involve the sale of securities held in its portfolio
         to a bank or securities firm with an agreement that the Portfolio will
         buy back the securities at a fixed future date at a fixed price plus
         an agreed amount of interest which may be reflected in the repurchase
         price.  Reverse repurchase agreements are considered to be borrowings
         by the Portfolio.  The Portfolio will use proceeds obtained from the
         sale of securities pursuant to reverse repurchase agreements to
         purchase other investments.  The use of borrowed funds to make
         investments is a practice known as "leverage," which is considered
         speculative.  Use of reverse repurchase agreements is an investment
         technique that is intended to increase income.  Thus, the Portfolio
         will enter into a reverse repurchase agreement only when the Adviser
         determines that the interest income to be earned from the investment
         of the proceeds is greater than the interest expense of the
         transaction.  However there is a risk that interest expense will
         nevertheless exceed the income earned.  Reverse repurchase agreements
         involve the risk that the market value of securities purchased by the
         Portfolio with proceeds of the transaction may decline below the
         repurchase price of the securities sold by the Portfolio which it is
         obligated to repurchase.  The Portfolio would also continue to be
         subject to the risk of a decline in the market value of the securities
         sold under the agreements because it will reacquire those securities
         upon effecting their repurchase.  To minimize various risks associated
         with reverse repurchase agreements, the Portfolio would establish and
         maintain with the Portfolio's custodian a separate account consisting
         of highly liquid, marketable securities in an amount at least equal to
         the repurchase prices of the securities (plus any accrued interest
         thereon) under such agreements.  In addition, the Portfolio would not
         enter into reverse repurchase agreements exceeding in the aggregate 33
         1/3% of the value of its total net assets (including for this purpose
         other borrowings of the Portfolio).  The Portfolio will enter into
         reverse repurchase agreements only with selected registered broker/
         dealers or with federally insured banks or savings and loan
         associations which are approved in advance as being creditworthy by
         the Trustees.  Under procedures established by the Trustees, the
         Adviser will monitor the creditworthiness of the firms involved.

         INVESTMENT RESTRICTIONS

                Quality Bond Fund, Adjustable Government Fund and the Portfolio
         have each adopted the following fundamental investment restrictions. 
         These restrictions may not be changed without approval by holders of a
         "majority of the outstanding shares" of the applicable Fund.  A
         majority for this purpose means the holders of:  (a) more than 50% of
         the outstanding shares, or (b) 67% or more of the shares represented
         at a meeting where more that 50% of the outstanding shares are
         represented, whichever is less.  Whenever the Adjustable Government
         Fund is requested to vote



                                        -9-
    
<PAGE>   266
   




         on a change in a fundamental investment restriction of the Portfolio,
         the Adjustable Government Fund will hold a meeting of its
         shareholders and will cast a vote as instructed by its shareholders.
    

              THE QUALITY BOND FUND MAY NOT:

         1.   Invest more than 25% of total assets in the securities of issuers
              in any one industry.  For purposes of this restriction, gas,
              electric, water and telephone utilities will each be treated as
              separate industries.  This restriction does not apply to
              obligations issued or guaranteed by the United States government,
              its agencies or instrumentalities.

         2.   Make short sales of securities or purchase securities on margin, 
              except for such short-term loans as are necessary for the
              clearance of purchases of portfolio securities.  Borrowing for    
              the purpose of purchasing securities within the limitations
              described under "Investments, Techniques and Risk Factors" in the
              Prospectus to the Quality Bond Fund shall not be prohibited by
              this investment restriction.

         3.   Engage in the underwriting of securities except insofar as the 
              Fund may be deemed an underwriter under the Securities Act of
              1933 in disposing of a portfolio security.

         4.   Purchase or sell real estate or interests therein (including 
              limited partnership interests), although the Fund may purchase
              securities of issuers which engage in real estate operations and
              securities which are secured by real estate or interests therein.

         5.   Purchase oil, gas or other mineral leases, rights or royalty 
              contracts or exploration or development programs, except that the
              Fund may invest in securities of companies which  invest in or
              sponsor such programs.

         6.   Purchase securities of other investment companies, except in 
              connection with a merger, consolidation, reorganization or
              acquisition of assets.

         7.   Invest for the purpose of exercising control or management of 
              another company.

         8.   Invest in securities of any company if, to the knowledge of the 
              Trust, any officer or director of the Trust or its Adviser owns
              more than 1/2 of 1% of the outstanding securities of such
              company, and all such officers and directors own in the aggregate
              more than 5% of the outstanding securities of such company.

         9.   Issue senior securities, as defined in the 1940 Act, except that 
              the Fund may enter into repurchase and reverse repurchase
              agreements, lend portfolio securities, and leverage and   borrow
              as described under "Investments, Techniques and Risk Factors" in
              the Prospectus for the Fund.

         10.  Make loans of money or securities, except by (a) the purchase of 
              fixed income obligations; (b) investing in repurchase agreements;
              or (c) lending its portfolio securities.  See "Investments,
              Techniques and Risk Factors" in the Prospectus for the Fund.

         11.  Purchase or sell commodities or commodity futures contracts 
              except financial futures and options on such futures for
              hedging purposes under policies developed by the Trust's Board of
              Trustees.



                                       -10-
<PAGE>   267





         12.  Invest more than 5% of its total assets in the securities of any 
              one issuer (other than obligations of, or guaranteed by, the U.S.
              government, its agencies or instrumentalities) or purchase more
              than 10% of the voting securities or more than 10% of any class
              of securities of any one issuer.

         13.  Invest more than 5% of its total assets in securities of 
              companies having a record, together with predecessors, of
              less than three years continuous operation.  This restriction
              shall not apply to any obligation of the United States
              government, its agencies or instrumentalities.

         14.  Invest more than 5% of its total assets in restricted securities.

         15.  Issue senior securities, as defined in the 1940 Act, except that 
              the Fund may enter into repurchase and reverse repurchase
              agreements, lend portfolio securities, and leverage and   borrow. 
              For purposes of this restriction, the Fund will not borrow money
              except as provided under the Fund's policies regarding leverage
              (up to 20% of the Fund's total assets), and reverse repurchase
              agreements (up to 33-1/3% of the Fund's net assets) so long as
              total borrowings do not exceed 33-1/3% of the Fund's net assets.

              NEITHER THE ADJUSTABLE GOVERNMENT FUND NOR THE PORTFOLIO MAY:

         1.   borrow money, except that as a temporary measure for 
              extraordinary or emergency purposes either the Fund or the
              Portfolio may borrow from banks in aggregate amounts at any one
              time outstanding not exceeding 33 1/3% of the total assets
              (including the amount borrowed) of the Fund or the Portfolio,
              respectively, valued at market; and neither the   Fund nor the
              Portfolio may purchase any securities at any time when borrowings
              exceed 5% of the total assets of the Fund or the Portfolio,
              respectively (taken at market value). This borrowing restriction
              does not prohibit the use of reverse repurchase agreements (see
              "Reverse Repurchase Agreements").  For purposes of this
              investment restriction, forward commitment transactions shall not
              constitute borrowings.  Interest paid on any borrowings will
              reduce the Fund's net investment income;

         2.   make short sales of securities or purchase any security on 
              margin, except that the Fund or the Portfolio may obtain such
              short-term credit as may be necessary for the clearance of        
              purchases and sales of securities (this restriction does not
              apply to securities purchased on a when-issued basis);

         3.   underwriter securities issued by other persons, except insofar 
              as the Fund or the Portfolio may technically be deemed an
              underwriter under the Securities Act of 1933 in selling a
              security, and except that the Fund may invest all or
              substantially all of its assets in another registered
              investment company having substantially the same investment
              objectives as the Fund;

         4.   make loans to other persons except (a) through the lending of 
              securities held by the Fund or the Portfolio, (b) through the
              purchase of debt securities in accordance with the        
              respective investment policies of the Fund and the Portfolio (the
              entry into repurchase agreements is not considered a loan for
              purposes of this restriction);

         5.   with respect to 75% of its total assets, purchase the securities 
              of any one issuer (except securities issued or guaranteed by the
              U.S. Government and its agencies or instrumentalities, as
              to which there are no percentage limits or restrictions) if
              immediately


                                       -11-
<PAGE>   268





              after and as a result of such purchase (a) more than 5% of the
              value of its assets would be invested in that issuer, or (b) the
              Fund or the Portfolio would hold more than 10% of the outstanding
              voting securities of that issuer, except that the Fund may invest
              all or substantially all of its assets in another registered
              investment company having substantially the same investment
              objectives as the Fund;

         6.   purchase or sell real estate (including limited partnership 

              interests) other than securities secured by real estate or
              interests therein including mortgage-related securities or
              interests in oil, gas or mineral leases in the ordinary course of
              business (the Fund and the Portfolio each reserves the freedom of
              action to hold and to sell real estate acquired as a result of
              the ownership of securities);

         7.   invest more than 25% of its total assets in the securities of 
              issuers whose principal business activities are in the same
              industry (excluding obligations of the U.S. Government, its       
              agencies and instrumentalities and repurchase agreements) except
              that the Fund may invest all or substantially all of its assets
              in another registered investment company having substantially the
              same objectives as the Fund;

         8.   issue any senior security (as that term is defined in the 1940 
              Act) if such issuance is specifically prohibited by the 1940 Act
              or the rules and regulations promulgated  thereunder; 

         9.   invest in illiquid securities, including repurchase agreements 
              maturing in more than seven days but excluding securities which
              may be resold pursuant to Rule 144A under the Securities Act
              of 1933, if, as a result thereof, more than 10% of the net assets
              (taken at market value at the time of each investment of the Fund
              or the Portfolio, as the case may be) would be invested in such
              securities, except that the Fund may invest all or substantially
              all of its assets in another registered investment company having
              substantially the same investment restrictions as the Fund; or

         10.  Invest in securities of any company if, to the knowledge of the 
              Trust, any officer or director of the Trust or its Adviser owns
              more than 1/2 of 1% of the outstanding securities of such
              company, and all such officers and directors own in the aggregate
              more than 5% of the outstanding securities of such company.

                The Adjustable Government Fund and the Portfolio have also
         adopted the following additional operating restrictions that may be
         required by various state laws and administrative positions.  These
         operating restrictions are not fundamental policies and may be changed
         by the Fund without approval of its shareholders and by the Portfolio
         without the approval of the Fund or any other investors in the
         Portfolio.

                Under those operating restrictions, neither the Fund nor the
         Portfolio may:

         (a)  invest in companies for the purpose of exercising control or 
              management, except that the Fund may invest all or substantially
              all of its assets in another registered investment company
              having substantially the same investment restrictions as the
              Fund;

         (b)  make investments in the securities of other investment companies,
              except that the Fund may invest all or substantially all of its
              assets in another registered investment company having
              substantially the same investment restrictions as the Fund and
              except as otherwise


                                       -12-
<PAGE>   269





              permitted by the 1940 Act or in connection with a merger,
              consolidation, or reorganization;

         (c)  invest in securities of issuers (other than U.S. Government 

              Securities) having a record of less than three years of
              continuous operation (for this purpose, the period of operation
              of any issuer shall include the period of operation of any
              predecessor or unconditional guarantor of such issuer) if,
              regarding all securities, more than 5% of the total assets (taken 
              at market value at the time of each investment) of the Fund or
              the Portfolio, as the case may be would be invested in such
              securities, except that the Fund may invest all or substantially
              all of its assets in another registered investment company having
              substantially the same investment restrictions as the Fund;

         (d)  invest in commodities and commodity futures contracts, put or 
              call options or any combination thereof;

         (e)  mortgage, pledge, hypothecate or in any manner transfer, as 
              security for indebtedness, any securities owned by the Fund or
              the Portfolio except as may be necessary in connection    with
              borrowings mentioned in investment restriction no. 1 above; or

         (f)  purchase warrants of any issuer, except on a limited basis, if, 
              as a result, more than 2% of the value of its total assets would
              be invested in warrants which are not listed on the New York
              Stock Exchange and more than 5% of the value of its total assets
              would be invested in warrants, whether or not so listed, such
              warrants in each case to be valued at the lesser of cost or
              market, but assigning no value in each case to warrants acquired
              by the Fund in units or attached to debt securities.

                Pursuant to an undertaking with a certain state, neither the
         Fund nor the Portfolio will invest more than 15% of its respective net
         assets in illiquid and restricted securities so long as shares of the
         Fund are registered for sale in such state.

                               __________________________

   
         THOSE RESPONSIBLE FOR MANAGEMENT

                The business of each Fund is managed by the Trustees who elect
         officers who are responsible for the day-to-day operations of each
         Fund and who execute policies formulated by the Trustees.  Several of
         the officers and Trustees of Quality Bond Fund, Adjustable Government
         Fund and the Portfolio are also officers and directors of the Adviser
         or officers and directors of John Hancock Funds.

                Set forth below is the principal occupation or employment of
         the Trustees and officers of the Trust during the past five years. 










                                       -13-
    
<PAGE>   270
   


<TABLE>
<CAPTION>

                                     POSITION HELD    PRINCIPAL OCCUPATION(S)
         NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
         ----------------            --------------   -----------------------
         <S>                         <C>              <C>
         Edward J. Boudreau, Jr.*    Trustee,         Chairman and Chief Executive
         101 Huntington Avenue       Chairman and     Officer, the Adviser and The
         Boston, MA 02199            Chief Executive  Berkeley Financial Group
                                     Officer(1)(2)    ("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, 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


</TABLE>

                                       -14-
    
<PAGE>   271
   
<TABLE>
<CAPTION>

                                     POSITION HELD    PRINCIPAL OCCUPATION(S)
         NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
         ----------------            --------------   -----------------------
         <S>                         <C>              <C>

                                                      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
         601 Colorado Street                          Texas System and former
         O'Henry Hall                                 President of the University of
         Austin, TX 78701                             Texas, Austin, 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,
                                                      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
         460 North Gulph Road                         company); Senior Vice
         King of Prussia, PA 19406                    President, Finance UGI Corp.
                                                      (public utility holding
                                                      company) (until 1992);  and
                                                      Trustee or Director of other
                                                      investment companies
                                                      managed by the Adviser.




</TABLE>


                                       -15-
    
<PAGE>   272
   
<TABLE>
<CAPTION>

                                     POSITION HELD    PRINCIPAL OCCUPATION(S)
         NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
         ----------------            --------------   -----------------------
         <S>                         <C>              <C>

         Leo E. Linbeck, Jr.         Trustee          Chairman, President, Chief
         3810 W. Alabama                              Executive Officer and
         Houston, TX 77027                            Director, 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
                                                      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 #3, 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 Drive, #208                  Holdings, Inc.; Director,
         Naples, FL 33942                             First Signature Bank & Trust
                                                      Company (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,
         Rt. 1, Box 249 E                             Deputy Chief of Staff for
         Linden, VA 22642                             Manpower and Reserve
                                                      Affairs, Headquarters Marine
                                                      Corps; Commanding General
                                                      III Marine Expeditionary
                                                      Force/3rd Marine Division

</TABLE>


                                       -16-
    
<PAGE>   273
   
<TABLE>
<CAPTION>

                                     POSITION HELD    PRINCIPAL OCCUPATION(S)
         NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
         ----------------            --------------   -----------------------
         <S>                         <C>              <C>
                                                      (retired 1991); and Trustee or
                                                      Director of other investment
                                                      companies managed by the
                                                      Adviser.

         John P. Toolan              Trustee(3)       Director, The Smith Barney
         13 Chadwell Place                            Muni Bond Funds, The Smith
         Morristown, NJ 07960                         Barney Tax-Free Money Fund,
                                                      Inc., Vantage Money Market
                                                      Funds (mutual funds), The
                                                      Inefficient-Market Fund, Inc.
                                                      (closed-end investment
                                                      company) and Smith Barney
                                                      Trust Company of Florida;
                                                      Chairman, Smith Barney Trust
                                                      Company (retired December,
                                                      1991); Director, Smith Barney,
                                                      Inc., Mutual Management
                                                      Company and Smith, Barney
                                                      Advisers, Inc. (investment
                                                      advisers) (retired 1991); 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    President and Chief
         101 Huntington Avenue       and Chief        Investment Officer, the
         Boston, MA 02199            Investment       Adviser.
                                     Officer(2)

         Anne C. Hodsdon*            President(2)     Executive Vice President, the
         101 Huntington Avenue                        Adviser.
         Boston, MA 02199

         James B. Little*            Senior Vice      Senior Vice President, the
         101 Huntington Avenue       President and    Adviser.
         Boston, MA 02199            Chief Financial 
                                     Officer


         Thomas H. Drohan*           Senior Vice      Senior Vice President and
         101 Huntington Avenue       President and    Secretary, the Adviser.
         Boston, MA 02199            Secretary


</TABLE>

                                       -17-
    
<PAGE>   274
   
<TABLE>
<CAPTION>

                                     POSITION HELD    PRINCIPAL OCCUPATION(S)
         NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
         ----------------            --------------   -----------------------
         <S>                         <C>              <C>

         Michael P. DiCarlo*         Senior Vice      Senior Vice President, the
         101 Huntington Avenue       President(2)     Adviser.
         Boston, MA 02199

         Edgar Larsen*               Senior Vice      Senior Vice President, the
         101 Huntington Avenue       President        Adviser.
         Boston, MA 02199

         B.J. Willingham*            Senior Vice      Senior Vice President, the
         101 Huntington Avenue       President        Adviser.  Formerly, Director
         Boston, MA 02199                             and Chief Investment Officer
                                                      of Transamerica Fund
                                                      Management Company.

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

         Susan S. Newton*            Vice President   Vice President and Assistant
         101 Huntington Avenue       and Compliance   Secretary, the Adviser.
         Boston, MA 02199            Officer

         John A. Morin*              Vice President.  Vice President, the Adviser.
         101 Huntington Avenue       
         Boston, MA 02199
<FN>
         ___________________________

          *   An "interested person" of the Fund, 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>

                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 April 28, 1995, there were 10,943,821 shares of Quality
         Bond Fund outstanding and officers and trustees of Quality Bond Fund
         as a group beneficially owned less than 1% of these outstanding
         shares.  At such date, no person owned of record or beneficially as
         much as 5% of the outstanding shares of Quality Bond Fund.

                As of April 28, 1995, there were 2,261,487 shares of Adjustable
         Government Fund outstanding and officers and trustees of Adjustable
         Government Fund as a group beneficially






                                       -18-
    
<PAGE>   275
   



         owned less than 1% of these outstanding shares.  At such date, Merrill
         Lynch Pierce Fenner & Smith, Inc., Jacksonville, Florida held of
         record 213,732 shares representing approximately 9% of the shares
         outstanding of Adjustable Government Fund.  At such date, no other
         person owned of record or beneficially as much as 5% of the
         outstanding shares of Adjustable Government 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 of each
         Fund, and the Adviser). The members of the Advisory Board are distinct
         from the Board of Trustees, do not serve the Funds in any other
         capacity and are persons who have no power to determine what
         securities are purchased or sold on behalf of a 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, 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.

                COMPENSATION OF THE BOARD OF TRUSTEES AND ADVISORY BOARD.  Each
         Trustee who is not an "interested person," as such term is defined in
         the 1940 Act ("Independent Trustee"), receives an annual retainer of
         $44,000, a meeting fee of $4,000 for each of the four regularly
         scheduled meetings held during the year and a fee of $25 per day or
         actual travel expenses, whichever is greater.  This compensation is
         apportioned among the John Hancock funds, including the Funds, on
         which such Trustees serve based on the net asset value of such funds. 
         Advisory Board Members receive from the John Hancock funds an annual
         retainer of $40,000 and a meeting fee of $7,000 for each of the two
         regularly scheduled meetings to be held in 1995 and the one in 1996.



                                       -19-
    
<PAGE>   276
   





         For the fiscal year ended March 31, 1994, the Trust paid Trustees'
         fees in the aggregate of $26,337 to all the Trustees then serving
         as such.


         INVESTMENT ADVISORY AND OTHER SERVICES

                INVESTMENT MANAGEMENT CONTRACT.  Quality Bond Fund and the
         Portfolio (referred to under this sub-caption individually as a
         "Fund," and collectively as, the "Funds") receive their investment
         advice from the Adviser.  Investors should refer to the applicable
         Prospectus for a description of certain information concerning the
         investment management contracts.  Each of the Trustees and principal
         officers affiliated with the Funds who is also an affiliated person of
         the Adviser is named above, together with the capacity in which such
         person is affiliated with the Funds, the Adviser or TFMC (each Fund's
         prior investment adviser).

                The Adviser, located at 101 Huntington Avenue, Boston,
         Massachusetts 02199-7603, was organized in 1968 and has more than $13
         billion in assets under management in its capacity as investment
         adviser to the Funds 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.

                The Trust on behalf of each Fund has entered into an investment
         management contract with the Adviser.  Under the investment management
         contracts, the Adviser provides the Funds with (i) a continuous
         investment program, consistent with each Fund's stated investment
         objective and policies, (ii) supervision of all aspects of each 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 each Fund's business.  The Adviser is responsible for the
         day-to-day management of the portfolio assets of Quality Bond Fund and
         the Portfolio.

                No person other than the Adviser and its directors and
         employees regularly furnishes advice to the Funds with respect to the
         desirability of a 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
         Trust on behalf of each 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 Trust and pays the
         expenses of clerical services relating to the administration of the
         Funds.  All expenses which are not specifically paid by the Adviser
         and which are incurred in the operation of a Fund including, but not
         limited to, (i) the fees of the Independent Trustees of the Trust,
         (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 such Fund.  Subject to the conditions set forth in a
         private letter ruling that the Funds have


                                       -20-
    
<PAGE>   277
   





         received from the Internal Revenue Service relating to their
         multiple-class structure, class expenses properly allocable to any
         Class A or Class B shares will be borne exclusively by such    class
         of shares.

                As provided by the investment management contract, Quality Bond
         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:  

         Average Daily Net Assets of                            Fee
         Quality Bond Fund                                 (annual rate)
         -----------------                                 -------------
         Not exceeding $75 million.......................       0.6250%
         $75 million but not exceeding $150 million......       0.5625%
         $150 million and over...........................       0.5000%

                As provided by the investment management contract, the
         Portfolio pays the Adviser an investment management fee, which is
         accrued daily and paid monthly in arrears, equal on an annual basis to
         0.40% of the Portfolio's average daily net asset value.

                The Adviser may voluntarily and temporarily reduce its advisory
         fee or make other arrangements to limit a 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, such Fund's annual
         expenses fall below this limit.

                In the event normal operating expenses of a 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 Funds 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 a 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 initial term of each investment management contract expires
         on December 22, 1996 and each investment management contract will
         continue in effect from year to year thereafter if approved annually
         by a vote of a majority of the Independent Trustees of the Trust 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.  Each management
         contract may, on 60 days' written notice, be terminated at any time
         without the payment of any penalty to the applicable Fund by vote of a
         majority of the outstanding voting securities of such Fund, by the
         Trustees or by the Adviser.  Each management contract terminates
         automatically in the event of its assignment.  

                Securities held by the Funds may also be held by other funds or
         investment advisory clients for which the Adviser or its affiliates
         provide investment advice.  Because of different


                                       -21-
    
<PAGE>   278
   





         investment objectives or other factors, a particular security may be
         bought for one or more funds or clients when one or more are selling
         the same security.  If opportunities for purchase or sale of
         securities by the Adviser or for other funds or clients for which the
         Adviser renders investment advice arise for consideration at or
         about the same time, transactions in such securities will be made,
         insofar as feasible, for the respective funds or clients in a manner
         deemed equitable to all of them.  To the extent that transactions on
         behalf of more than one client of the Adviser or its 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 contracts, the Funds may use
         the name "John Hancock" or any name derived from or similar to it only
         for so long as the applicable investment management contract or any
         extension, renewal or amendment thereof remains in effect.  If a
         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 March 31, 1992, 1993 and 1994
         advisory fees payable by Quality Bond Fund to TFMC, the Fund's former
         investment adviser, amounted to $552,022, $660,259 and $668,868,
         respectively.

                For the period December 31, 1991 through March 31, 1992 and the
         fiscal years ended March 31, 1993 and 1994, advisory fees payable by
         the Portfolio to TFMC, the Portfolio's former investment adviser,
         amounted to $5,480, $123,662 and $184,072, respectively; however, a
         portion of such fees were not imposed pursuant to the voluntary fee
         and expense limitation arrangements then in effect (see "The
         Portfolio's and the Fund's Expenses" in the Adjustable Government Fund
         Prospectus).  

                Adjustable Government Fund has retained the services of John
         Hancock Advisers, Inc. ("John Hancock Advisers") as administrator, but
         has not retained its services as an investment adviser since
         Adjustable Government Fund seeks to achieve its investment objective
         by investing all of its assets in the Portfolio.  

                ADMINISTRATION AGREEMENT FOR ADJUSTABLE GOVERNMENT FUND. 
         Pursuant to an administration agreement, dated December 22, 1994, John
         Hancock Advisers provides Adjustable Government Fund with general
         office facilities and supervises the overall administration of the
         Fund including, among other responsibilities, the negotiation of
         contracts and fees with, and the monitoring of performance and
         billings of the independent contractors and agents of Adjustable
         Government Fund, the preparation and filing of all documents required
         for compliance by Adjustable Government Fund with applicable laws and
         regulations and arranging for the maintenance of books and records
         (other than accounting books and records) of Adjustable Government
         Fund.  John Hancock Advisers pays all compensation of the Trustees,
         officers and employees of Adjustable Government Fund who are
         affiliated persons of John Hancock Advisers.

                Under the administration agreement, John Hancock Advisers
         receives from Adjustable Government Fund, a fee at an annual rate of
         0.10% of the Fund's average daily net assets, subject to the expense
         limitation provisions described below.  For the period December 31,
         1991 through


                                       -22-
    
<PAGE>   279
   





         March 31, 1992, and for fiscal years ended March 31, 1993 and 1994,
         respectively, administration fees paid by Adjustable Government Fund
         to TFMC, the Fund's former administrator, amounted to $1,371,
         $30,977 and $46,091, respectively; however, all such fees were not
         imposed pursuant to the voluntary fee and expense limitation
         arrangements then in effect (see "The Portfolio's and the Fund's
         Expenses" in the Adjustable Government Fund Prospectus).  

                Under the administration agreement, neither John Hancock
         Advisers nor its personnel is liable for any error of judgment or
         mistake of law or for any act or omission in the administration of
         Adjustable Government Fund except for willful misfeasance, bad faith
         or gross negligence in the performance of its duties or from reckless
         disregard of its obligations and duties under the administration
         agreement.

                ADMINISTRATIVE SERVICES AGREEMENT.  Each of Quality Bond Fund,
         Adjustable Government Fund and the Portfolio 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 Quality Bond Fund, Adjustable Government Fund or the
         Portfolio, as the case may be.  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 the required administrative services.  The
         Services Agreement was amended in connection with the appointment of
         the Adviser as adviser to each Fund and the administrator to
         Adjustable Government Fund to permit services under the Agreement to
         be provided by the Adviser and its affiliates.  The Services Agreement
         was terminated during the current fiscal year.  

                For the fiscal years ended March 31, 1992, 1993 and 1994,
         Quality Bond Fund paid to TFMC (pursuant to the Services Agreement)
         $81,796, $83,509 and $82,370, respectively, of which $65,298, $66,409
         and $67,013, respectively, was paid to TFMC and $16,498, $17,100 and
         $15,357, respectively, were paid for certain data processing and
         pricing information services.

                For the period December 31, 1991 through March 31, 1992, and
         for the fiscal years ended March 31, 1993 and 1994, Adjustable
         Government Fund paid to TFMC (pursuant to the Services Agreement)
         $4,520, $42,650 and $18,021, respectively, of which $4,520, $40,524
         and $14,730, respectively, was paid to TFMC and $0, $2,126 and $3,291,
         respectively, were paid for certain data processing and pricing
         information services.

                For the period December 31, 1991 through March 31, 1992, and
         for the fiscal years ended March 31, 1993 and 1994, the Portfolio paid
         TFMC (pursuant to the Services Agreement) $3,099, $37,033 and $38,012,
         respectively, of which $3,099, $26,189 and $26,722, respectively, was
         paid to TFMC and $0, $10,844 and $11,290, respectively, were paid for
         certain data processing and pricing information services.

         DISTRIBUTION CONTRACTS

                DISTRIBUTION CONTRACTS.   Each 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 Distribution Contracts dated December 22, 1994 (the
         "Distribution Contracts"), to purchase shares from the Funds 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


                                       -23-
    
<PAGE>   280
   





         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.

         Each Distribution Contract was initially adopted on behalf of the
         applicable Fund by the affirmative vote of the Trust's Trustees
         including the vote of a majority of Independent Trustees cast in
         person at a meeting called for such purpose.  Each Distribution
         Contract shall continue in effect until December 22, 1994 and from
         year to year thereafter if approved by either the vote of the
         respective Fund's shareholders or the Trustees, including the vote of
         a majority of Independent Trustees of any such party, cast in person
         at a meeting called for.  Each 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 applicable Fund and terminates automatically in the
         case of an assignment by John Hancock Funds.  

                Total underwriting commissions for sales of Quality Bond Fund's
         Class A shares for the fiscal years ended March 31, 1992, 1993 and
         1994 were $673,226, $925,685 and $355,258, respectively.  Of such
         amounts $82,756, $97,163 and $37,666, respectively, were retained by
         Quality Bond Fund's former distributor, Transamerica Fund
         Distributors, Inc. and the remainder was reallowed to dealers.  

                Total underwriting commissions for sales of Adjustable
         Government Fund's Class A shares for the period December 31, 1991
         through March 31, 1992 and the fiscal years ended March 31, 1993 and
         1994 were $44,521, $303,663 and $59,793, respectively.  Of such
         amounts $0, $37,148 and $7,455, respectively, were retained by
         Adjustable Government Fund's former distributor, Transamerica Fund
         Distributors, Inc. and the remainder was reallowed to dealers.  

                DISTRIBUTION PLAN.  The Board of Trustees, including the
         Independent Trustees of each Fund, approved new distribution plans
         pursuant to Rule 12b-1 under the 1940 Act for Class A shares ("Class A
         Plan") and Class B shares ("Class B Plan").  Such Plans were approved
         by a majority of the outstanding shares of each respective class on
         December 16, 1994 and became effective on December 22, 1994.  

                Under the Class A Plans, the distribution or service fee will
         not exceed an annual rate of 0.25% of the average daily net asset
         value of the Class A shares of the Funds (determined in accordance
         with each Fund's Prospectus as from time to time in effect).  Any
         expenses under a Fund's Class A Plan not reimbursed within 12 months
         of being presented to the Fund for repayment are forfeited and not
         carried over to future years.  Under a Fund's Class B Plan, the
         distribution or service fee to be paid by the Fund will not exceed an
         annual rate of 1.00% of the average daily net assets of the Class B
         shares of the Fund (determined in accordance with such Fund's
         prospectus as from time to time in effect); provided that the portion
         of such fee used to cover Service Expenses (described below) shall not
         exceed an annual rate of 0.25% of the average daily net asset value of
         the Class B shares of the Fund.  John Hancock Funds has agreed to
         limit the payment of expenses pursuant to Adjustable Government Fund's
         Class B Plan to 0.90% of the average daily net assets of the Class B
         shares of such Fund.  Under a Fund's Class B Plan, the fee covers the
         Distribution and Service Expenses (described below) and interest
         expenses on unreimbursed distribution expenses.  In accordance with
         generally accepted accounting principles, neither Fund treats
         unreimbursed distribution expenses attributable to Class B shares as a
         liability of the Fund and does not reduce the current net assets of
         Class B by such amount although the amount may be payable in the
         future.



                                       -24-
    
<PAGE>   281
   



                Under the Plans, 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 relevant class of a 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 a Fund's former
         distributor and not recovered through payments under the Class A or
         Class B former plans or through receipt of contingent deferred sales
         charges; 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 a Fund,
         distribution expenses originally incurred in connection with the
         distribution of the Acquired Fund's shares.  Service Expenses under
         the Plans 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 relevant class of the
         Fund.

                During the fiscal year ended March 31, 1994, total payments
         made by Quality Bond Fund under the former Class A Rule 12b-1 plan to
         the former distributor amounted to $264,754, and of such amount
         $11,739, $38,795, $18,735, $169,047 and $26,438 represented payments
         for (1) the cost of printing and distribution prospectuses and
         financial reports to investors, (2) various sales literature, (3)
         advertising expenses, (4) distribution and/or administrative services
         and (5) service fees, respectively.  For the fiscal year ended March
         31, 1994, no payments were made by Adjustable Government Fund under
         the Class A Plan.  

                During the fiscal year ended March 31, 1994, total payments
         made by Adjustable Government Fund under the former Class B Rule 12b-1
         plan to the former distributor amounted to $93,843 all of which
         represented distribution fees of which $55,671, $11,134 and $27,038
         represented payments for dealer commissions, underwriting fees and
         carrying charges, respectively.

                During the fiscal year ended March 31, 1994, total payments
         made by Quality Bond Fund under the former Class B Rule 12b-1 plan to
         the former distributor amounted to $32,558 of which $8,161 represented
         service fees and $24,397 represented distribution fees of which
         $14,455, $3,614 and $6,328 represented payments for dealer
         commissions, underwriting fees and carrying charges, respectively.

                For the fiscal year ended March 31, 1994, the former
         distributor received $53,744 in contingent deferred sales charges from
         redemption of Adjustable Government Fund's Class B shares.  For the
         fiscal year ended March 31, 1994, the former distributor received
         $6,525 in contingent deferred sales charges from redemption of Quality
         Bond Fund's Class B shares.  

                Each Plan provides that it will continue in effect only so long
         as its continuance is approved at least annually by a majority of both
         the Trustees and the Independent Trustees.  Each 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
         respective Class' outstanding voting securities or (b) by John Hancock
         Funds on 60 days' notice in writing to a Fund.   Each 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 class


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         of a Fund which has voting rights with respect to the Plan.  Each 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 Trust.  The holders of Class A shares
         and Class B    shares have exclusive voting rights with respect to the
         Plan applicable to their respective class of shares.  By adopting the
         Plans, the Board of Trustees has determined that, in its judgment,
         there is a reasonable likelihood that each Plan will benefit the
         holders of the applicable class of shares of the applicable Fund.

                Information regarding the services rendered under the Plans and
         the Distribution Contracts and the amounts paid therefore by the
         respective Class of each Fund are 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 Plans
         and the Distribution Contracts and the level of compensation provided
         therein.

                When the Trust 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."

         NET ASSET VALUE

                For purposes of calculating the net asset value ("NAV") of a
         Fund's shares, the following procedures are utilized wherever
         applicable.  The NAV of Adjustable Government Fund will reflect the
         value of the Portfolio's portfolio securities.

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

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

                In the case of Quality Bond Fund, any assets or liabilities
         expressed in terms of foreign currencies are translated into U.S.
         dollars by the custodian bank based on London currency exchange
         quotations as of 5:00 p.m., London time (12:00 noon, New York time) on
         the date of any determination of Quality Bond Fund's NAV.

                The Funds will not price their securities on the following
         national holidays:  New Year's Day; Presidents' Day; Good Friday;
         Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and
         Christmas Day.  On any day an international market is closed and the
         New York Stock Exchange is open, any foreign securities will be valued
         at the prior day's close with the current day's exchange rate.  Trading
         of foreign securities may take place on Saturdays and U.S. business
         holidays on which a Fund's NAV is not calculated.  Consequently,
         Quality Bond Fund's portfolio



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         securities may trade and the NAV of such Fund's redeemable securities
         may be significantly   affected on days when a shareholder has no
         access to the Fund.

         INITIAL SALES CHARGE ON CLASS A SHARES

                INITIAL SALES CHARGE ON CLASS A SHARES.  The sales charges
         applicable to purchases of Class A shares of a Fund are described in
         each Fund's Class A and Class B Prospectus.  Methods of obtaining
         reduced sales charges referred to generally in the Prospectus are
         described in detail below.  In calculating the sales charge applicable
         to current purchases of Class A shares, the investor is entitled to
         cumulate current purchases with the greater of the current value (at
         offering price) of the Class A shares of a Fund, or if Investor
         Services is notified by the investor's dealer or the investor at the
         time of the purchase, the cost of the Class A shares owned.

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

                WITHOUT SALES CHARGE.  As described in each Fund's Prospectus,
         Class A shares of a Fund may be sold without a sales charge to certain
         persons described in the Prospectus. 

                ACCUMULATION PRIVILEGE.  Investors (including investors
         combining purchases) who are already Class A shareholders may also
         obtain the benefit of the reduced sales charge by taking into account
         not only the amount then being invested but also the purchase price or
         value of the Class A shares already held by such person.

                COMBINATION PRIVILEGE.  Reduced sales charges (according to the
         schedule set forth in each Class A and Class B Prospectus) also are
         available to an investor based on the aggregate amount of his
         concurrent and prior investments in Class A shares of a Fund and shares
         of all other John Hancock funds which carry a sales charge.

                LETTER OF INTENTION.  The reduced sales loads are also
         applicable to investments made over a specified period pursuant to a
         Letter of Intention (LOI), which should be read carefully prior to its
         execution by an investor.  Each Fund offers two options regarding the
         specified period for making investments under the LOI.  All investors
         have the option of making their investments over a period of thirteen
         (13) months.  Investors who are using the Funds as funding mediums for
         a qualified retirement plan, however, may opt to make the necessary
         investments called for by the LOI over a forty-eight (48) month period.
         These qualified retirement plans include IRA's, SEP, SARSEP, TSA,
         401(k) plans, TSA plans and 457 plans.  Such an investment (including
         accumulations and combinations) must aggregate $50,000 or more invested
         during the specified period from the date of the LOI or from a date
         within ninety (90) days prior thereto, upon written request to Investor
         Services.  The sales charge applicable to all amounts invested under
         the LOI is computed as if the aggregate amount intended to be invested
         had been invested immediately.  If such aggregate amount is not
         actually invested, the difference in the sales charge actually paid and
         the sales charge payable had the LOI not been in effect is due from the
         investor.  However, for the purchases actually made within the
         specified period (either 13 or 48 months), the sales charge


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         applicable will not be higher than that which would have been applied
         (including accumulations and combinations) had the LOI been for
         the amount actually invested.

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

         DEFERRED SALES CHARGE ON CLASS A SHARES

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

                CONTINGENT DEFERRED SALES CHARGE.  Class B shares which are
         redeemed within six years for Investment Quality Bond Fund and within
         four years for Adjustable Government Fund of date of purchase will be
         subject to a contingent deferred sales charge ("CDSC") at the rates set
         forth in the relevant Class A and Class B Prospectus as a percentage of
         the dollar amount subject to the CDSC.  The charge will be assessed on
         an amount equal to the lesser of the current market value or the
         original purchase cost of the Class B shares being redeemed. 
         Accordingly, no CDSC will be imposed on increases in account value
         above the initial purchase prices, including Class B shares derived
         from reinvestment of dividends or capital gains distributions.

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

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

         SPECIAL REDEMPTIONS

         Although it would not normally do so, each 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.  Each Fund has elected to be governed by Rule 18f-1 under
         the 1940 Act, pursuant to which each Fund is obligated to redeem shares
         solely in


                                       -28-
    
<PAGE>   285
   





         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 each Prospectus,
         each Fund permits exchanges of shares of any class of the Fund for
         shares of the same class in any other John Hancock fund offering that
         class.

                SYSTEMATIC WITHDRAWAL PLAN.  As described briefly in each Class
         A and Class B Prospectus, each Fund permits the establishment of a
         Systematic Withdrawal Plan.  Payments under this plan represent
         proceeds arising from the redemption of Fund shares.  Since the
         redemption price of Fund shares may be more or less than the
         shareholder's cost, depending upon the market value of the securities
         owned by a Fund at the time of redemption, the distribution of cash
         pursuant to this plan may result in realization of gain or loss for
         purposes of Federal, state and local income taxes.  The maintenance of
         a Systematic Withdrawal Plan concurrently with purchases of additional
         Class A or Class B shares of a Fund could be disadvantageous to a
         shareholder because of the initial sales charge payable on such
         purchases of Class A shares and the CDSC imposed on redemptions of
         Class B shares and because redemptions are taxable events. Therefore, a
         shareholder should not purchase Fund shares at the same time as a
         Systematic Withdrawal Plan is in effect.  Each 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 Investor Services.

                MONTHLY AUTOMATIC ACCUMULATION PROGRAM ("MAAP").  This program
         is explained fully in each Fund's Class A and Class B 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.

                REINVESTMENT PRIVILEGE.  A shareholder who has redeemed Fund
         shares may, within 120 days after the date of redemption, reinvest
         without payment of a sales charge any part of the redemption proceeds
         in shares of the same class of a Fund or another John Hancock mutual
         fund, subject to the minimum investment limit in that fund.  The
         proceeds from the redemption of Class A shares may be reinvested at net
         asset value without paying a sales charge in Class A shares of a Fund
         or in Class A shares of another John Hancock mutual fund.  If a CDSC
         was paid upon a redemption, a shareholder may reinvest the proceeds
         from that redemption at net asset value in additional shares of the
         class from which the redemption was made.  The shareholder's account
         will be credited with the amount of any CDSC charged upon the prior
         redemption and the new shares will continue to be subject to the CDSC. 
         The holding period of the shares acquired


                                       -29-
    
<PAGE>   286
   





         through reinvestment will, for purposes of computing the CDSC payable
         upon a subsequent redemption, include the holding period of the
         redeemed shares.  A Fund may modify or terminate the reinvestment
         privilege at any time.

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

         DESCRIPTION OF THE FUNDS' SHARES

                Ownership in the Funds 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 Trust
         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 series.

                Each share of each series or class of the Trust represents an
         equal proportionate interest with each other in that series or class,
         none having priority or preference over other shares of the same series
         or class.  The interest of investors in the various series or classes
         of the Trust is separate and distinct.  All consideration received for
         the sales of shares of a particular series or class of the Trust, all
         assets in which such consideration is invested and all income, earnings
         and profits derived from such investments will be allocated to and
         belong to that series or class.  As such, each such share is entitled
         to dividends and distributions out of the net income belonging to that
         series or class as declared by the Board of Trustees.  Shares of the
         Trust have a par value of $0.01 per share.  The assets of each series
         are segregated on the Trust's books and are charged with the
         liabilities of that series and with a share of the Trust's general
         liabilities.  The Board of Trustees determines those assets and
         liabilities deemed to be general assets or liabilities of the Trust,
         and these items are allocated among each series in proportion to the
         relative total net assets of each series.  In the unlikely event that
         the liabilities allocable to a series exceed the assets of that series,
         all or a portion of such liabilities may have to be borne by the other
         series.

                Pursuant to the Declaration of Trust, the Trustees have
         established six series of shares, including the Funds, and 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 (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).  The four other series of Trust are John Hancock
         Adjustable U.S. Government Trust, John Hancock Investment Quality Bond
         Fund, John Hancock Government Securities Trust and John Hancock
         Adjustable U.S. Government Fund.  As of the date of this Statement of
         Additional Information, the Trustees have authorized the issuance of
         two classes of shares of the Funds, designated as Class A and Class B. 
         Class A and Class B shares of each Fund represent an equal
         proportionate interest in the aggregate net asset values attributable
         to that class of such Fund.  Holders of Class A shares and Class B
         shares each have certain exclusive voting rights on matters relating to
         the Class A Plan and the Class B Plan, respectively, of the applicable
         Fund.  The different classes of the Funds may bear different expenses
         relating to the cost of holding shareholder meetings necessitated by
         the exclusive voting rights of any class of shares.  

                Dividends paid by the Funds, if any, with respect to each class
         of shares will be calculated in the same manner, at the same time and
         on the same day and will be in the same amount, except


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<PAGE>   287
   





         that (i) the distribution and service fees relating to Class A and
         Class B shares will be borne exclusively by that Class, (ii) Class B
         shares will pay higher distribution and service fees than Class A
         shares and (iii) each of Class A shares and Class B shares will bear
         any class expenses     properly allocable to such class of shares,
         subject to the conditions set forth in a private letter ruling that the
         Funds have received from the Internal Revenue Service relating to their
         multiple- class structure.  Accordingly, the net asset value per share
         may vary depending whether Class A shares or Class B shares are
         purchased.

                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% of
         the shares voting can, if they choose, elect all Trustees being voted
         upon, while the holders of the remaining shares would be unable to
         elect any Trustees.  Although the Trust 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 shareholder's meeting must be called
         if so requested in writing by the holders of record of 10% or more of
         the outstanding shares of the Trust.  In addition, the Trustees may be
         removed by the action of the holders of record of two-thirds or more of
         the outstanding shares.

                ADJUSTABLE GOVERNMENT FUND AND THE PORTFOLIO.  While
         shareholders of the Fund do not have direct voting rights on matters
         relating to the Portfolio, shareholders of the Fund do have indirect
         voting rights in respect of changes in the fundamental objective and
         restrictions of the Portfolio the effect of which "passes through" to
         the Portfolio.  However, investors in other mutual funds which may in
         the future invest in the Portfolio (note:  information about such a
         fund being a Portfolio shareholder is not required to be disclosed in
         the Fund's prospectus) may also have similar voting rights which, when
         exercised and representing sufficiently large holdings, may give such
         investors "indirect" voting control regarding the operations of the
         portfolio.  (The Fund is presently the only mutual fund investing in
         the portfolio.)  Furthermore, changes in the fundamental objectives,
         policies or restrictions of the Portfolio effected despite a prior
         disapproval by Shareholders of the Fund, will cause the Fund to
         withdraw its investment from the Portfolio which can result in
         increased costs and expenses.

                SHAREHOLDER LIABILITY.  The Declaration of Trust provides that
         no Trustee, officer, employee or agent of the Trust is liable to the
         Trust or any series or to a shareholder, nor is any Trustee, officer,
         employee or agent liable to any third persons in connection with the
         affairs of the Trust, 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 particular series' property for satisfaction of
         claims arising in connection with the affairs of that series.  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 Trust.

                As a Massachusetts business trust, the Trust is not required to
         issue share certificates.  The Trust shall continue without limitation
         of time subject to the provisions in the Declaration of Trust
         concerning termination by action of the shareholders.




                                       -31-
    
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                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 Trust's
         Declaration of Trust contains an express disclaimer of shareholder
         liability for acts, obligations and affairs of the Trust.  The
         Declaration of Trust also provides for indemnification out of the
         Trust'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 circumstances in which the Trust
         itself would be unable to meet its obligations, and the possibility of
         this occurrence is remote.

         TAX STATUS

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

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

                Distributions from a Fund's current or accumulated earnings and
         profits ("E&P"), as computed for Federal income tax purposes, will be
         taxable as described in the Funds' Prospectuses whether taken in shares
         or in cash.  Distributions, if any, in excess of E&P will constitute a
         return of capital, which will first reduce an investor's tax basis in
         Fund shares and thereafter (after such basis is reduced to zero) will
         generally give rise to 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 elected to receive the
         distributions in cash, divided by the number of shares received.

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


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         capital loss) the resulting overall ordinary loss for such year would
         not be deductible by Quality Bond Fund or its shareholders in future
         years.

                Quality Bond Fund may be subject to withholding and other taxes
         imposed by foreign countries with respect to its investments in foreign
         securities.  Tax conventions between certain countries and the U.S. may
         reduce or eliminate such taxes.  Investors may be entitled to claim
         U.S. foreign tax credits or deductions with respect to such taxes,
         subject to certain provisions and limitations contained in the Code. 
         Specifically, if more than 50% of the value of Quality Bond Fund's
         total assets at the close of any taxable year consists of stock or
         securities of foreign corporations, Quality Bond Fund may file an
         election with the Internal Revenue Service pursuant to which
         shareholders of Quality Bond Fund will be required to (i) include in
         ordinary gross income (in addition to taxable dividends actually
         received) their pro rata shares of foreign income taxes paid by Quality
         Bond Fund even though not actually received by them, and (ii) treat
         such respective pro rata portions as foreign income taxes paid by them.

                If Quality Bond Fund makes this election, shareholders may then
         deduct such pro rata portions of foreign income taxes in computing
         their taxable incomes, or, alternatively, use them as foreign tax
         credits, subject to applicable limitations, against their U.S. Federal
         income taxes. Shareholders who do not itemize deductions for Federal
         income tax purposes will not, however, be able to deduct their pro rata
         portion of foreign income taxes paid by Quality Bond Fund, although
         such shareholders will be required to include their share of such taxes
         in gross income. Shareholders who claim a foreign tax credit for such
         foreign taxes may be required to treat a portion of dividends received
         from Quality Bond Fund as a separate category of income for purposes of
         computing the limitations on the foreign tax credit.  Tax-exempt
         shareholders will ordinarily not benefit from this election.  Each year
         that Quality Bond Fund files the election described above, its
         shareholders will be notified of the amount of (i) each shareholder's
         pro rata share of foreign income taxes paid by Quality Bond Fund and
         (ii) the portion of Quality Bond Fund dividends which represents income
         from each foreign country.  If Quality Bond Fund cannot or does not
         make this election, it may deduct such taxes in computing its taxable
         income.

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

                Upon a redemption of shares of a Fund (including by exercise of
         the exchange privilege) a shareholder may realize a taxable gain or
         loss depending upon his basis in his shares.  Such gain or loss will be
         treated as capital gain or loss if the shares are capital assets in the
         shareholder's hands and will be long-term or short-term, depending upon
         the shareholder's tax holding period for the shares.  A sales charge
         paid in purchasing Class A shares of a Fund cannot be taken into
         account for purposes of determining gain or loss on the redemption or
         exchange of such shares within 90 days after their purchase to the
         extent shares of the Fund or another John Hancock Fund are subsequently
         acquired without payment of a sales charge pursuant to the reinvestment
         or exchange privilege.  Such disregarded load will result in an
         increase in the shareholder's tax basis


                                       -33-
    
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         in the shares subsequently acquired.  Also, any loss realized on a
         redemption or exchange may be disallowed to the extent the shares
         disposed of are replaced with other shares of the same Fund within a
         period of 61 days beginning 30 days before and ending 30 days after the
         shares are disposed of, such as pursuant to the Dividend
         Reinvestment Plan.  In such a case, the basis of the shares acquired
         will be adjusted to reflect the disallowed loss.  Any loss realized
         upon the redemption of shares with a tax holding period of six months
         or less will be treated as a long-term capital loss to the extent of
         any amounts treated as distributions of long-term capital gain with
         respect to such shares.

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

                For Federal income tax purposes, each Fund is permitted to
         carryforward a net capital loss in any year to offset its own 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
         applicable Fund and, as noted above, would not be distributed as such
         to shareholders.  Adjustable Government Fund has $561,927 of capital
         loss carryforwards as of the tax year ended December 31, 1994, of which
         $106,891 expires in 2001 and $455,036 in 2002, available to offset
         future net capital gains.  Quality Bond Fund has $17,734,441, of
         capital loss carryforwards as of the tax year ended December 31, 1994,
         of which $3,512,860 expires in 1996, $1,409,609 in 1997, $1,909,995 in
         1998, $755,945 in 2000 and $10,146,032 in 2002, available to offset
         future net capital gains.

                The Fund's dividends and capital gain distributions will
         generally not qualify for the corporate dividends received deduction.

                Each Fund that invests in certain PIKs, zero coupon securities
         or certain increasing rate securities (and, in general, any other
         securities with original issue discount or with market discount if the
         Fund elects to include market discount in income currently) must accrue
         income on such investments prior to the receipt of the corresponding
         cash payments.  However, each Fund must distribute, at least annually,
         all or substantially all of its net income, including such accrued
         income, to shareholders to qualify as a regulated investment company
         under the Code and avoid Federal income and excise taxes.  Therefore, a
         Fund may have to dispose of its portfolio securities under
         disadvantageous circumstances to generate cash, or may have to leverage
         itself by borrowing the cash, to satisfy distribution requirements.



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                Investment in debt obligations that are at risk of or in default
         may present special tax issues for Quality Bond Fund if it holds any
         such obligations.  Tax rules are not entirely clear about issues such
         as when the Fund may cease to accrue interest, original issue discount,
         or market discount, when and to what extent deductions may be taken for
         bad debts or worthless securities, how payments received on obligations
         in default should be allocated between principal and income, and
         whether exchanges of debt obligations in a workout context are 
         taxable.  These and other issues will be addressed by Quality Bond 
         Fund if it holds any such obligations in order to reduce the risk of 
         distributing insufficient income to preserve its status as a regulated
         investment company and seek to avoid becoming subject to Federal 
         income or excise tax.

                The Funds may be required to account for their transactions in
         forward rolls in a manner that, under certain circumstances, may limit
         the extent of their participation in such transactions.

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

                Limitations imposed by the Code on regulated investment
         companies like the Funds may restrict Quality Bond Fund's ability to
         enter into futures, options, and currency forward transactions.  

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

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

                Non-U.S. investors not engaged in a U.S. trade or business with
         which their investment in a Fund is effectively connected will be
         subject to U.S. Federal income tax treatment that is different from
         that described above.  These investors may be subject to nonresident
         alien withholding tax at the rate of 30% (or a lower rate under an
         applicable tax treaty) on amounts


                                       -35-
    
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         treated as ordinary dividends from a Fund and, unless an effective IRS
         Form W-8 or authorized substitute is on file, to 31% backup withholding
         on certain other payments from the Fund.  Non- U.S. investors should
         consult their tax advisers regarding such treatment and the application
         of foreign taxes to an investment in any Fund.

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

         CALCULATION OF PERFORMANCE

                For the 30-day period ended September 30, 1994, the annualized
         yields of Quality Bond Fund for Class A and Class B shares were 6.17%
         and 5.70%, and the yield for Adjustable Government Fund's Class A
         shares and Class B shares were 4.82% and 4.33%, respectively.  At
         September 30, 1994, average annual returns for  Quality Bond Fund's
         Class A shares was 9.07% for the 10 year period beginning September 30,
         1984, 6.42% for the five year period beginning September 30, 1989, and
         (10.25)% for the one year period beginning September 30, 1993.  For
         Quality Bond Fund's Class B shares, the average annual return was
         (6.31)% since inception and (11.40)% for the one year period ended
         September 30, 1994.  Average annual return for Adjustable Government
         Fund's Class A and Class B shares for the period from December 31, 1991
         (inception of the Fund) through September 30, 1994 was 2.70% and 2.66%,
         respectively. For the one year period ended September 30, 1994 annual
         returns were (2.65%) and (2.82)%, respectively, for Class A and Class B
         shares of Adjustable Government Fund.  

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

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

         Where:

              a =  dividends and interest earned during the period.

              b =  net expenses accrued during the period.

              c =  the average daily number of fund shares outstanding during 
                   the period that would be entitled to receive dividends.
        
              d =  the maximum offering price per share on the last day of the 
                   period (NAV where applicable).

                Each Fund's total return is computed by finding the average
         annual compounded rate of return over the 1-year, 5-year, and 10-year
         periods that would equate the initial amount invested to the ending
         redeemable value according to the following formula:






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                                    P(1+T)n  = ERV

         Where:

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

              T =  average annual total return

              n =  number of years

              ERV= ending redeemable value of a hypothetical $1,000 investment 
                   made at designated periods or fraction thereof.

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

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

                From time to time, in reports and promotional literature, a
         Fund's yield and total return will be compared to indices of mutual
         funds and bank deposit vehicles such as Lipper Analytical Services,
         Inc.'s "Lipper -- Fixed Income Fund Performance Analysis," a monthly
         publication which tracks net assets, total return, and yield on
         approximately 1,700 fixed income mutual funds in the United States. 
         Ibbotson and Associates, CDA Weisenberger and F.C. Towers are also used
         for comparison purposes, as well a the Russell and Wilshire Indices.  

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

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


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                ADDITIONAL PERFORMANCE INFORMATION.  A Fund may use comparative
         performance information from certain industry research materials and/or
         published in various periodicals.  The characteristics of the
         investments in such comparisons may be different from those investments
         of a Fund's portfolio.  In addition, the formula used to calculate the
         performance statistics of such investments may not be identical to the
         formula used by a Fund to calculate its performance figures.  From time
         to time, advertisements or information for a Fund may include a
         discussion of certain attributes or benefits to be derived by an
         investment in a Fund.  Such advertisements or information may include
         symbols, headlines or other material which highlight or summarize the
         information discussed in more detail in the communication.
    

                The following publications, indexes, averages and investments
         which may be used in advertisements or information concerning a Fund
         for dissemination to investors or shareholders, include, but are not
         limited, to:

              a)   Lipper - Mutual Fund Performance Analysis, Lipper - Fixed
              Income Analysis, and Lipper Mutual Fund indices - measure total
              return and average current yield for the mutual fund industry. 
              Ranks individual mutual fund performance over specified time
              periods assuming reinvestment of all distributions, exclusive of
              any applicable sales charges.

              b)   CDA Mutual Fund Report, published by CDA Investment
              Technologies, Inc. - analyzes price, current yield, risk,
              total return, and average rate of return (average annual
              compounded growth rate) over specified time periods for the mutual
              fund industry.

              c)   Mutual Fund Source Book and other similar rating publications
              by Morningstar, Inc. - independent performance monitor of equity
              and fixed income mutual funds.  Morningstar ratings (ranging
              from one star for lowest and five stars for highest) are based on
              analysis of a fund's ratio, i.e., price yield, risk (volatility)
              and total return, including all loads and fees, compared with
              similar funds for three-, five- and ten-year periods.

              d)   Financial publications:  BARRONS, BUSINESS WEEK, PERSONAL
              FINANCE, FINANCIAL WORLD, FORBES, FORTUNE, "The Wall Street
              Journal", "New York Times", WEISENBERGER  INVESTMENT COMPANIES
              SERVICE, INSTITUTIONAL INVESTOR, and MONEY - rate fund performance
              over specified time periods and provide other relative performance
              or industry information.

              e)   Consumer Price Index (or Cost of Living Index), published by
              the U. S. Bureau of Labor Statistics - a statistical measure
              of change, over time, in the price of goods and services in
              major expenditure groups.

              f)   Stocks, Bonds, Bills, and Inflation, published by Ibbotson
              Associates - historical measure of yield, price, and total
              return for common and small company stock, long-term government
              bonds, Treasure bills, and inflation.

              g)   Savings and Loan Historical Interest Rates - as published in
              the U. S. Savings & Loan League Fact Book.

              h)   Salomon Brothers Broad Bond Index or its component indices -
              The Broad Index measures yield, price and total return for
              Treasury, Agency, Corporate, and Mortgage bonds.



                                       -38-
<PAGE>   295





              i)   Salomon Brothers Composite High Yield Index or its component
              indices - The High Yield Index measures yield, price and total
              return for Long-Term High-Yield Index, Intermediate-Term
              High-Yield index and Long-Term Utility High-Yield Index.

              j)   Shearson Lehman Brothers Aggregate Bond index or its
              component indices (including Municipal Bond Index) - The Aggregate
              Bond Index measures yield, price and total return for Treasury,
              Agency, Corporate, Mortgage, and Yankee bonds.

              k)   Standard & Poor's Bond Indices - measure yield and price of
              Corporate, Municipal, and government bonds.

              l)   Other taxable investments, including certificates of deposit
              (CDs), money market deposit accounts (MMDAs), checking
              accounts, savings accounts, money market mutual funds, and
              repurchase agreements.

              m)   Historical data supplied by the research departments of
              Shearson Lehman Hutton,   First Boston Corporation, Morgan
              Stanley, Salomon Brothers, Merrill Lynch, and Donaldson Lufkin and
              Jenrette.

              n)   Donoghue's Money Fund Report  - industry averages for 7-day
              annualized and    compounded yields of taxable, tax-free and
              government money funds.

              o)   The Value Line Mutual Fund Survey, published by Value Line,
              assigns rankings of 1 (best) to 5 (worst) in terms of risk
              adjusted performance covering more than 2,000 equity and fixed
              income mutual funds.

                From time to time, in reports and promotional literature, a
         Fund's performance will be compared to other mutual funds and
         investment vehicles such as F.C. Towers.

                In addition, advertisements and sales materials may from time to
         time, contain hypothetical performance examples for purposes of
         illustrating reinvestment (or "compounding") of dividends at fixed
         rates of return or tax advantages to be derived from deferring payment
         of federal (and state) income taxes (at maximum rates) as compared to
         taxable investments assuming fixed rates of return.  Illustrations may
         also include (1) hypothetical investments in various retirement plans,
         such as IRAs, made by investors of various ages or (2) comparisons to
         retirement plans funded by annuity or bank products.

                In assessing such comparisons, an investor should consider the
         following factors:

              a)   It is generally either not possible or not practicable to
              invest in an average or index of certain investments.

              b)   Certificates of deposit issued by banks and other depository
              institutions represent an alternative income producing product. 
              Certificates of deposit may offer fixed or variable interest rates
              and principal is guaranteed and may be insured.  Withdrawal of    
              deposits prior to maturity will normally be subject to a penalty. 
              Rates offered by banks and other depository institutions are
              subject to change at any time specified by the issuing
              institution.




                                       -39-
<PAGE>   296





              c)   United States Treasury Bills, Notes or Bonds represent
              alternative income producing products.  Treasury obligations are
              issued in selected denominations.  Rates of Treasury obligations
              are fixed at the time of issuance and payment of principal and
              interest  is backed by the full faith and credit of the United
              States Government.  The market value of such instruments will
              generally fluctuate inversely with interest rates prior to
              maturity and will equal par value at maturity.

                Each Fund may from time to time advertise its comparative
         performance as measured or refer to results published by various
         periodicals including, but not limited to, Lipper Analytical Services,
         Inc. BARRON'S, "THE WALL STREET JOURNAL", "NEW York Times",
         WEISENBERGER INVESTMENT COMPANIES SERVICE, DONOGHUE'S MONEY FUND
         REPORT, STANGER'S INVESTMENT ADVISOR, FINANCIAL PLANNING, MONEY,
         FORTUNE, PERSONAL FINANCE, MUNI WEEK, INSTITUTIONAL INVESTOR, BUSINESS
         WEEK, FINANCIAL WORLD and FORBES.  In addition, the Fund may from time
         to time advertise its performance relative to certain indexes and
         benchmark investments, including: (a) the Shearson Lehman Municipal
         Bond Index, (b) Bond Buyer 25 Review Bond Index, (c) the Consumer Price
         Index, and (d) taxable investments such as certificates of deposit,
         money market deposit accounts, checking accounts, savings accounts,
         money market mutual funds.

                The composition of the investments in such indexes and the
         characteristics of such benchmark investments are not identical to, and
         in some cases are very different from, those of a Fund's portfolio. 
         These indexes and averages are generally unmanaged and the items
         included in the calculations of such indexes and averages may not be
         identical to the formulas used by a Fund to calculate its performance
         figures.
   
         BROKERAGE ALLOCATION

                Decisions concerning the purchase and sale of portfolio
         securities for Quality Bond Fund and the Portfolio (referred to
         collectively under this caption as the "Funds") 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 Funds.  Orders
         for purchases and sales of securities are placed in a manner which, in
         the opinion of the Adviser will offer the best price and market for the
         execution of each 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 Funds' primary policy is to execute all purchases and sales
         of portfolio instruments at the most favorable prices consistent with
         best execution, considering all of the costs of the transaction
         including brokerage commissions.  This policy governs the selection of
         brokers and dealers and the market in which a transaction is executed. 
         Consistent with the foregoing primary policy, the Rules of Fair
         Practice of the NASD and other policies that the Trustees may
         determine, the Adviser may consider sales of shares of the Funds as a
         factor in the selection of broker-dealers to execute portfolio
         transactions.

                To the extent consistent with the foregoing, the Funds 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, and their value


                                       -40-
    
<PAGE>   297
   





         and expected contribution to the performance of the Funds.  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
         Funds.  The Funds will not make any commitments to allocate portfolio
         transactions upon any prescribed basis.  While the Funds' officers will
         be primarily responsible for the allocation of the Funds' 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 March 31, 1994,
         1993 and 1992, brokerage commissions were $272,417, $83,165 and
         $70,055, respectively, for Quality Bond Fund.

                As permitted by Section 28(e) of the Securities Exchange Act of
         1934, the Funds may pay to a broker which provides brokerage and
         research services to the Funds 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 March 31, 1994, the Funds
         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"), are broker-dealers ("Affiliated
         Brokers").  Pursuant to procedures determined by the Trustees and
         consistent with the above policy of obtaining best net results, the
         Funds may execute portfolio transactions with or through Tucker
         Anthony, Sutro or John Hancock Distributors.  During the year ended
         March 31, 1994, the Funds did not execute any portfolio transactions
         with then affiliated brokers.

                Any of the Affiliated Brokers may act as broker for the Funds on
         exchange transactions, subject, however, to the general policy of the
         Funds 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 Funds 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 Funds as determined by a majority of the Trustees who
         are not interested persons (as defined in the 1940 Act) of the Funds,
         the Adviser or the Affiliated Brokers.  Because the Adviser, which is
         affiliated with the Affiliated Brokers, has, as an investment adviser
         to the Funds, 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 Funds will not
         effect principal transactions with Affiliated Brokers.  The Funds may,
         however, purchase securities from other members of underwriting
         syndicates of which Tucker Anthony,


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<PAGE>   298
   





         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.

                Quality Bond Fund's turnover rate for the fiscal years ended
         March 31, 1993 and 1994 were 191% and 242%, respectively.  The turnover
         rate for Adjustable Government Fund for the fiscal years ended March
         31, 1993 and 1994, were 186% and 244%, respectively.  Such rates
         reflect the difference between the years' varying market conditions.

         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 each Fund. 
         Quality Bond Fund pays Investor Services monthly a transfer agent fee
         equal to $20.00 per account for the Class A shares and $22.50 per
         account for the Class B shares on an annual basis, plus out-of-pocket
         expenses.  Adjustable Government Fund pays Investor Services monthly a
         transfer agent fee equal to $20.00 per account for the Class A shares
         and $22.50 per account for the Class B shares on an annual basis, plus
         out-of-pocket expenses.

         CUSTODY OF PORTFOLIO

                Portfolio securities of the Funds are held pursuant to custodian
         agreements between the Trust on behalf of each Fund and Investors Bank
         and Trust ("IBT") 24 Federal Street, Boston, Massachusetts.  Under the
         custodian agreements, 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 each Fund.  The
         financial statements of each Fund included in each 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.



















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                                     APPENDIX A

                The ratings of Moody's Investors Service, Inc. and Standard &
         Poor's Corporation represent their opinions as to the quality of
         various debt instruments.  Their ratings are a generally accepted
         barometer of credit risk.  They are, however, subject to certain
         limitations from an investor's standpoint.  Such limitations include
         the following:  the rating of an issue is heavily weighted by past
         developments and does not necessarily reflect probable future
         conditions; there is frequently a lag between the time a rating is
         assigned and the time it is updated; and there are varying degrees of
         difference in credit risk of securities in each rating category. 
         Therefore, it should be understood, that ratings are not absolute
         standards of quality.  Consequently, debt instruments with the same
         maturity, coupon and rating may have different yields while debt
         instruments of the same maturity and coupon with different ratings may
         have the same yield.

         Description of Bond Ratings Moody's Investors Service, Inc.
         -----------------------------------------------------------

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

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

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

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

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

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

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



                                         A-1
    
<PAGE>   300
   





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

                C:  Bonds which are rated C are the lowest rated class of bonds
         and issues so rated can be regarded as having extremely poor prospects
         of ever attaining any real investment standing.

         Standard & Poor's Ratings Group
         -------------------------------

                AAA:  Bonds rated AAA have the higher rating assigned by
         Standard & Poor's.  Capacity to pay interest and repay principal is
         extremely strong.

                AA:  Bonds rated AA have a very strong capacity to pay interest
         and repay principal and differ from the higher rated issues only in
         small degree.

                A:  Bonds rated A have a very strong capacity to pay interest
         and repay principal, although they are somewhat more susceptible to the
         adverse effects of changes in circumstances and economic conditions
         than bonds in higher rated categories.

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

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

                C:  The rating C is reserved for income bonds on which no
         interest is being paid.






















                                        A-2
    
<PAGE>   301
   





         FINANCIAL STATEMENTS




















































                                         F-1
<PAGE>   302
                           INVESTMENT QUALITY BOND

- --------------------------------------------------------------------------------
                           SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------

March 31, 1994
      
<TABLE>
<CAPTION>
                                  FACE
ISSUER                           AMOUNT          VALUE
- ----------------------------------------------------------
<S>                            <C>             <C>
FOREIGN CURRENCY 
- ----------------
DENOMINATED FOREIGN 
- -------------------
BONDS  --  8.07%     
- ----------------

Bundesobligation (A)
 8.625% due 02/20/96 . . .     DM 3,000,000    $ 1,897,368      

French Treasury Bill (B) 
 8.000% due 05/12/98 . . .     FF 6,000,000      1,126,069       

International Bank for 
  Reconstruction and 
  Development - 
  Global ( C )    
 4.500% due 06/20/00 . .  [Yen] 335,000,000      3,397,173          
  
United Kingdom Treasury (D) 
 6.000% due 08/10/99 . .  [Pound] 1,250,000      1,768,744  
                                               -----------
TOTAL FOREIGN CURRENCY 
DENOMINATED
FOREIGN BONDS   
(Cost $8,094,626) . . . .                        8,189,354             

NON-CONVERTIBLE
- ---------------
CORPORATE DEBT -- 48.59%             
- ------------------------

CONSUMER GOODS &
SERVICES  --  0.46%
Fresh Del Monte Produce 
 10.000% due 05/01/03 . . .         500,000        461,875 

ENERGY -- 6.71%
Clark Oil & Refining Corp.
 10.500% due 12/01/01 . . .       1,000,000      1,070,000 

Enron Corp.     
 6.750% due 07/01/05 . . . .      5,000,000      4,762,500 

HS Resources, Inc.      
 9.875% due 12/01/03 . . . .      1,000,000        983,750
                                               -----------

                                                 6,816,250              

FINANCIAL SERVICES -- 2.02%
Western Financial
 Savings Bank   
 8.500% due 07/01/03 . . . .      1,000,000        993,750 

World Book Finance Inc. 
 8.125% due 09/01/96 . . . .      1,000,000      1,056,250
                                               -----------
                                                 2,050,000       

HEALTH CARE -- 2.38% 
Foundation Health Corp. 
 7.750% due 06/01/03 . . . .      2,500,000      2,418,750 
 
INDUSTRIAL -- 9.23%  
Coltec Holdings Inc.
 11.250% due 12/01/15 . . . .     1,298,000      1,388,860 

ConAgra Inc.
 9.750% due 03/01/21  . . . .     2,500,000      2,900,000 

Consolidated Rail Corp.
 7.875% due 05/15/43  . . . .     2,000,000      1,985,000 

Georgia-Pacific Corp.
 9.500% due 12/01/11 . . . . .    1,000,000      1,118,750 

Phillips-Van Heusen Corp.
 7.750% due 11/15/23 . . . . .    1,000,000        927,500 

Waste Management Inc.
 7.875% due 08/15/96 . . . . .    1,000,000      1,046,250 
                                               -----------
                                                 9,366,360       

MEDIA AND LEISURE - 4.27%
Capital Cities Communications 
 8.750% due 08/15/21 . . . . .      100,000        111,000 

Disney, Walt Co.        
 7.550% due 07/15/93 . . . . .    2,000,000      1,877,500 

Hammons, John Q.
 Hotels L.P.
 8.875% due 02/15/04 . . . . .    1,000,000        940,000 

Time Warner
 Entertainment Co. L.P. 
 8.375% due 07/15/33 . . . . .    1,500,000      1,408,125 
                                               -----------
                                                 4,336,625            

TECHNOLOGY-RELATED -- 9.66% 
Apple Computer, Inc.
 6.500% due 02/15/04 . . . . .    2,500,000      2,353,125 

Compaq Computer Corp.   
 7.250% due 03/15/04  . . . . .    2,000,000      1,947,500 

Computervision Corp.
11.375% due 08/15/99  . . . . .     2,500,000      2,275,000 


</TABLE>

                                      6
<PAGE>   303

- --------------------------------------------------------------------------------
                           SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------

Continued

<TABLE>
<CAPTION>
                                  FACE
ISSUER                           AMOUNT          VALUE
- ----------------------------------------------------------
<S>                               <C>           <C>
IBM Corp.
 8.375% due 11/01/19 . . . . . .  1,009,000      1,044,315 
                                                         
Texas Instruments, Inc.                                  
 8.750% due 04/01/07 . . . . . .  2,000,000      2,185,000 
                                                ----------
                                                 9,804,940 
UTILITIES -- 13.86% 
Commonwealth Edison Co.
 6.400% due 10/15/05 . . . . . .  2,000,000      1,790,000          
 8.250% due 10/01/06 . . . . . .  1,000,000      1,040,000         
Long Island Lighting Co.
 7.500% due 03/01/07 . . . . . .  1,000,000        953,750    
 7.850% due 05/15/99 . . . . . .  1,000,000      1,027,500         

New York Telephone Co.
 7.250% due 02/15/24 . . . . . .  2,000,000      1,837,500         

Pacific Bell
  6.625% due 10/15/34. . . . . .  2,000,000      1,702,500         

Philadelphia
Electric Co.
 6.625% due 03/01/03 . . . . . .  1,000,000        956,250 

Public Service Co.
 of Colorado
 6.375% due 11/01/05 . . . . . .  3,000,000      2,808,750 

System Energy
 Resources, Inc.
 6.000% due 04/01/98 . . . . . .  2,000,000      1,955,000 
                                                ----------
                                                14,071,250 
                                                ----------
TOTAL NON-CONVERTIBLE
CORPORATE DEBT       
(Cost $51,600,728) . . . . . . .                49,326,050  

U.S. DOLLAR DENOMINATED 
- -----------------------
FOREIGN GOVERNMENT 
- ------------------
BONDS -- 18.38%
- ---------------

British Columbia Hydro & 
Power Authority 
15.000% due 04/15/11 . . . . . .  2,050,000      2,503,563
15.500% with various 
  maturities to 11/15/11 . . . .  1,306,000      1,671,515

Hydro-Quebec Corp.
 8.250% due 01/15/27 . . . . . .  1,250,000      1,275,000          
 8.625% due 06/15/29 . . . . . .  1,000,000      1,061,250          
 9.375% due 04/15/30 . . . . . .  2,000,000      2,297,500 

National Bank of Hungary
 8.875% due 11/01/13 . . . . . .    500,000        446,250 

Province of
 Nova Scotia, Canada    
 11.500% due 05/15/13. . . . . .  1,255,000      1,524,825 

Province of Ontario, Canada     
 17.000% due 11/05/11. . . . . .  3,750,000      4,940,625 

Republic of Argentina ( E )
 4.000% due 03/31/23 . . . . . .  3,000,000      1,552,500 

United Mexican States
 6.250% due 12/31/19 . . . . . .  2,000,000      1,385,000 
                                                ----------

TOTAL U.S. DOLLAR 
DENOMINATED FOREIGN 
GOVERNMENT BONDS  
(Cost $20,419,196)                              18,658,028 

U.S. GOVERNMENT AND
- -------------------
U.S. GOVERNMENT AGENCY 
- ----------------------
OBLIGATIONS -- 10.79%        
- ---------------------

FEDERAL HOME
LOAN MORTGAGE
CORPORATION  --  0.85%  
CMO - Planned 
  Amortization Class        
 4.500% due 05/15/14 (F) . . . .  1,000,000        863,438       

FEDERAL NATIONAL MORTGAGE
ASSOCIATION --  0.06%        
 8.000% due 05/01/02 . . . . . .      4,482          4,594     
CMO - Interest Only
 8.500% due 10/01/17 (F) . . . .    273,455         56,058  
                                                ----------
                                                    60,652 

</TABLE>


                                      7
<PAGE>   304

- --------------------------------------------------------------------------------
                           SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------

Continued

<TABLE>

                                  FACE
ISSUER                           AMOUNT          VALUE
- ----------------------------------------------------------
<S>                             <C>             <C>
GOVERNMENT NATIONAL
MORTGAGE
ASSOCIATION -- 0.81%       
 8.000% DUE 02/15/04 . . . . .      3,821            3,899   
 11.500% with various 
  maturities to 08/15/13 . . .    371,916          419,917   
 12.000% due 03/15/13. . . . .     99,653          113,200 
 12.500% with various 
  maturities to 03/15/15 . . .    149,053          161,677
 15.000% due 07/15/11. . . . .     74,169           84,137    
 GPMs (Graduated Payment
  Mortgages)        
 13.000% due 11/15/10. . . . .     33,649           37,245          
                                                ----------
                                                   820,075          
U.S. TREASURY
BONDS -- 9.07% 
 7.125% due 02/15/23 (F) . . .  3,000,000        2,965,200         
 12.625% due 05/15/95. . . . .  5,750,000        6,248,008 
                                                ----------
                                                 9,213,208
                                                ----------
TOTAL U.S. GOVERNMENT 
AND U.S. GOVERNMENT 
AGENCY OBLIGATIONS   
(Cost $11,516,224) . . . . . . . . . . . . . .  10,957,373            

MULTI-FAMILY MORTGAGE
- ---------------------
BACKED BONDS  --  5.85%         
- -----------------------

DLJ Mortgage
  Acceptance Corp.          
 7.950% due 06/18/03 . . . . .  3,000,000        2,992,500          
 8.000% due 07/15/03 . . . . .  1,000,000          957,500 
 8.800% due 09/18/03 . . . . .  2,000,000        1,995,000 
                                                ----------

TOTAL MULTI-FAMILY 
MORTGAGE BACKED BONDS  
(Cost $6,082,755)  . . . . . .                   5,945,000       

U.S. DOLLAR DENOMINATED 
- -----------------------
FOREIGN CORPORATE
- -----------------
BONDS -- 5.06%             
- --------------

Bank of Nova Scotia
 6.250% due 09/15/08 . . . . .  2,000,000        1,745,000            

Norsk Hydro A.S.
 7.750% due 06/15/23 . . . . .  2,000,000        1,910,000          
P T Indah Kiat Pulp &
  Paper Corp.       
 8.875% due 11/01/00 . . . . .  1,500,000        1,483,125
                                                ----------

TOTAL U.S. DOLLAR 
DENOMINATED FOREIGN 
CORPORATE BONDS 
(Cost $5,499,708). . . . . . . . . . . . . . .   5,138,125  
                                                ----------

TOTAL LONG-TERM
OBLIGATIONS          
(Cost $103,213,237). . . . . . . . . . . . . .   98,213,930     

OUTSTANDING CALL OPTIONS 
- ------------------------
PURCHASED ON TREASURY 
- ---------------------
BOND FUTURES -- 0.02%  
- ---------------------
EXPIRATION MONTH/           NUMBER OF
STRIKE PRICE                CONTRACTS (G)
- -----------------           ---------
Apr/109. . . . . . . . . .      50                  14,062    
Apr/110. . . . . . . . . .      75                  10,547          
                               ---              ----------

TOTAL OUTSTANDING CALL 
OPTIONS PURCHASED ON 
TREASURY BOND FUTURES
(Cost $61,060) . . . . . .     125                  24,609
                                                ----------

TOTAL INVESTMENTS -- 96.76% 
(Cost $103,274,297). . . . . . . . . . . . . .  98,238,539

</TABLE>

                                      8

<PAGE>   305

- --------------------------------------------------------------------------------
                           SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------

Continued

<TABLE>
<CAPTION>
                                  
ISSUER                                           VALUE
- ----------------------------------------------------------
<S>                                           <C>
CASH AND OTHER ASSETS, 
LESS LIABILITIES --  3.24%  . . . . . . . .     3,285,549 
                                              ------------


NET ASSETS, at value, 
equivalent to $8.72 per 
share for 10,969,183 
Class A Shares ($.01 par 
value) and $8.72 per share 
for 679,524 Class B 
Shares ($.01 par value) 
outstanding -- 100.00%  . . . . . . . . . .   $101,524,088   
                                              ============

</TABLE>


(A)  Face amount is denominated in German currency, market value is in 
     U.S. dollars. At 03/31/94, U.S. dollars equivalent of face amount was 
     $1,798,453.

(B)  Face amount is denominated in French currency, market value is in 
     U.S. dollars. At 03/31/94, U.S. dollars equivalent of face amount was 
     $1,049,263.

(C)  Face amount is denominated in Japanese currency, market value is in
     U.S. dollars. At 03/31/94, U.S. dollars equivalent of face amount was 
     $3,275,963.

(D)  Face amount is denominated in British currency, market value is in
     U.S. dollars. At 03/31/94, U.S. dollars equivalent of face amount was 
     $1,860,000.

(E)  Floating rate security.

(F)  Federal Home Loan Mortgage Corporation, Federal National Mortgage
     Association and U.S. Treasury Bond securities with a value of $3,861,095 
     owned by the Fund were designated as margin deposits for futures 
     contracts at March 31, 1994.

(G)  Each contract represents $100,000 in par value.



 See Notes to Financial Statements.

                                      9
<PAGE>   306

<TABLE>
- --------------------------------------------------------------------------------
                     STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

March 31, 1994

<S>                                               <C>               <C>
ASSETS  
Investments at value (cost $103,274,297) . . .                      $ 98,238,539
Receivable for: 
 Investments sold  . . . . . . . . . . . . . .    $  9,276,981      
 Interest  . . . . . . . . . . . . . . . . . .       2,404,391       
 Variation margin on futures contracts . . . .          25,652  
 Shares sold . . . . . . . . . . . . . . . . .          23,826        11,730,850
                                                  ------------
Other assets . . . . . . . . . . . . . . . . .                            32,830
                                                                    ------------
 Total Assets  . . . . . . . . . . . . . . . .                       110,002,219

LIABILITIES     
Payable for:    
 Investments purchased . . . . . . . . . . . .       7,264,196       
 Dividends . . . . . . . . . . . . . . . . . .         251,610 
 Shares repurchased  . . . . . . . . . . . . .          49,203         7,565,009
                                                  ------------

Payable to Investment Adviser for:      
 Distribution expenses . . . . . . . . . . . .          60,771 
 Management fees . . . . . . . . . . . . . . .          53,558  
 Administrative service fees . . . . . . . . .           9,024           123,353
                                                  ------------

Other accrued expenses . . . . . . . . . . . .                            50,364
Other liabilities. . . . . . . . . . . . . . .                           739,405

                                                                    ------------
 Total Liabilities . . . . . . . . . . . . . .                         8,478,131
                                                                    ------------
NET ASSETS,  at value, equivalent to $8.72 per 
 share for 10,969,183 Class A shares ($.01 par 
 value) and $8.72 per share for 679,524 Class B 
 shares ($.01 par value) outstanding . . . . .                      $101,524,088
                                                                    ============

</TABLE>

 See Notes to Financial Statements.

                                      10

<PAGE>   307

- --------------------------------------------------------------------------------
        STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
STATEMENT OF OPERATIONS
Year Ended March 31, 1994

<S>                          <C>             <C>
INVESTMENT INCOME       
Interest  . . . . . . . . .                  $ 9,802,191

EXPENSES 
Management fees . . . . . .  $   668,868        
Distribution expenses   
 (see Note D) . . . . . . .      297,312 
Transfer agent fees . . . .      179,613
Administrative service fees       82,370
Custodian fees. . . . . . .       40,415  
Shareholder reports . . . .       31,221  
Registration fees . . . . .       29,447  
Audit and legal fees. . . .       28,889  
Trustees' fees and expenses       23,392  
Interest expense. . . . . .        1,637   
Miscellaneous . . . . . . .       18,013       1,401,177
                             -----------     -----------
                        

 NET INVESTMENT INCOME                         8,401,014            
REALIZED AND UNREALIZED 
LOSS ON SECURITIES   

Net realized loss on:   
 Investments. . . . . . . .     (580,632) 
 Futures contracts. . . . .     (336,215) 
 Forward currency contracts     (77,218)       (994,065)
                             ----------- 

Net change in unrealized
 appreciation
 (depreciation) of:     
 Investments. . . . . . . .   (5,601,650)    
 Futures contracts. . . . .       76,781  
 Forward currency contracts      (41,512)     (5,566,381)
                             -----------     -----------

NET REALIZED AND UNREALIZED
 LOSS ON SECURITIES . . . .                  (6,560,446)
                                             -----------
INCREASE IN NET ASSETS
 RESULTING FROM
 OPERATIONS . . . . . . . .                  $ 1,840,568 
                                             ===========
</TABLE>

<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS

<CAPTION>

                                YEAR ENDED MARCH 31,
                            ---------------------------
                                1994            1993
                            -----------     -----------
<S>                         <C>             <C>
OPERATIONS                  
Net investment income . .   $ 8,401,014     $ 9,236,513 
Net realized gain (loss)
 on securities. . . . . .      (994,065)        562,033 

Net change in unrealized
 appreciation
 (depreciation)
 of securities. . . . . .     (5,566,381)      3,147,906       
                           ------------    ------------

Increase in net assets 
 resulting from
 operations . . . . . . .     1,840,568      12,946,452 

Undistributed net 
 investment income 
 included in the price of 
 the Fund shares issued
 or redeemed. . . . . . .            --          42,868        

DISTRIBUTIONS TO 
SHAREHOLDERS FROM
Net investment income --
 Class A  . . . . . . . .    (8,139,992)     (9,161,833)       
 Class B  . . . . . . . .      (210,407)             --
                           ------------    ------------

Total distributions to
 shareholders . . . . . .    (8,350,399)     (9,161,833)         

SHARE TRANSACTIONS 
Increase (decrease) in 
 shares outstanding . . .    (3,802,513)     11,492,568
                           ------------    ------------

Increase (decrease) in
 net assets . . . . . . .   (10,312,344)     15,320,055 

NET ASSETS 
Beginning of year . . . .   111,836,432      96,516,377

                           ------------    ------------
End of year . . . . . . .  $101,524,088    $111,836,432
                           ============    ============

Undistributed Net 
 Investment Income. . . .  $     36,997    $          0
                           ============    ============
</TABLE>


See Notes to Financial Statements.


                                  11
<PAGE>   308

- -------------------------------------------------------------------------------
                            FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        CLASS A SHARES                             CLASS B SHARES
                                                     --------------------------------------------------------   --------------------
                                                                     YEAR ENDED MARCH 31,                           PERIOD FROM     
                                                     --------------------------------------------------------     JUNE 30, 1993 TO  
                                                      1994         1993         1992         1991        1990    MARCH 31, 1994 (1) 
                                                     -------      -------      -------      -------    ------   --------------------
<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 . . . . . .     $  9.26      $  8.93      $  8.85      $  8.52    $  8.77         $  9.31    

INCOME FROM INVESTMENT OPERATIONS
 Net investment income . . . . . . . . . . . . .     $  0.71      $  0.79      $  0.80      $  0.85    $  0.86         $  0.49

Net realized and unrealized gain (loss)
  on investments . . . . . . . . . . . . . . . .       (0.55)        0.31         0.11         0.32      (0.22)          (0.60) 
                                                     -------      -------      -------      -------    -------         -------
  Total from Investment Operations . . . . . . .        0.16         1.10         0.91         1.17       0.64           (0.11) 

LESS DISTRIBUTIONS
Dividends from net investment income . . . . . .       (0.70)       (0.77)       (0.83)       (0.84)     (0.89)          (0.48) 
                                                     -------      -------      -------      -------    -------         -------
Net asset value, end of period . . . . . . . . .     $  8.72      $  9.26      $  8.93      $  8.85    $  8.52         $  8.72 
                                                     =======      =======      =======      =======    =======         =======
TOTAL RETURN (2) . . . . . . . . . . . . . . . .        1.58%       12.77%       10.72%       14.51%      7.35%          (1.51)%
                                                     =======      =======      =======      =======    =======         =======

RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to
 average net assets  . . . . . . . . . . . . . .        1.25%        1.24%        1.36%        1.25%      1.18%           1.50%  

Ratio of interest expense to
 average net assets  . . . . . . . . . . . . . .        0.00%        0.07%        0.34%          --         --            0.00%  
                                                     -------      -------      -------      -------    -------         -------
    
Ratio of total expenses to average net assets. .        1.25%        1.31%        1.70%        1.25%      1.18%           1.50% 

Ratio of net investment income to
 average net assets  . . . . . . . . . . . . . .        7.63%        8.47%        8.84%        9.89%      9.64%           4.96%  

Portfolio turnover . . . . . . . . . . . . . . .         242%         191%         316%         134%       162%            242% 

Net Assets, end of period (in thousands) . . . .     $95,601     $111,836      $96,516      $84,039    $88,521         $ 5,923 

Debt outstanding at end of period
 (in thousands) (3)  . . . . . . . . . . . . . .     $     0     $      0      $ 6,496           --         --         $     0

Average daily amount of debt outstanding 
 during the period (in thousands) (3)  . . . . .     $    70     $  2,003      $ 6,876           --         --         $    70     

Average monthly number of total shares 
 outstanding during the period
 (in thousands)  . . . . . . . . . . . . . . . .     $11,907     $ 11,807      $10,003           --         --         $11,907

Average daily amount of debt outstanding
 per share during the period (3) . . . . . . . .     $  0.01     $   0.17      $  0.69           --         --          $ 0.01    

</TABLE>

(1)  Financial highlights, including total return, have not been annualized. 
     Portfolio turnover and information regarding debt outstanding are for the 
     year ended March 31, 1994 and are not class specific.

(2)  Total return does not include the effect of the initial sales charge for 
     Class A Shares or the contingent deferred sales charge for Class B Shares.

(3)  Debt outstanding consists of reverse repurchase agreements entered into 
     during the period.


See Notes to Financial Statements.

                                                                12
<PAGE>   309
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

March 31, 1994


NOTE A -- SIGNIFICANT ACCOUNTING POLICIES

Transamerica Bond Fund (the "Trust") is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 30, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. Transamerica Investment Quality Bond
Fund (the "Fund"), a series of the Trust, commenced issuing a second class
of shares on June 30, 1993. Class A Shares are subject to an initial sales
charge of up to 4.75% and a 12b-1 distribution plan and the new Class B Shares
are subject to a contingent deferred sales charge and a separate 12b-1
distribution plan. The following is a summary of significant accounting
policies consistently followed by the Fund.

   (1) Securities for which over-the-counter market quotations are readily
available are valued at the last sale price as reported by NASDAQ or at
quotations provided by market makers. Securities for which no sales are
reported are valued at the mean between closing bid and asked prices. Interest
rate futures contracts and options on interest rate futures are valued based
on their daily settlement price. Securities which are not traded on U.S.
markets, forward contracts, and other assets and liabilities stated in foreign
currency are translated into U.S. dollar equivalents based on quoted exchange
rates. Securities for which market quotations are not readily available are
valued at a fair value as determined in good faith by the Trust's Board of
Trustees. Options are valued at the last reported sale price or, if no sales
are reported, at the mean between the last reported bid and asked prices.
Short-term investments are valued at amortized cost (original cost plus
amortized discount or accrued interest).

   (2) The premium paid by the Fund for the purchase of a call or put option is
recorded as an investment and subsequently "marked to market" to reflect the
current market value of the option purchased. If an option which the Fund has
purchased expires on the stipulated expiration date, the Fund realizes a loss
in the amount of the cost of the option. If the Fund enters into a closing
transaction, it realizes a gain (loss) if the proceeds from the sale are
greater (less) than the cost of the option purchased. If the Fund exercises a
put option, it realizes a gain or a loss from the sale of the underlying
security and the proceeds from such sale will be decreased by the premium
originally paid. If the Fund exercises a call option, the cost of the security
purchased upon exercise is increased by the premium originally paid.

   (3) The Fund may enter into futures contracts for delayed delivery of
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures contracts are
maintained by the Fund's custodian in segregated asset accounts. During the
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by "marking to market" on a daily
basis to reflect the market value of the contract at the end of each day's
trading. Variation margin payments are received or made, depending on whether
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the
contract.

  (4) The Fund may enter into reverse repurchase agreements which involve the
sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a fixed future date at
a fixed price plus an agreed amount of "interest" which may be reflected in
the repurchase price. Reverse repurchase agreements are considered to be
borrowings by the Fund and the Fund will use the proceeds obtained from the
sale of securities to purchase other investments.

  (5) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, the
debt discounts are amortized using the yield-to-maturity method. Realized
gains and losses from security transactions are determined on the basis of
identified cost for both financial reporting and federal income tax purposes.

  (6) Income dividends are declared daily by the Fund and paid or reinvested
at net asset value monthly. Other distributions are recorded by the Fund on
the ex-dividend date and may be reinvested at net asset value.

  Effective April 1, 1993, the Fund adopted Statement of Position 93-2,
"Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gains, and Return of Capital Distributions by Investment Companies."
As a result of this statement, the Fund changed the classification of
distributions to shareholders to better disclose the difference between
financial statement amounts and distributions determined and reported in
accordance with income tax regulations. Accordingly, the Fund reclassified
$56,910 and $176,227 to undistributed net investment income and undistributed
net realized gains, respectively, from additional paid-in capital. Net
investment income, net realized gains and net assets were not affected by this
change.

                                      13
<PAGE>   310
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Continued


NOTE A  (Continued)

   (7) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.

   (8) 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.

   The Fund's tax year end is December 31. For federal income tax purposes, at
December 31, 1993, the Fund had an accumulated net realized capital loss 
carryforward of approximately $7,600,000 which will expire as follows: 
$3,500,000 - 1996, $1,400,000 - 1997, $1,900,000 - 1998 and $800,000 - 2000.

   (9) 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 portfolio transactions. For the year ended March
31, 1994, these amounts were $6,394 and $5,799, respectively.

  (10) In prior years, a portion of the proceeds from sales and costs of
redemptions of Fund shares, equivalent, on a per share basis, to the amount of
undistributed income, was credited or charged to undistributed income so that
undistributed net investment income per share was not affected by sales or
redemptions of Fund shares. The use of this equalization method has been
discontinued, which had no effect on net investment income, net realized gains
and net assets.

  (11) 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. Options
and futures contracts on U.S. government securities are not issues of, nor
guaranteed by the U.S. government or its agencies.

NOTE B -- MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES

  The Fund's management fee is paid monthly to Transamerica Fund Management
Company (the "Investment Adviser") and is calculated based on the following
schedule:

<TABLE>
   AVERAGE DAILY NET ASSETS         ANNUAL RATE    
   ------------------------         -----------
   <S>                               <C>
   First $75 million                  0.6250%  
   Next $75 million                   0.5625%  
   Over $150 million                  0.5000% 

</TABLE>

   The Investment Adviser also provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended March
31, 1994, the Fund paid or accrued $67,013 for these services.

   During the year ended March 31, 1994, Transamerica Fund Distributors, Inc.
(the "Distributor"), an affiliate of the Investment Adviser, as principal
underwriter, retained $37,666 as its portion of the commissions charged on
sales of Class A Shares of the Fund.

   The Fund paid no compensation directly to any officer. Certain officers and
a trustee of the Fund are affiliated with the Investment Adviser.

   During the year ended March 31, 1994, the Fund paid legal fees of $7,687 to
Baker & Botts. A partner with Baker & Botts is an officer of the Trust.

   NOTE C -- COST, PURCHASES AND SALES OF INVESTMENT SECURITIES

   During the year ended March 31, 1994, purchases and sales of securities,
other than short-term obligations, aggregated $260,133,815 and $269,755,128,
respectively.

   At March 31, 1994, the identified cost of investments owned is the same for
both financial reporting and federal income tax purposes. At March 31, 1994,
the gross unrealized appreciation and gross unrealized depreciation of
investments, futures contracts and forward currency contracts for federal
income tax purposes were $707,380 and $5,384,445, respectively.


                                      14

<PAGE>   311

- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


Continued


NOTE C  (Continued)

<TABLE>
Futures contracts which were open at March 31, 1994, were as follows:

<CAPTION>

                                               UNREALIZED
DELIVERY                    NUMBER OF           APPRECIATION
MONTH/YEAR/COMMITMENT       CONTRACTS (1)      (DEPRECIATION)
- ---------------------       -------------      --------------
<S>                            <C>                <C>
U.S. Treasury Bond Futures  
  Jun/94/short                  91                $  362,969         
U.S. Treasury Five Year
  Note Futures
  Jun/94/long                   75                   (18,750)
U.S. Treasury Ten Year
 Note Futures
 Jun/94/short                   50                    70,312
                               ---                ----------
                               216                   414,531
                               ===                ==========

</TABLE>

(1) Each contract represents $100,000 in par value.

     At March 31, 1994, the Fund has the following forward currency exchange
contracts open. These contracts settle on May 9, 1994 for the Japanese
contracts, May 16, 1994 for the British contracts and May 24, 1994 for the 
French contracts.

<TABLE>
<CAPTION>

     FOREIGN     U.S. DOLLAR     
    CURRENCY      VALUE AT      CURRENT         UNREALIZED
    PURCHASE      PURCHASE    U.S. DOLLAR      APPRECIATION
     (SALE)        (SALE)        VALUE        (DEPRECIATION)
- ---------------  ------------ -------------   ----------------
<S>                <C>          <C>            <C>
British Pounds:
POUND $ 900,000    $ 1,347,785  $ 1,332,900    $ (14,885)      
     (2,120,000)    (3,145,391)  (3,139,720)       5,671     
French Francs: 
FF   2,200,000         381,514      384,891        3,377             
    (2,200,000)       (378,592)    (384,891)      (6,299)           
Japanese Yen:           
YEN 360,000,000      3,464,870    3,511,510       46,640  
(360,000,000)       (3,419,362)  (3,511,510)     (92,148)
                                               ---------
                                               $ (57,644)
                                               =========


</TABLE>

  At March 31, 1994, unrealized appreciation on interest receivable for
foreign securities held was $1,806.

NOTE D  --   PLAN OF DISTRIBUTION

  Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized under separate distribution plans to finance activities related to   
the distribution of its Class A and Class B Shares (the "Class A Plan" and the
"Class B Plan," respectively). The distribution plans, together with the
initial sales charge on Class A Shares and the contingent deferred sales charge
on Class B Shares, comply with the regulations covering maximum sales charges
assessed by mutual funds distributed through securities dealers that are NASD
members.

  The Class A Plan and the Class B Plan permit each class to make payments to
the Distributor up to 0.25% 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 March 31, 1994, Class A made payments to the Distributor
of $264,754 or 0.25% related to the above activities. During the period June
30, 1993 to March 31, 1994, Class B made payments of $8,161 or 0.19% related
to these activities.

  The Class B Plan also permits Class B to reimburse the Distributor up to
0.75% annually of average daily net assets for costs related to compensation
paid to securities dealers, in place of an initial sales charge to investors,
on the sale of Class B Shares. These costs are based upon a commission payment
charge of 5% of the value of Class B Shares sold (excluding shares acquired
through reinvestment) reduced by the amount of contingent deferred sales
charges (CDSC) that have been received by the Distributor on redemptions of
Class B Shares. These costs also include a charge of interest (carrying
charge) at an annual rate of 1% over the prevailing prime rate to the extent
cumulative commission payment charges, plus any previous carrying charges,
less CDSC received by the Distributor, have not been paid in full by the Fund.
For the period June 30, 1993 through March 31, 1994, Class B reimbursed the
Distributor $24,397 or 0.56% for such costs. For this period, the Distributor
received $6,525 in CDSC. At March 31, 1994, the balance of unrecovered costs
was $220,993.

  At March 31, 1994, Class A had $55,296 and Class B had $5,475 payable to the
Distributor pursuant to the above distribution plans.


                                      15
<PAGE>   312
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Continued


<TABLE>
NOTE E -- SHARE AND RELATED TRANSACTIONS


A summary of the share transactions follows:

<CAPTION>
                                                                                     Year Ended March 31,
                                                                      -----------------------------------------------------
                                                                               1994 (1)                    1993
                                                                      ------------------------    -------------------------
                                                                         Shares      Dollars        Shares       Dollars
                                                                      ----------  ------------    ----------   ------------
<S>                                                                   <C>         <C>             <C>          <C>
Shares sold -- Class A  . . . . . . . . . . . . . . . . . . . .        1,326,045  $ 12,356,583     2,861,998   $ 26,226,351      
Shares sold -- Class B  . . . . . . . . . . . . . . . . . . . .          925,617     8,663,960            --             --        
Shares issued in reinvestment of distributions  --  Class A . .          498,008     4,601,879       552,242      5,073,699         
Shares issued in reinvestment of distributions  --  Class B . .           13,573       124,743            --             --        
Shares redeemed  --  Class A  . . . . . . . . . . . . . . . . .       (2,933,145)  (27,158,357)   (2,146,584)   (19,807,482)   
Shares redeemed  --  Class B  . . . . . . . . . . . . . . . . .         (259,666)   (2,391,321)           --             --
                                                                      ----------   -----------    ----------   ------------
Net increase (decrease) in shares outstanding . . . . . . . . .         (429,568) $ (3,802,513)    1,267,656   $ 11,492,568
                                                                      ==========   ===========    ==========   ============   

<FN>
(1) Class B share transactions are for the period from June 30, 1993 to 
    March 31, 1994.
</TABLE>

<TABLE>
The components of net assets at March 31, 1994, are as follows:
<S>                                                                                                         <C>
Capital paid-in (unlimited number of shares authorized) . . . . . . . . . . . . . . . . . . . . . . . . . .   $117,944,449 
Undistributed net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         36,997 
Accumulated net realized loss on investments, futures contracts and forward currency contracts  . . . . . .    (11,780,293)    
Unrealized depreciation of investments, futures contracts and forward currency contracts. . . . . . . . . .     (4,677,065)    
                                                                                                              ------------
NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $101,524,088 
                                                                                                              ============


</TABLE>


                                                       16

<PAGE>   313
- --------------------------------------------------------------------------------
                        REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

Shareholders and Board of Trustees
Transamerica Investment Quality Bond Fund,
 a series of Transamerica Bond Fund



   We have audited the accompanying statement of assets and liabilities of
Transamerica Investment Quality Bond Fund, a series of Transamerica Bond Fund,
as of March 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 March 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 Investment Quality Bond Fund, a series of Transamerica Bond Fund,
at March 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
April 29, 1994


                                      17
<PAGE>   314
                 INVESTMENT QUALITY BOND
<TABLE>
                 SCHEDULE OF INVESTMENTS                         
                        UNAUDITED
         
September 30, 1994 

<CAPTION>         
                                         FACE                
ISSUER                                  AMOUNT              VALUE 
- -------------------------------------------------------------------
<S>                              <C>                    <C>
U.S. GOVERNMENT AND              
- -------------------
U.S. GOVERNMENT AGENCY
- ----------------------
OBLIGATIONS  -  65.57%         
- ----------------------         
FEDERAL HOME 
LOAN MORTGAGE 
         
CORPORATION  -  11.59%        
CMO - Planned 
Amortization Class         
  4.500% due 05/15/14 (A)              $ 1,000,000      $   839,063        
  5.000% due 04/15/21                    6,500,000        5,258,906        
  5.750% due 05/15/21                    5,500,000        4,833,125        
                                                        -----------        
                                                         10,931,094        
FEDERAL                                                                    
NATIONAL MORTGAGE                                                          
ASSOCIATION  -  14.84%                                                     
  8.000% due 05/01/02                        3,793            3,795        
  8.500% with various                                                      
    maturities to 09/01/24               9,652,663        9,624,007        
CMO - Planned                                                              
Amortization Class                                                         
  6.000% due 11/25/08                    5,000,000        4,281,250        
CMO - Interest Only                                                        
  8.500% due 10/01/17 (A)                  230,000           79,350        
                                                        -----------        
                                                         13,988,402        
                                                                           
GOVERNMENT                                                                 
NATIONAL MORTGAGE                                                          
ASSOCIATION  -  5.32%                                                      
  6.500% with various                                                      
    maturities to 05/15/24               5,059,806        4,417,844        
  8.000% due 02/15/04                        3,289            3,191        
 11.500% with various                                                     
    maturities to 08/15/13                 249,591          276,500        
 12.000% due 03/15/13                       98,892          111,224        
 12.500% with various                                                     
    maturities to 12/15/10                 104,186          111,935        
 15.000% due 07/15/11                       52,997           57,867        
GPMs (Graduated                                                            
Payment Mortgages)                                                         
 13.000% due 11/15/10                       33,366           36,442          
                                                        -----------
                                                          5,015,003        
                                                                           
TENNESSEE VALLEY                                                           
AUTHORITY  -  2.69%                                                        
  7.250% due 07/15/43                    3,000,000        2,535,600        
                                                                           
U.S. TREASURY                                                              
SECURITIES  -  31.13%                                                      
Bonds                                                                      
  6.250% due 08/15/23                    2,000,000        1,624,740        
 12.625% due 05/15/95 (A)(B)(C)         23,750,000       24,804,500        
Notes                                                                      
  7.250% due 08/15/04                    3,000,000        2,929,650        
                                                        -----------        
                                                         29,358,890        
                                                        -----------        
TOTAL U.S. GOVERNMENT                                                      
AND U.S. GOVERNMENT                                                        
AGENCY OBLIGATIONS                                                         
(Cost $63,030,583)                                       61,828,989        
                                                                           
FOREIGN BONDS  -  25.30%                                                   
- ------------------------
FOREIGN CURRENCY                                                           
DENOMINATED                                                                
FOREIGN GOVERNMENT                                                         
BONDS  -  4.78%                                                            
Republic of Deutschland                                                    
  8.750% due 05/22/00 (D)              DM2,000,000        1,371,208        
United Kingdom                                                             
  Treasury Bonds                                                           
6.000% due 08/10/99 (E)          [POUND] 1,250,000        1,771,384        
6.750% due 11/26/04 (F)                  1,000,000        1,362,808        
                                                        ----------- 
                                                          4,505,400        
U.S. DOLLAR DENOMINATED                                                    
FOREIGN GOVERNMENT                                                         
BONDS  -  15.85%                                                           
Argentina (Republic of)                                                    
  Notes Series L                                                           
 6.500% due 03/31/05 (G)              $  2,500,000        1,903,125        
Brazil (Republic of)                                                       
  Notes IDU Series A-L                                                     
 6.063% due 01/01/01 (G)                   980,000          813,400        
British Columbia Hydro &                                                   
  Power Authority                                                          
15.000% due 04/15/11                     2,050,000        2,388,250        
                                                                      

</TABLE>

                                 6

<PAGE>   315

<TABLE>
               SCHEDULE OF INVESTMENTS
           
Continued 

<CAPTION>               
                               FACE 
ISSUER                        AMOUNT         VALUE
- ----------------------------------------------------  
<S>                           <C>         <C>
15.500% with various 
  maturities to 11/15/11      1,306,000    1,591,804    
Hydro-Quebec Corp.        
 8.250% due 01/15/27          1,250,000    1,154,688      
 8.625% due 06/15/29          1,000,000      961,250       
Province of Nova Scotia, 
  Canada        
11.500% due 05/15/13          1,255,000    1,449,525     
Province of Ontario, 
  Canada 
17.000% due 11/05/11          3,750,000    4,682,812                          
                                          ----------
                                          14,944,854           
U.S. DOLLAR DENOMINATED 
FOREIGN CORPORATE 
BONDS  -  4.67%           
Bank of Nova Scotia          
 6.250% due 09/15/08          2,000,000    1,637,500     
Cemex S.A.      
 9.500% due 09/20/01          1,000,000      983,750       
Norsk Hydro A.S.          
 7.750% due 06/15/23          2,000,000    1,785,000 
                                          ----------
                                           4,406,250
                                          ----------
TOTAL FOREIGN BONDS       
(Cost $26,440,735)                        23,856,504           

NON-CONVERTIBLE 
- ---------------
CORPORATE DEBT  -  18.96%           
- -------------------------         
CONSUMER 
CYCLICALS  -  2.64%       
Wal-Mart Stores Inc.          
 8.000% due 09/15/06          2,500,000    2,490,625       

CONSUMER GOODS & 
SERVICES  -  0.46%          
Fresh Del Monte  
  Produce N.V.       
10.000% due 05/01/03            500,000      430,000           

ENERGY  -  1.11%        
Clark Oil & Refining Corp.        
10.500% due 12/01/01          1,000,000    1,045,000         

FINANCIAL SERVICES  -  2.85%           
Hancock (John) Mutual Life 
  Insurance Co.       
 7.375% due 02/15/24          2,000,000    1,660,000     
World Book Finance Inc.        
 8.125% due 09/01/96          1,000,000    1,023,750            
                                          ----------
                                           2,683,750      
INDUSTRIAL  -  1.98%          
Phillips-Van Heusen Corp.        
 7.750% due 11/15/23          1,000,000      858,750       
Waste Management Inc.      
 7.875% due 08/15/96          1,000,000    1,013,750                          
                                          ----------
                                           1,872,500         
MEDIA AND LEISURE  -  2.98%            
Cablevision  
  Industries Corp.         
10.750% due 01/30/02          1,000,000    1,000,000     
Capital Cities 
  Communications          
 8.750% due 08/15/21            100,000      101,500      
Disney, Walt Co.         
 7.550% due 07/15/93          2,000,000    1,707,500 
                                           ---------
                                           2,809,000       
TECHNOLOGY-
RELATED  -  3.27%         
Apple Computer, Inc.         
 6.500% due 02/15/04          2,500,000    2,181,250     
Continental 
  Cablevision Inc.         
9.500% due 08/01/13           1,000,000      907,500              
                                           ---------
                                           3,088,750      
UTILITIES  -  3.67%     
Pacific Bell         
 6.625% due 10/15/34          2,000,000    1,562,500


</TABLE>

                           7
<PAGE>   316

<TABLE>
           SCHEDULE OF INVESTMENTS
          
Continued 

<CAPTION>
                                FACE                
ISSUER                         AMOUNT              VALUE 
- ---------------------------------------------------------
<S>                            <C>           <C>
System Energy  
  Resources, Inc.          
 6.000% due 04/01/98            2,000,000       1,897,500
                                              -----------
                                                3,460,000
                                              -----------
TOTAL NON-CONVERTIBLE 
CORPORATE DEBT      
(Cost $19,246,647)                             17,879,625                    

TOTAL 
INVESTMENTS  -  109.83%       
(Cost $108,717,965)                           103,565,118         

LIABILITY FOR
- -------------
REVERSE REPURCHASE
- ------------------
AGREEMENT  -  (14.93)%          
- ----------------------
Kidder Peabody 5.250% 
  due 10/03/94 (dated 
  09/30/94). Collateralized 
  by $14,087,920 value, 
  U.S. Treasury Bonds 
  12.625% due 05/15/95.        (14,077,125)   (14,079,178)
         
CASH AND OTHER ASSETS, 
LESS LIABILITIES  -  5.10%                      4,813,379 
                                              -----------

NET ASSETS,  at value, 
  equivalent to $8.21 per 
  share for 10,594,143 
  Class A Shares ($.01 par 
  value) and $8.22 per 
  share for 889,221 Class B 
  Shares ($.01 par value) 
  outstanding  -   100.00%                     94,299,319                   
                                              ===========
<FN>                     
         
(A)  Federal Home Loan Mortgage Corporation, Federal National Mortgage Association and 
     U.S. Treasury Bond securities with a value of $3,998,290 owned by the Fund were 
     designated as margin deposits for futures contracts at September 30, 1994.

(B)  U.S. Treasury Bond securities pledged as collateral on reverse repurchase agreements at 
     September 30, 1994.

(C)  Long-term obligations that will mature in less than one year.
         
(D)  Face amount is denominated in German currency, market value is in U.S. dollars. At 
     09/30/94, U.S. dollars equivalent of face amount was $1,291,156.
         
(E)  Face amount is denominated in British currency, market value is in U.S. dollars. At 
     09/30/94, U.S. dollars equivalent of face amount was $1,974,375.
         
(F)  Face amount is denominated in British currency, market value is in U.S. dollars. At 
     09/30/94, U.S. dollars equivalent of face amount was $1,579,500.
         
(G)  Floating rate security.

See Notes to Financial Statements.

</TABLE>

                                      8
<PAGE>   317
<TABLE>
                              STATEMENT OF ASSETS AND LIABILITIES
                                          UNAUDITED
September 30, 1994                                           
<S>                                                          <C>               <C>
ASSETS          
Investments at value (cost $108,717,965)                                       $103,565,118       
Receivable for:      
  Investments sold                                           $  9,533,555          
  Interest                                                      2,476,957      
  Shares sold                                                      25,613        12,036,125                         
Other assets                                                 ------------            32,830 
                                                                               ------------
    Total Assets                                                                115,634,073         

LIABILITIES       
Payable for:         
  Reverse repurchase agreements                                14,079,178          
  Investments purchased                                         4,517,322      
  Dividends                                                       264,324        
  Shares repurchased                                               72,504         
  Variation margin on futures contracts                            64,699        18,998,027
                                                              -----------
                                                               
Payable to Investment Adviser for:      
  Distribution expenses                                            62,693         
  Management fees                                                  47,960         
  Administrative service fees                                       7,858           118,511                       
                                                              -----------
Other accrued expenses                                                               50,820        
Other liabilities                                                                 2,167,396                           
                                                                               ------------
    Total Liabilities                                                            21,334,754                               
                                                                               ------------
NET ASSETS, at value, equivalent to $8.21 per share for  
    10,594,143 Class A Shares ($.01 par value) and $8.22 per share  
    for 889,221 Class B Shares ($.01 par value) outstanding                    $ 94,299,319 
                                                                               ============
See Notes to Financial Statements.

</TABLE>

                                             9
<PAGE>   318
      STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
                                UNAUDITED
            
<TABLE>
STATEMENT OF OPERATIONS
Six Months Ended September 30, 1994

<S>                                    <C>             <C> 
INVESTMENT INCOME        
Interest                                               $ 3,954,719 

EXPENSES     
Management fees                        $    299,309      
Distribution expenses  
  (see Note D)                              147,574       
Transfer agent fees                          83,928        
Administrative service fees                  40,249        
Audit and legal fees                         27,753        
Custodian fees                               21,346        
Interest expense                             16,047 
Trustees' fees and expenses                  11,885        
Shareholder reports                          11,579        
Registration fees                            10,905        
Miscellaneous                                10,568        681,143  
                                       ------------    -----------
  NET INVESTMENT INCOME                                  3,273,576      

REALIZED AND UNREALIZED 
GAIN (LOSS) ON SECURITIES           
Net realized gain (loss) on:      
  Investments                            (5,661,693)        
  Futures contracts                         373,759        
  Forward currency contracts                301,590     (4,986,344) 
                                       ------------ 
Net change in 
  unrealized appreciation  
  (depreciation) of:       
  Investments                              (118,095)          
  Futures contracts                        (271,094)          
  Forward currency contracts                 57,644       (331,545)
                                       ------------    -----------
NET REALIZED AND UNREALIZED 
  LOSS ON SECURITIES                                    (5,317,889)
                                                       -----------
DECREASE IN NET ASSETS 
  RESULTING FROM 
  OPERATIONS                                           $(2,044,313)
                                                       ===========
</TABLE>

See Notes to Financial Statements.

<TABLE>
                        STATEMENTS OF CHANGES IN NET ASSETS

<CAPTION>             
                                                Six Months     
                                                  Ended           Year Ended
                                               September 30,       March 31,
                                                  1994               1994 
                                               -------------     -------------
<S>                                            <C>               <C>
OPERATIONS          
Net investment income                          $  3,273,576      $   8,401,014         
Net realized loss on 
  securities                                     (4,986,344)          (994,065)         
Net change in unrealized  
  depreciation  
  of securities                                    (331,545)        (5,566,381)                            
                                               ------------      -------------
Increase (decrease) in  
  net assets resulting  
  from operations                                (2,044,313)         1,840,568       

DISTRIBUTIONS TO 
SHAREHOLDERS           
From net investment 
  income  -          
  Class A                                        (3,255,340)        (8,139,992)        
  Class B                                          (213,895)          (210,407)         
In excess of net  
  investment income  -         
  Class A                                          (313,707)                 -        
  Class B                                           (20,612)                 -                            
                                               ------------       ------------
Total distributions to 
  shareholders                                   (3,803,554)        (8,350,399)        

SHARE TRANSACTIONS      
Decrease in shares 
  outstanding                                    (1,376,902)        (3,802,513) 
                                               ------------       ------------
Decrease in net assets                           (7,224,769)       (10,312,344)        

NET ASSETS
Beginning of period                             101,524,088        111,836,432 
                                               ------------       ------------
End of period                                  $ 94,299,319       $101,524,088 
                                               ============       ============
Undistributed Net 
  Investment Income                            $          0       $     36,997
                                               ============       ============
</TABLE>

See Notes to Financial Statements.

                                     10
<PAGE>   319
<TABLE>
                                                      FINANCIAL HIGHLIGHTS

                                                           UNAUDITED

<CAPTION>
                                                             Class A Shares                                 Class B Shares 
                                   ---------------------------------------------------------------  ------------------------------
                                   Six Months                                                        Six Months      Period from
                                     Ended                    Year Ended March 31,                     Ended        June 30, 1993
                                   Sept. 30,   ---------------------------------------------------   Sept. 30,       to March 31, 
                                      1994 (1)    1994 (1)     1993      1992      1991      1990       1994 (1)       1994 (1)(2)  
                                   ----------  ---------------------------------------------------  -----------     --------------
<S>                                 <C>         <C>       <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                         $  8.72     $  9.26   $   8.93   $  8.85   $  8.52   $  8.77      $  8.72           $  9.31
INCOME FROM 
INVESTMENT OPERATIONS         
Net investment income                  0.28        0.71       0.79      0.80      0.85      0.86         0.26              0.49     
Net realized and unrealized 
  gain (loss) on investments          (0.46)      (0.55)      0.31      0.11      0.32     (0.22)       (0.46)            (0.60)
                                    -------     -------    -------   -------   -------   -------      -------           -------
  Total from Investment 
    Operations                        (0.18)       0.16       1.10      0.91      1.17      0.64        (0.20)            (0.11)
LESS DISTRIBUTIONS       
Dividends from net investment 
  income                              (0.30)      (0.70)     (0.77)    (0.83)    (0.84)    (0.89)       (0.28)            (0.48)
Dividends in excess of net  
  investment income                   (0.03)          -          -         -         -         -        (0.02)                -
                                    -------     -------    -------   -------   -------   -------      -------           -------
  Total Distributions                 (0.33)      (0.70)     (0.77)    (0.83)    (0.84)    (0.89)       (0.30)            (0.48)
                                    -------     -------    -------   -------   -------   -------      -------           -------
Net asset value, end of period      $  8.21     $  8.72   $   9.26   $  8.93   $  8.85   $  8.52      $  8.22           $  8.72
                                    =======     =======   ========   =======   =======   =======      =======           =======
TOTAL RETURN (3)                      (2.09)%      1.58%     12.77%    10.72%    14.51%     7.35%       (2.37)%           (1.51)% 
                                    =======     =======   ========   =======   =======   =======      =======           =======

RATIOS AND SUPPLEMENTAL DATA      
Ratio of operating expenses to 
  average net assets                   0.65%       1.25%      1.24%     1.36%     1.25%     1.18%        1.02%             1.50%
Ratio of interest expense to 
  average net assets                   0.02%       0.00%      0.07%     0.34%        -         -         0.02%             0.00%
                                    -------     -------    -------   -------   -------   -------      -------           -------
Ratio of total expenses to 
  average net assets                   0.67%       1.25%      1.31%     1.70%     1.25%     1.18%        1.04%             1.50% 
Ratio of net investment income to 
  average net assets                   3.37%       7.63%      8.47%     8.84%     9.89%     9.64%        3.00%             4.96%
Portfolio turnover                      111%        242%       191%      316%      134%      162%         111%              242% 
Net Assets, end of period  
  (in thousands)                    $86,994     $95,601   $111,836   $96,516   $84,039   $88,521      $ 7,305           $ 5,923
Debt outstanding at end of period 
  (in thousands) (4)                $14,079     $     0   $      0   $ 6,496         -         -      $14,079           $     0
Average daily amount of debt 
  outstanding during the period 
  (in thousands) (4)                $   885     $    70   $  2,003   $ 6,876         -         -      $   885           $    70
Average monthly number of total 
  shares outstanding during the 
  period (in thousands)              11,586      11,907     11,807    10,003         -         -       11,586            11,907
Average daily amount of debt 
  outstanding per share during the 
  period (4)                        $  0.08     $  0.01   $   0.17   $  0.69         -         -      $  0.08           $  0.01 

<FN>
(1) Financial highlights, including total return, have not been annualized.
(2) Portfolio turnover and information regarding debt outstanding are for the year ended March 31,  1994 and are not class specific.
(3) Total return does not include the effect of the initial sales charge for Class A Shares nor the contingent deferred sales 
    charge for Class B Shares.
(4) Debt outstanding consists of reverse repurchase agreements entered into during the period.

</TABLE>

See Notes to Financial Statements. 

                                                            11
<PAGE>   320
                         NOTES TO FINANCIAL STATEMENTS
             
September 30, 1994

NOTE A  --  SIGNIFICANT ACCOUNTING POLICIES
            
        Transamerica Bond Fund (the "Trust") is a diversified, open-end
management investment company  registered under the Investment Company Act of
1940, as amended. Since November 30, 1984, the Trust  has operated as a series
fund, currently issuing six series of shares. Transamerica Investment Quality 
Bond Fund (the ``Fund''), a series of the Trust, offers two classes of shares
to the public. Class A Shares are subject to an initial sales charge of up to
4.75% and a 12b-1 distribution plan and Class B Shares are  subject to a
contingent deferred sales charge and a separate 12b-1 distribution plan. The
following is a summary of significant accounting policies consistently followed
by the Fund.
            
        (1) Securities for which over-the-counter market quotations are readily
available are valued at the last sale price as reported by NASDAQ or at
quotations provided by market makers. Securities for which no sales are
reported are valued at the mean between closing bid and asked prices. Interest
rate futures contracts and options on interest rate futures are valued based on
their daily settlement price. Securities which are not traded on U.S. markets,
forward contracts, and other assets and liabilities stated in foreign  currency
are translated into U.S. dollar equivalents based on quoted exchange rates.
Securities for which market quotations are not readily available are valued at
a fair value as determined in good faith by the  Trust's Board of Trustees.
Options are valued at the last reported sale price or, if no sales are
reported, at the mean between the last reported bid and asked prices.
Short-term investments are valued at amortized  cost (original cost plus
amortized discount or accrued interest).
            
        (2) The premium paid by the Fund for the purchase of a call or put
option is recorded as an investment  and subsequently ``marked to market'' to
reflect the current market value of the option purchased. If an  option which
the Fund has purchased expires on the stipulated expiration date, the Fund
realizes a loss in the amount of the cost of the option. If the Fund enters
into a closing transaction, it realizes a gain (loss) if the proceeds from the
sale are greater (less) than the cost of the option purchased. If the Fund
exercises a put option, it realizes a gain or a loss from the sale of the
underlying security and the proceeds from such  sale will be decreased by the
premium originally paid. If the Fund exercises a call option, the cost of the 
security purchased upon exercise is increased by the premium originally paid.
            
        (3) The Fund may enter into futures contracts for delayed delivery of
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures  contracts are
maintained by the Fund's custodian in segregated asset accounts. During the 
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by ``marking to market'' on a daily
basis to reflect the market value of the contract at the  end of each day's
trading. Variation margin payments are received or made, depending on whether 
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the contract.
        
        (4) The Fund may enter into reverse repurchase agreements which involve
the sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a  fixed future date at
a fixed price plus an agreed amount of ``interest'' which may be reflected in
the repurchase price. Reverse repurchase agreements are considered to be
borrowings by the Fund and the  Fund will use the proceeds obtained from the
sale of securities to purchase other investments.
            
        (5) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, the
debt discounts are amortized using the yield-to-maturity  method. Realized
gains and losses from security transactions are determined on the basis of
identified cost for both financial reporting and federal income tax purposes.
            
        (6) Income dividends are declared daily by the Fund and paid or
reinvested at net asset value monthly.  Other distributions are recorded by the
Fund on the ex-dividend date and may be reinvested at net asset value. Income
and capital gain distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
            
        (7) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific  expenses, such as
distribution expenses, are applied to the class to which they are attributed.
            
        (8) 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.
            
        The Fund's tax year end is December 31. For federal income tax 
purposes, at December 31, 1993, the Fund had an accumulated net realized
capital loss carryforward of approximately $7,600,000 which will expire as 
follows: $3,500,000 - 1996, $1,400,000 - 1997, $1,900,000 - 1998 and $800,000 -
2000. 

                                      12
<PAGE>   321

                       NOTES TO FINANCIAL STATEMENTS  13
Continued


NOTE A  (Continued)

        (9) 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 portfolio transactions. For the six months ended
September 30, 1994, these amounts were $3,474 and $3,707, respectively.

        (10) 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.
Options and futures contracts on U.S. government securities are not issues of,
nor guaranteed by the U.S. government or its agencies.

NOTE B  --  MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES 

<TABLE>
        The Fund's management fee is paid monthly to Transamerica Fund
Management Company (TFMC) and is calculated based on the following schedule: 

<CAPTION>
            Average Daily Net Assets      Annual Rate   
            ------------------------      -----------
            <S>                             <C>
            First $75 million               0.6250%    
            Next $75 million                0.5625%    
            Over $150 million               0.5000%         
</TABLE>

        TFMC also provides administrative services to the Fund pursuant to an
administrative service agreement. During the six  months ended September 30,
1994, the Fund paid or accrued $31,539 for these services.
        During the six months ended September 30, 1994, Transamerica Fund
Distributors, Inc. (the ``Distributor''), an affiliate of TFMC, as principal
underwriter, retained $6,547 as its portion of the  commissions charged on sales
of Class A Shares of the Fund.
        The Fund paid no compensation directly to any officer. Certain officers
and a trustee of the Fund are affiliated with TFMC.
        During the six months ended September 30, 1994, the Fund paid legal fees
of $3,801 to Baker & Botts.  A partner with Baker & Botts is an officer of the
Trust.

NOTE C  --  COST, PURCHASES AND SALES OF INVESTMENT SECURITIES 

During the six months ended September 30, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $111,280,059 and
$104,100,216, respectively.
        At September 30, 1994, the identified cost of investments owned is the
same for both financial  reporting and federal income tax purposes. At September
30, 1994, the gross unrealized appreciation and gross unrealized depreciation
of investments and futures contracts for federal income tax purposes were 
$156,362 and $5,164,972, respectively. 

<TABLE>
Futures contracts which were open at September 30, 1994, were as follows: 

<CAPTION>
            Delivery                       Number of          Unrealized 
            Month/Year/Commitment          Contracts (1)      Appreciation 
            ------------------------       -------------     -------------
            <S>                            <C>               <C>
            U.S. Treasury  
              Five Year Note Futures  
              Dec/94/short                            55          $ 20,625
            U.S. Treasury  
              Ten Year Note Futures  
              Dec/94/short                            90           122,812 
                                           -------------     -------------
                                                     145          $143,437
                                           =============     =============
<FN>
(1) Each contract represents $100,000 in par value. 
</TABLE>

        At September 30, 1994, unrealized appreciation on interest receivable
for foreign securities held was $800.

NOTE D  --  PLAN OF DISTRIBUTION 

        Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund
is authorized under separate  distribution plans to finance activities related
to the distribution of its Class A and Class B Shares (the ``Class A Plan'' and
the ``Class B Plan,'' respectively). The distribution plans, together with the
initial sales charge on Class A Shares and the contingent deferred sales charge
on Class B Shares, comply with the regulations covering maximum sales charges
assessed by mutual funds distributed through securities dealers that are NASD
members.

        The Class A Plan and the Class B Plan permit each class to make payments
to the Distributor up to  0.25% 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 September 30, 1994, Class A and Class B made payments to the
Distributor of $113,874 or 0.13% and $8,358 or 0.13%, respectively, related to
the above activities. The Class B Plan also permits Class B to reimburse the
Distributor up to 0.75% annually of average daily net assets for costs related
to compensation paid to securities dealers, in

                                      13
<PAGE>   322
            
NOTES TO FINANCIAL STATEMENTS
            
Continued
            
NOTE D  (Continued)
            
place of an initial sales charge to investors, on the sale of Class B Shares.
These costs are based upon a commission payment charge of 5% of the value of
Class B Shares sold (excluding shares acquired through reinvestment) reduced by
the amount of contingent deferred sales charges (CDSC) that have been received
by the Distributor on redemptions of Class B Shares. These costs also include a
charge of interest (carrying charge) at an annual rate of 1% over the
prevailing prime rate to the extent cumulative commission payment  charges,
plus any previous carrying charges, less CDSC received by the Distributor, have
not been paid in full by the Fund. For the six months ended September 30, 1994,
Class B reimbursed the Distributor $25,342 or 0.37% for such costs. For this
period, the Distributor received $13,830 in CDSC. At September 30, 1994, the
balance of unrecovered costs was $275,000.
                  
                    ______________________________________

NOTE E  --  SHARE AND RELATED TRANSACTIONS 

<TABLE>
A summary of the share transactions follows: 

<CAPTION>            
                                                                  Six Months Ended              Year Ended
                                                             -------------------------  -------------------------
                                                                  September 30, 1994          March 31, 1994 (1)
                                                                Shares         Dollars   Shares           Dollars 
                                                             ----------     ----------  ----------    -----------
<S>                                                          <C>           <C>          <C>          <C>
Shares sold  --  Class A                                        387,077    $ 3,278,952   1,326,045   $ 12,356,583     
Shares sold  --  Class B                                        309,911      2,613,768     925,617      8,663,960  
Shares issued in reinvestment of distributions  --  Class A     240,396      2,017,292     498,008      4,601,879  
Shares issued in reinvestment of distributions  --  Class B      14,050        117,773      13,573        124,743    
Shares redeemed  --  Class A                                 (1,002,513)    (8,444,721) (2,933,145)   (27,158,357)   
Shares redeemed  --  Class B                                   (114,264)      (959,966)   (259,666)    (2,391,321)
                                                             ----------     ----------  ----------   ------------
Net decrease in shares outstanding                             (165,343)   $(1,376,902)   (429,568)  $ (3,802,513)
                                                             ==========     ==========  ==========   ============
<FN>

(1) Class B share transactions are for the period from June 30, 1993 to March 31, 1994. 

</TABLE>

<TABLE>
The components of net assets at September 30, 1994, are as follows: 
<S>                                                                                                     <C>
Capital paid-in (unlimited number of shares authorized)                                                 $116,357,663    
Accumulated net realized loss on investments, futures contracts and forward currency contracts           (17,049,734)   
Unrealized depreciation of investments and futures contracts                                              (5,008,610)
                                                                                                        ------------
Net Assets                                                                                              $ 94,299,319
                                                                                                        ============
</TABLE>
                                                        14
<PAGE>   323
                        REPORT OF INDEPENDENT AUDITORS




Shareholders and Board of Trustees
John Hancock Investment Quality Bond Fund,
a series of John Hancock Bond Fund


We have audited the accompanying statement of assets and liabilities of John
Hancock Investment Quality Bond Fund, formerly Transamerica Investment Quality
Bond Fund, a series of John Hancock Bond Fund, formerly Transamerica Bond Fund,
as of March 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 March 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 Investment Quality Bond Fund, a series of John Hancock Bond Fund at
March 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


<PAGE>   324


               ADJUSTABLE U.S. GOVERNMENT TRUST
               
                          INVESTMENTS
                           UNAUDITED

Transamerica Adjustable U.S. Government Trust (the ``Fund'') invests
substantially all of its assets in an affiliated investment company, Adjustable
U.S. Government Fund (the ``Portfolio''). The investments below are those owned
by the Portfolio. The Fund owned more than 99.99% of the Portfolio at September
30, 1994.

September 30, 1994

<TABLE>
<CAPTION>

ISSUER                                 AMOUNT                    VALUE
- ----------------------------------------------------------------------------
<S>                                    <C>                       <C>
U.S. GOVERNMENT AGENCY
OBLIGATIONS  -  88.77%

FEDERAL HOME
LOAN MORTGAGE
CORPORATION  -  35.51%
 9.500% due 12/01/01..............     $   36,478                $    37,641
11.000% due 01/01/01..............         17,425                     18,563
13.000% due 01/01/11..............         47,414                     51,563
ARMs-Adjustable Rate
 Mortgages
4.875% due 10/01/18...............        163,700                    159,863
4.979% due 05/01/17...............         13,626                     13,490
5.054% due 02/01/19...............         34,882                     33,912
5.375% due 03/01/15...............         39,483                     38,546
5.500% due 02/01/18...............        256,197                    254,916
5.625% due 05/01/16...............          7,035                      7,095
5.672% due 01/01/04...............        596,820                    594,582
5.677% due 11/01/22...............      2,452,325                  2,463,821
5.756% due 10/01/18...............        334,820                    326,032
5.951% due 03/01/19...............      2,336,160                  2,396,025
6.250% due 05/01/17...............        541,739                    535,306
6.274% due 10/01/19...............      2,580,460                  2,596,992
6.375% due 05/01/17...............         54,723                     55,134
6.625% due 05/01/17...............         90,693                     90,410
6.750% due 08/01/17...............         23,664                     23,162
6.875% due 10/01/18...............         60,035                     58,985
7.000% due 08/01/17...............        511,564                    508,048
                                                                  ----------
TOTAL FEDERAL HOME LOAN
MORTGAGE CORPORATION
(Cost $10,562,481)................                                10,264,086


FEDERAL NATIONAL MORTGAGE
ASSOCIATION - 45.79%
ARMs-Adjustable Rate
 Mortgages
4.710% due 06/01/19...............     $  311,770                $   303,538
4.875% due 12/01/17...............        246,377                    241,566
5.350% due 03/01/27...............         41,767                     41,735
5.500% due 07/01/18...............        230,509                    226,727
5.536% due 02/01/27...............        411,041                    412,904
5.625% due 04/01/16...............        582,549                    567,804
5.850% with various
 maturities to 06/01/14...........        169,334                    166,092
5.898% due 04/01/19...............         82,459                     82,459
5.928% due 04/01/23...............      5,010,584                  5,061,474
6.000% due 05/01/17...............         56,295                     54,835
6.250% due 11/01/13...............        153,518                    155,005
6.646% due 09/01/18...............      1,742,797                  1,763,493
7.000% due 07/01/16...............         47,115                     46,453
7.125% due 08/01/18...............        218,576                    214,170
7.438% due 07/01/22...............      3,543,321                  3,607,544
8.701% due 05/01/17...............        278,587                    291,995
                                                                  ----------
TOTAL FEDERAL NATIONAL
MORTGAGE ASSOCIATION
(Cost $13,484,721)................                                13,237,794
</TABLE>


                                        4

<PAGE>   325

                          INVESTMENTS

                           UNAUDITED

Continued

<TABLE>
<CAPTION>

ISSUER                                    AMOUNT                  VALUE
- -------------------------------------------------------------------------------
<S>                                       <C>                     <C>
GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION -  7.47%
 7.000% due 10/20/24..............        416,349                    415,959
 9.000% due 07/15/01..............         19,091                     19,860
10.000% with various
 maturities to 06/15/19...........        445,208                    475,287
10.500% due 06/15/16..............         47,111                     50,498
11.500% with various
 maturities to 03/20/18...........        670,255                    742,519
12.000% with various
 maturities to 07/15/15...........        339,450                    381,776
12.500% due 07/15/15..............         67,547                     72,571
                                                                     -------
TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION
(Cost $2,184,380).................                                 2,158,470
                                                                   ---------
TOTAL U.S. GOVERNMENT
AGENCY OBLIGATIONS
(Cost $26,231,582)................                                25,660,350


SHORT-TERM
OBLIGATIONS - 9.88%
REPURCHASE
AGREEMENT - 9.88%
Kidder Peabody 4.920% due
  10/03/94 (dated 09/30/94).
  Collateralized by
  $2,914,140 value, Federal
  National Mortgage
  Corporation 8.500% due
  09/01/23. (Repurchase
  proceeds $2,858,171).
(Cost $2,857,390).................      2,857,000                  2,857,390
                                                                  ----------
TOTAL INVESTMENTS -  98.65%
(Cost $29,088,972)................                                28,517,740

CASH AND OTHER ASSETS,
LESS LIABILITIES -  1.35%.........                                   389,356
                                                                  ----------
NET ASSETS,
AT VALUE - 100.00%................                               $28,907,096(A)
                                                                 ===========
<FN>

(A) Transamerica Adjustable U.S. Government Trust owned
    2,969,395 shares of Adjustable U.S. Government Fund
    valued at $28,922,297 at September 30, 1994, represent-
    ing more than 99.99% of the shares outstanding at that date.

</TABLE>





See Notes to Financial Statements.

                           5


<PAGE>   326



             TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
                  STATEMENT OF ASSETS AND LIABILITIES
                           UNAUDITED
September 30, 1994
<TABLE>
<S>                                                                                <C>     <C>
ASSETS
Investment in 2,969,395 shares of Adjustable U.S. Government Fund at value
  (Note A) (cost $29,643,095)..................................................            $28,922,297
Income dividends receivable....................................................                111,945
Deferred organization expenses.................................................                 21,809
                                                                                           -----------
Total Assets...................................................................             29,056,051

LIABILITIES
Payable for dividends..........................................................                 36,949
Payable to Investment Adviser for:
  Distribution expenses........................................................   $6,240
  Administrative fees..........................................................    4,326        10,566
                                                                                  ------
Other accrued expenses.........................................................                  9,558
                                                                                           -----------
  Total Liabilities............................................................                 57,073
                                                                                           -----------
NET ASSETS, at value, equivalent to $9.73 per share for 1,790,633
Class A Shares ($.01 par value) outstanding and $9.73 per share
for 1,188,406 Class B Shares ($.01 par value) outstanding......................            $28,998,978
                                                                                           ===========

</TABLE>

 See Notes to Financial Statements.

                           6

<PAGE>   327

                 TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
         STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
                                   UNAUDITED

STATEMENT OF OPERATIONS
Six Months Ended September 30, 1994

<TABLE>
<S>                                   <C>         <C>
INVESTMENT INCOME
Income dividends from Portfolio....               $700,544
EXPENSES(1)
Distribution expenses
  (see Note D).....................   $38,135
Administrative fees................    23,908
Transfer agent fees................    19,693
Registration fees..................     8,765
Audit fees.........................     7,267
Organization costs.................     4,851
Trustees' fees and expenses........     4,353
Shareholder reports................     2,577
Miscellaneous......................     4,222
Less: Expense reimbursement........   (36,066)      77,705
                                      --------    --------
  NET INVESTMENT INCOME..............              622,839
REALIZED AND UNREALIZED LOSS
ON INVESTMENTS
Net realized loss on investments...               (227,993)
Net change in unrealized
  depreciation of investments......               (262,586)
                                                  --------
NET REALIZED AND UNREALIZED LOSS 
  ON INVESTMENTS...................               (490,579)
                                                  --------
INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS..................               $132,260
                                                  ========
<FN>

(1)  The Fund, through its ownership of shares of the Adjustable U.S. Government
     Fund (the ``Portfolio''), also indirectly incurs the expenses of the
     Portfolio. Total Portfolio expenses were $79,081, net of $32,567 in
     reimbursed expense.
</TABLE>

See Notes to Financial Statements.


STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                     SIX MONTHS
                                       ENDED         YEAR ENDED
                                    SEPTEMBER 30,     MARCH 31,
                                         1994            1994
                                     -------------    ----------
<S>                                   <C>             <C>
OPERATIONS
Net investment income..............   $   622,839     $ 1,792,759
Net realized loss on
  investments......................      (227,993)       (210,326)
Net change in unrealized
  depreciation of
  investments......................      (262,586)       (453,740)
                                      -----------     -----------
Increase in net assets
  resulting from
  operations.......................       132,260       1,128,693
DISTRIBUTIONS TO
SHAREHOLDERS
From net investment
  income-
  Class A..........................      (423,516)     (1,297,489)
  Class B..........................      (202,922)       (495,495)
In excess of net investment
  income-
  Class A..........................        (3,320)          -
  Class B..........................       (10,818)          -
                                      -----------     -----------
Total distributions to
  shareholders.....................      (640,576)     (1,792,984)
SHARE TRANSACTIONS
Decrease in shares
  outstanding......................    (6,428,785)    (10,425,306)
                                      -----------     -----------
Decrease in net assets.............    (6,937,101)    (11,089,597)
NET ASSETS 
Beginning of period................    35,936,079      47,025,676
                                      -----------     -----------
End of period......................   $28,998,978     $35,936,079
Undistributed Net                     ===========     ===========
  Investment Income................   $         0     $     3,599
                                      ===========     ===========
</TABLE>

 See Notes to Financial Statements.
                           7
<PAGE>   328

                TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
                             FINANCIAL HIGHLIGHTS
                                  UNAUDITED
<TABLE>
<CAPTION>

                                            CLASS A SHARES                                   CLASS B SHARES
                                            --------------                                   --------------
                           SIX MONTHS                             PERIOD      SIX MONTHS                           PERIOD 
                             ENDED                                 ENDED        ENDED                               ENDED
                          SEPTEMBER 30,    YEAR ENDED MARCH 31,   MARCH 31,  SEPTEMBER 30,  YEAR ENDED MARCH 31,   MARCH 31,
                                           --------------------                             --------------------
                             1994(1)        1994        1993       1992(2)     1994(1)      1994        1993       1992(2)
                          -------------    ------      ------     ---------  -------------  -----       -----     ---------
<S>                             <C>          <C>         <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........   $  9.89      $ 10.05     $ 10.03     $ 10.00     $  9.89     $ 10.05      $ 10.03     $ 10.00
INCOME FROM    
INVESTMENT OPERATIONS
Net investment income........      0.21         0.41        0.58        0.17        0.17        0.34         0.51        0.15
Net realized and
  unrealized gain (loss)
  on investments.............    (0.16)       (0.16)        0.02        0.03      (0.15)      (0.16)         0.02        0.03
                                -------      -------     -------     -------     -------     -------      -------     -------
Total from Investment
Operations...................      0.05         0.25        0.60        0.20        0.02        0.18         0.53        0.18
LESS DISTRIBUTIONS
  Dividends from net
  investment income..........    (0.21)       (0.41)      (0.58)      (0.17)      (0.18)      (0.34)       (0.51)      (0.15)
                                -------      -------     -------     -------     -------     -------      -------     -------
Net asset value, end
  of period..................   $  9.73      $  9.89     $ 10.05     $ 10.03     $  9.73     $  9.89      $ 10.05     $ 10.03
                                =======      =======     =======     =======     =======     =======      =======     =======
TOTAL RETURN(3)..............     0.52%        2.51%       6.08%       1.96%       0.19%       1.85%        5.40%       1.80%
                                =======      =======     =======     =======     =======     =======      =======     =======
RATIOS AND
SUPPLEMENTAL DATA
Ratio of expenses to
  average net assets(4)......     0.59%        0.99%       1.05%       1.62%       0.92%       1.64%        1.70%       2.27%
Ratio of expense
  reimbursement to
  average net assets(4)......   (0.22)%      (0.24)%     (0.55)%     (1.12)%     (0.22)%     (0.24)%      (0.55)%     (1.12)%
                                -------      -------     -------     -------     -------     -------      -------     -------
Ratio of net expenses to
  average net assets(4)......     0.37%        0.75%       0.50%       0.50%       0.70%       1.40%        1.15%       1.15%
                                =======      =======     =======     =======     =======     =======      =======     =======
Ratio of net investment
  income to average
  net assets(5)..............     2.10%        4.09%       5.47%    6.47%(7)       1.77%       3.44%        4.82%    5.85%(7)
Portfolio turnover(6)........      167%         244%        186%          1%        167%        244%         186%          1%
Net Assets, end of
  period (in thousands)......   $17,430      $24,310     $33,273     $13,775     $11,569     $11,626      $13,753      $1,630

<FN>

( 1 )  Financial highlights, including total return, have not been annualized.

( 2 )  Financial highlights are for the period from December 31, 1991 (date of
       Fund's initial offering of shares to the public) to March 31, 1992, and
       the ratios have been annualized. Total return has not been annualized.

( 3 )  Total return does not include the effect of the initial sales charge for
       Class A Shares nor the contingent deferred sales charge for Class B
       Shares.

( 4 )  The expenses used in the ratios represent the total expenses of the Fund
       plus the expenses of Adjustable U.S. Government Fund (the ``Portfolio'')
       which are incurred indirectly by the Fund through the Fund's investment
       in the Portfolio. The expenses and expense reimbursement to average net
       assets for the Fund alone were 0.24% and (0.12)%, respectively for Class
       A Shares and 0.57% and (0.12)%, respectively for Class B Shares for the
       six months ended September 30, 1994, 0.40% and (0.15)%, respectively for
       Class A Shares and 1.05% and (0.15)%, respectively for Class B Shares for
       the fiscal year ended March 31, 1994, 0.43% and (0.43)%, respectively for
       Class A Shares and 1.08% and (0.43)%, respectively for Class B Shares for
       the fiscal year ended March 31, 1993 and 0.77% and (0.77)%, respectively
       (annualized) for Class A Shares and 1.42% and (0.77)%, respectively
       (annualized) for Class B Shares for the period ended March 31, 1992.

( 5 )  The ratio for the Portfolio was 2.27% for the six months ended September
       30, 1994, 4.29% for the year ended March 31, 1994, 5.53% for the year
       ended March 31, 1993 and 6.85%, annualized, for the period ended March
       31, 1992.

( 6 )  Portfolio turnover presented above represents the turnover of the
       Portfolio.

( 7 )  The ratio of net investment income to average net assets for this period
       was computed based on paid shares since only paid shares are entitled to
       receive dividends from net investment income.

</TABLE>

See Notes to Financial Statements.

                           8
<PAGE>   329

                TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
                        NOTES TO FINANCIAL STATEMENTS
                                  UNAUDITED

September 30, 1994

NOTE A-SIGNIFICANT ACCOUNTING POLICIES

        Transamerica Bond Fund (TBF) is a diversified open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, TBF has operated as a series fund, currently
issuing six series of shares. Transamerica Adjustable U.S. Government Trust
(the ``Fund''), a series of TBF, offers two classes of shares to the public.
Class A Shares are subject to an initial sales charge of up to 3.50% and a
12b-1 distribution plan. Class B Shares are subject to a contingent deferred
sales charge and a separate 12b-1 distribution plan. The Fund invests
substantially all of its assets in Adjustable U.S. Government Fund (the
``Portfolio''), another series of TBF having the same investment objective as
the Fund. Because the Fund invests substantially all of it assets in shares of
the Portfolio, certain Portfolio information, including the Fund's share of
Portfolio expenses, is included in these notes and elsewhere in the financial
statements. At September 30, 1994, the Fund owned more than 99.99% of the
shares of the Portfolio. The following is a summary of significant accounting
policies consistently followed by the Fund and the Portfolio.

      (1) At present, the Fund's only investment is shares of the Portfolio
which are valued daily at the net asset value of the Portfolio at the close of
trading on the NYSE. The Portfolio values its investment securities, for which
over-the-counter market quotations are readily available, at the last reported
bid price or at quotations provided by market makers. Investment securities for
which market quotations are not readily available are valued at a fair value as
determined in good faith by TBF's Board of Trustees. Short-term investments are
valued at amortized cost (original cost plus amortized discount or accrued
interest.)

     (2) Security transactions are accounted for on the trade date. 
Realized gains and losses from security transactions are determined on the
basis of identified cost for both financial reporting and federal income tax
purposes. Portfolio interest income is accrued daily and debt discounts are
amortized using the straight-line method. Fund income dividends, on its
investment in the Portfolio, are accrued daily.

     (3) Dividends of the Fund and the Portfolio are declared daily and paid
or reinvested at the applicable net asset value monthly. Income and capital
gain distributions are determined in accordance with income tax regulations
which may differ from generally accepted accounting principles.

     (4) No provisions for federal income taxes have been made since the
Fund and the Portfolio intend to distribute all taxable income and profits to
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.

     The Fund and the Portfolio have a December 31 tax year end. For federal
income tax purposes, at December 31, 1993, the Fund had an accumulated net
realized capital loss carryforward of $107,000, which will expire in 2001.

     (5) Because the interest rate on adjustable rate securities generally
moves in the same direction as market interest, the market value of these
securities tends to be more stable than long-term fixed rate debt securities.
However, the income earned on these securities will fluctuate to a greater
degree, directly impacting net income and dividends available to shareholders.

     (6) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.

NOTE B-MANAGEMENT AND ADMINISTRATIVE
FEES AND OTHER TRANSACTIONS WITH
AFFILIATES

Transamerica Fund Management Company (TFMC) serves as Investment
Adviser to the Portfolio and as Administrator to the Fund.

     For Investment Advisory services, the Fund pays TFMC total indirect and
direct fees at an annual rate of 0.50% of the Fund's average daily net assets.
Of this amount, 0.40% represents Investment Advisory fees paid by the Portfolio
and indirectly by the Fund through its investment in the Portfolio. During the
six months ended September 30, 1994, the Portfolio paid or accrued $63,193 for
these services. The remaining 0.10% is for Administrative fees paid directly by
the Fund, which amounted to $15,811 for the six months ended September 30,
1994.

     TFMC has voluntarily agreed to waive fees and assume normal operating
expenses through March 31, 1995, such that the aggregate expenses of the Fund
and the Portfolio do not exceed, on an annual basis, 0.75% and 1.40% of the
average net assets of Class A and Class B Shares, respectively. For the six
months ended September 30, 1994, TFMC reimbursed the Fund $36,066 and the
Portfolio $32,567 pursuant to this agreement.

     In addition, the Fund and the Portfolio reimburse TFMC pursuant to a
separate Accounting Services and Shareholder Services Agreement for actual
expenses incurred in providing certain accounting and bookkeeping services. 
During the

                                      9
<PAGE>   330

             TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
                 NOTES TO FINANCIAL STATEMENTS
                                  UNAUDITED

Continued

NOTE B  (Continued)

six months ended September 30, 1994, the Fund and the Portfolio paid or accrued
$6,929 and $13,283, respectively, to TFMC for these services.

     During the six months ended September 30, 1994, Transamerica Fund
Distributors, Inc. (the ``Distributor''), an affiliate of TFMC, as principal
underwriter, retained $2,963 as its portion of the commissions charged on sales
of Class A Shares of the Fund.

     The Fund and Portfolio paid no compensation directly to any officer.
Certain officers and a trustee of TBF are affiliated with TFMC.

     During the six months ended September 30, 1994, the Fund and the Portfolio
paid legal fees of $1,262 to Baker & Botts. A partner with Baker & Botts is an
officer of TBF.

NOTE C-COST, PURCHASES AND SALES OF
INVESTMENT SECURITIES

During the six months ended September 30, 1994, the Fund purchased and redeemed
Portfolio shares at net asset value aggregating $4,282,819 and $10,697,481,
respectively.

     At September 30, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At
September 30, 1994, the gross unrealized appreciation and gross unrealized
depreciation of investments in the Portfolio, for federal income tax purposes,
were $2,250 and $573,482, respectively.

NOTE D-PLAN OF DISTRIBUTION

Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized under separate distribution plans to finance activities related to
the distribution of its Class A and Class B Shares (the ``Class A Plan'' and the
``Class B Plan,'' respectively). The distribution plans, together with the
initial sales charge on Class A Shares and the contingent deferred sales charge
on Class B Shares, comply with the regulations covering maximum sales charges
assessed by mutual funds distributed through securities dealers that are NASD
members.

     The Class A Plan and the Class B Plan permit each class to make payments to
the Distributor up to 0.25% 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 September 30, 1994, Class A and Class B made no payments to the
Distributor related to the above activities.

     The Class B Plan also permits Class B to reimburse the Distributor up to
0.65% annually of average daily net assets for costs related to compensation
paid to securities dealers, in place of an initial sales charge to investors, on
the sale of Class B Shares. These costs are based upon a commission payment
charge of 3% of the value of Class B Shares sold (excluding shares acquired
through reinvestment) reduced by the amount of contingent deferred sales charges
(CDSC) that have been received by the Distributor on redemptions of Class B
Shares. These costs also include a charge of interest (carrying charge) at an
annual rate of 1% over the prevailing prime rate to the extent cumulative
commission payment charges, plus any previous carrying charges, less CDSC
received by the Distributor, have not been paid in full by the Fund. For the six
months ended September 30, 1994, Class B reimbursed the Distributor $38,135 or
0.33% for such costs. For the six months ended September 30, 1994, the
Distributor received $22,436 in CDSC. At September 30, 1994, the balance of
unrecovered costs was $327,634.

NOTE E-ORGANIZATION

TBF was organized as a multi-series Massachussetts business trust on November
29, 1984. The Fund and the Portfolio, series of TBF, were authorized by the
Board of Trustees on October 22, 1991. Each series of TBF has an unlimited
number of shares authorized. The Fund and the Portfolio commenced operations on
December 31, 1991.

     The organization expenses of the Fund and the Portfolio have been deferred
and are being amortized over a period during which it is expected that a benefit
will be realized, but not longer than five years from the date of commencement
of operations.

                           10
<PAGE>   331

                TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
                        NOTES TO FINANCIAL STATEMENTS
                                  UNAUDITED

Continued

NOTE F-SHARE AND RELATED TRANSACTIONS

A summary of share transactions follows:
<TABLE>
<CAPTION>

                                                                       SIX MONTHS ENDED            YEAR ENDED
                                                                      SEPTEMBER 30, 1994          MARCH 31, 1994
                                                                      ------------------       --------------------
                                                                      SHARES       DOLLARS       SHARES      DOLLARS 
                                                                      -------     --------       -------     --------
<S>                                                                  <C>        <C>            <C>          <C>
Shares sold-Class A................................................   230,735   $ 2,272,855     2,545,099    $25,521,547
Shares sold-Class B................................................   169,985     1,667,889       604,333      6,069,244
Shares issued in reinvestment of distributions-Class A.............    27,251       266,880        91,861        920,605
Shares issued in reinvestment of distributions-Class B.............    13,784       134,949        32,414        324,874
Shares redeemed-Class A............................................  (925,729)   (9,097,142)   (3,489,129)   (34,952,816)
Shares redeemed-Class B............................................  (170,526)  $(1,674,216)     (829,920)    (8,308,760)
                                                                     --------   -----------     ----------   -----------
Net decrease in shares outstanding.................................  (654,500)  $(6,428,785)   (1,045,342)   $(10,425,306)
                                                                     ========   ===========     =========    ============
</TABLE>

The components of net assets at September 30, 1994, are as follows:
<TABLE>
<S>                                                                                                       <C>
Capital paid-in.........................................................................................  $30,215,045
Accumulated net realized loss on investments............................................................     (495,269)
Net unrealized depreciation of investments..............................................................     (720,798)
                                                                                                          -----------
NET ASSETS..............................................................................................  $28,998,978
                                                                                                          ===========
</TABLE>

                           11
<PAGE>   332


                ADJUSTABLE U.S. GOVERNMENT FUND
                    SCHEDULE OF INVESTMENTS
                           UNAUDITED

September 30, 1994
<TABLE>
<CAPTION>

                                      FACE
ISSUER                               AMOUNT          VALUE 
- ------------------------------------------------------------
<S>                                  <C>          <C>
U.S. GOVERNMENT AGENCY
- ----------------------
OBLIGATIONS-88.77%
- ------------------
FEDERAL HOME
LOAN MORTGAGE
CORPORATION-35.51%
 9.500% due 12/01/01...............  $   36,478   $   37,641
11.000% due 01/01/01...............      17,425       18,563
13.000% due 01/01/11...............      47,414       51,563
ARMs-Adjustable Rate
  Mortgages
 4.875% due 10/01/18...............     163,700      159,863
 4.979% due 05/01/17...............      13,626       13,490
 5.054% due 02/01/19...............      34,882       33,912
 5.375% due 03/01/15...............      39,483       38,546
 5.500% due 02/01/18...............     256,197      254,916
 5.625% due 05/01/16...............       7,035        7,095
 5.672% due 01/01/04...............     596,820      594,582
 5.677% due 11/01/22...............   2,452,325    2,463,821
 5.756% due 10/01/18...............     334,820      326,032
 5.951% due 03/01/19...............   2,336,160    2,396,025
 6.250% due 05/01/17...............     541,739      535,306
 6.274% due 10/01/19...............   2,580,460    2,596,992
 6.375% due 05/01/17...............      54,723       55,134
 6.625% due 05/01/17...............      90,693       90,410
 6.750% due 08/01/17...............      23,664       23,162
 6.875% due 10/01/18...............      60,035       58,985
 7.000% due 08/01/17...............     511,564      508,048
                                                  ----------

TOTAL FEDERAL HOME LOAN
MORTGAGE CORPORATION
(Cost $10,562,481).................               10,264,086


FEDERAL NATIONAL MORTGAGE
ASSOCIATION-45.79%
ARMs-Adjustable Rate
  Mortgages
 4.710% due 06/01/19...............     311,770      303,538
 4.875% due 12/01/17...............     246,377      241,566
 5.350% due 03/01/27...............      41,767       41,735
 5.500% due 07/01/18...............     230,509      226,727
 5.536% due 02/01/27...............     411,041      412,904
 5.625% due 04/01/16...............     582,549      567,804
 5.850% with various
  maturities to 06/01/14...........     169,334      166,092
 5.898% due 04/01/19...............      82,459       82,459
 5.928% due 04/01/23...............   5,010,584    5,061,474
 6.000% due 05/01/17...............      56,295       54,835
 6.250% due 11/01/13...............     153,518      155,005
 6.646% due 09/01/18...............   1,742,797    1,763,493
 7.000% due 07/01/16...............      47,115       46,453
 7.125% due 08/01/18...............     218,576      214,170
 7.438% due 07/01/22...............   3,543,321    3,607,544
 8.701% due 05/01/17...............     278,587      291,995
                                                  ----------
TOTAL FEDERAL NATIONAL
MORTGAGE ASSOCIATION
(Cost $13,484,721).................               13,237,794

GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION-7.47%
 7.000% due 10/20/24...............     416,349      415,959
 9.000% due 07/15/01...............      19,091       19,860
10.000% with various
  maturities to 06/15/19...........     445,208      475,287
10.500% due 06/15/16...............      47,111       50,498
11.500% with various
  maturities to 03/20/18...........     670,255      742,519
12.000% with various
  maturities to 07/15/15...........     339,450      381,776
12.500% due 07/15/15...............      67,547       72,571
                                                  ----------
TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION
(Cost $2,184,380)..................                2,158,470
                                                  ----------
TOTAL U.S. GOVERNMENT 
AGENCY OBLIGATIONS
(Cost $26,231,582).................               25,660,350

</TABLE>

                           12
<PAGE>   333

                ADJUSTABLE U.S. GOVERNMENT FUND
                    SCHEDULE OF INVESTMENTS
                           UNAUDITED

Continued
<TABLE>
<CAPTION>
                                     FACE
ISSUER                              AMOUNT           VALUE
- ------------------------------------------------------------
<S>                                   <C>          <C>
SHORT-TERM
- ----------
OBLIGATIONS-9.88%
- -----------------
REPURCHASE
- ----------
AGREEMENT-9.88%
- ---------------
Kidder Peabody 4.920% due
  10/03/94 (dated 09/30/94).
  Collateralized by
  $2,914,140 value, Federal
  National Mortgage
  Corporation 8.500% due
  09/01/23. (Repurchase
  proceeds $2,858,171).
(Cost $2,857,390)..................   2,857,000    2,857,390
                                                 -----------
TOTAL INVESTMENTS-98.65%
(Cost $29,088,972).................               28,517,740

CASH AND OTHER ASSETS,
LESS LIABILITIES-1.35%.............                  389,356
                                                 -----------

NET ASSETS, at value,
  equivalent to $9.73 per
  share for 2,969,407
  shares ($.01 par value)
  outstanding-100.00%..............              $28,907,096
                                                 ===========
</TABLE>

See Notes to Financial Statements.

                           13
<PAGE>   334


                       ADJUSTABLE U.S. GOVERNMENT FUND
                     STATEMENT OF ASSETS AND LIABILITIES
                                  UNAUDITED

<TABLE>
<S>                                                                     <C>               <C>
ASSETS
Investments at value (cost $29,088,972)..............................                     $28,517,740
Receivable for:
  Investments sold...................................................   $5,401,029
  Interest...........................................................      179,575          5,580,604
                                                                        ----------        
Deferred organization expenses.......................................                           7,534
                                                                                          -----------   
  Total Assets.......................................................                      34,105,878

LIABILITIES
Payable for:
  Investments purchased..............................................    5,061,024
  Dividends..........................................................      111,945          5,172,969
                                                                        ----------         ----------
Payable to Investment Adviser for:
  Management fees....................................................        6,151
  Accounting service fees............................................        2,212              8,363
                                                                        ----------
Other accrued expenses...............................................                          11,061
Other liabilities....................................................                           6,389
                                                                                          -----------
  Total Liabilities..................................................                       5,198,782
                                                                                          -----------
NET ASSETS, at value, equivalent to $9.73 per share for
  2,969,407 shares ($.01 par value) outstanding......................                     $28,907,096
                                                                                          ===========
</TABLE>

See Notes to Financial Statements.

                           14
<PAGE>   335

                       ADJUSTABLE U.S. GOVERNMENT FUND
        STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
                                  UNAUDITED

STATEMENT OF OPERATIONS
Six Months Ended September 30, 1994

<TABLE>
<S>                                   <C>           <C>
INVESTMENT INCOME
Interest...........................                 $ 793,265

EXPENSES
Management fees....................   $  63,193
Accounting service fees............      18,331
Custodian fees.....................      15,688
Audit and legal fees...............       8,852
Shareholder reports................       2,169
Organization costs.................       1,674
Miscellaneous......................       1,741
Less: Expense reimbursement........     (32,567)       79,081
                                      ---------     ---------
  NET INVESTMENT INCOME............                   714,184

REALIZED AND UNREALIZED LOSS
ON INVESTMENTS
Net realized loss on investments...                  (391,427)
Net change in unrealized
  depreciation of investments......                  (121,304)
                                                    ---------
NET REALIZED AND UNREALIZED LOSS 
  ON INVESTMENTS...................                  (512,731)
                                                    ---------
INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS..................                $ 201,453
                                                   =========
</TABLE>


See Notes to Financial Statements.


STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                      SIX MONTHS
                                        ENDED         YEAR ENDED
                                     SEPTEMBER 30,    MARCH 31,
                                         1994            1994
                                     -------------   -----------
<S>                                   <C>            <C>
OPERATIONS
Net investment income..............   $   714,184    $  1,973,460
Net realized loss on
  investments......................      (391,427)       (143,030)
Net change in unrealized
  depreciation of
  investments......................      (121,304)       (492,360)
                                      -----------    ------------
Increase in net assets
  resulting from
  operations.......................       201,453       1,338,070

DISTRIBUTIONS TO 
SHAREHOLDERS
From net investment
  income...........................      (700,540)     (1,997,044)
In excess of net investment
  income...........................             -          (4,028)
                                      -----------    ------------
Total distributions to
  shareholders.....................      (700,540)     (2,001,072)
SHARE TRANSACTIONS  
Decrease in shares
  outstanding......................    (6,414,662)    (10,389,677)
                                      -----------    ------------
Decrease in net assets.............    (6,913,749)    (11,052,679)

NET ASSETS

Beginning of period................    35,820,845      46,873,524
                                      -----------    ------------
End of period......................   $28,907,096    $ 35,820,845
                                      ===========    ============
Undistributed Net
  Investment Income................   $     9,616    $          0
                                      ===========    ============

</TABLE>

See Notes to Financial Statements.

                           15
<PAGE>   336

                       ADJUSTABLE U.S. GOVERNMENT FUND
                             FINANCIAL HIGHLIGHTS
                                  UNAUDITED

<TABLE>
<CAPTION>

                                                     SIX MONTHS                                PERIOD
                                                       ENDED            YEAR ENDED MARCH 31,    ENDED
                                                    SEPTEMBER 30,       --------------------   MARCH 31,
                                                         1994(1)          1994       1993       1992(2)
                                                     ------------       --------    --------   ---------
<S>                                                        <C>         <C>         <C>         <C>
Per share income and capital changes for a share
  outstanding during each period:
Net asset value, beginning of period....................   $   9.89    $  10.05    $  10.03    $  10.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income...................................       0.22        0.43        0.58        0.17
Net realized and unrealized gain (loss) on
  investments...........................................     (0.16)      (0.15)        0.02        0.03
                                                           -------     -------      -------    --------

  Total from Investment Operations......................       0.06        0.28        0.60        0.20

LESS DISTRIBUTIONS 
Dividends from net investment income....................     (0.22)      (0.44)      (0.58)      (0.17)
                                                           --------    --------    --------    --------
Net asset value, end of period..........................   $   9.73    $   9.89    $  10.05    $  10.03
                                                           ========    ========    ========    ========
TOTAL RETURN............................................      0.69%       2.77%       6.08%       1.96%
                                                           ========    ========    ========    ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets.................     0.35%        0.59%       0.62%       0.85%
Ratio of expense reimbursement to average net assets....   (0.10)%      (0.09)%     (0.12)%     (0.35)%
                                                          --------     --------    --------    --------
Ratio of net expenses to average net assets.............     0.25%        0.50%      0.50%        0.50%
                                                          ========     ========    ========    ========
Ratio of net investment income to average net assets....     2.27%        4.29%       5.53%    6.85%(3)
Portfolio turnover......................................      167%         244%        186%          1%
Net Assets, end of Period (in thousands)................  $ 28,907     $ 35,821    $ 46,874    $ 15,348
<FN>

( 1 )  Financial highlights, including total return, have not been annualized.

( 2 )  Financial highlights are for the period from December 31, 1991 (date of
       Portfolio's initial offering of shares to the public) to March 31, 1992,
       and the ratios have been annualized. Total return has not been
       annualized.

( 3 )  The ratio of net investment income to average net assets for this period
       was computed based on paid shares since only paid shares are entitled to
       receive dividends from net investment income.

</TABLE>

See Notes to Financial Statements.

                           16
<PAGE>   337


                ADJUSTABLE U.S. GOVERNMENT FUND
                 NOTES TO FINANCIAL STATEMENTS

September 30, 1994

NOTE A-SIGNIFICANT ACCOUNTING POLICIES

Transamerica Bond Fund (TBF) is a diversified open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, TBF has operated as a series fund, currently
issuing six series of shares. Adjustable U.S. Government Fund (the
``Portfolio'') and Transamerica Adjustable U.S. Government Trust (the ``Fund'')
are both series of TBF. Substantially all of the shares issued by the Portfolio
are held by the Fund. The following is a summary of significant accounting
policies consistently followed by the Portfolio.

     (1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided by
market makers. Securities for which market quotations are not readily available
are valued at a fair value as determined in good faith by TBF's Board of
Trustees. Short-term investments are valued at amortized cost (original cost
plus amortized discount or accrued interest).

     (2) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, debt
discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified cost
for both financial reporting and federal income tax purposes.

     (3) 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.

     (4) Dividends of the Portfolio are computed daily and reinvested in
Portfolio shares or paid to shareholders monthly. Income and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles.

     (5) No provision for federal income taxes has been made since it is the
Portfolio'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.

The Portfolio's tax year end is December 31. For federal income tax purposes, at
December 31, 1993, the Portfolio had an accumulated net realized capital loss
carryforward of approximately $79,000. The loss carryforward will expire as
follows: $56,000 - 2000 and $23,000 - 2001.

     (6) The Portfolio 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 portfolio transactions. For the six months
ended September 30, 1994, these amounts were $3,362 and $7,982, respectively.

     (7) With respect to U.S. government and U.S. government agency securities
in which the Portfolio 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.

     (8) Because the interest rate on adjustable rate securities generally moves
in the same direction as market interest, the market value of these securities
tends to be more stable than long-term fixed rate debt securities. However, the
income earned on these securities will fluctuate to a greater degree, directly
impacting net income and dividends available to shareholders.

NOTE B-MANAGEMENT FEE AND OTHER
TRANSACTIONS WITH AFFILIATES

The Portfolio's management fee is payable monthly to Transamerica Fund
Management Company (TFMC). The management fee is calculated monthly at an annual
rate of 0.40 of 1% on the average daily net assets of the Portfolio.

     TFMC voluntarily agreed to reimburse the Portfolio for all normal operating
expenses in excess of 0.50%, on an annual basis, of the Portfolio's average
daily net assets, through March 31, 1995. For the six months ended Sep- tember
30, 1994, TFMC reimbursed the Portfolio $32,567 pursuant to this agreement.

     TFMC also provides certain accounting and bookkeeping services to the
Portfolio pursuant to an accounting services agreement. During the six months
ended September 30, 1994, the Portfolio paid or accrued $13,283 to TFMC for
these services.

     The Portfolio paid no compensation directly to any officer. Certain
officers and a trustee of TBF are affiliated with TFMC.

     During the six months ended September 30, 1994, the Portfolio paid legal
fees of $631 to Baker & Botts. A partner with Baker & Botts is an officer of
TBF.

                           17
<PAGE>   338

                ADJUSTABLE U.S. GOVERNMENT FUND
                 NOTES TO FINANCIAL STATEMENTS
                           UNAUDITED

Continued

NOTE C-COST, PURCHASES AND SALES OF
INVESTMENT SECURITIES

During the six months ended September 30, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $49,680,309 and
$55,812,431, respectively.

     At September 30, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At
September 30, 1994, the gross unrealized appreciation and gross unrealized
depreciation of investments for federal income tax purposes were $2,250 and
$573,482, respectively.

NOTE D-ORGANIZATION

     TBF was organized as a multi-series Massachussetts business trust on
November 29, 1984. The Portfolio, a series of TBF, was authorized by the Board
of Trustees on October 22, 1991. Each series of TBF has an unlimited number of
shares authorized. The Portfolio commenced operations on December 31, 1991.

     The organization expenses of the Portfolio have been deferred and are
being amortized over a period during which it is expected that a benefit will be
realized, but not longer than five years from the date of commencement of
operations.

NOTE E-SHARE AND RELATED TRANSACTIONS

A summary of share transactions follows:
<TABLE>
<CAPTION>

                                                          SIX MONTHS ENDED                YEAR ENDED
                                                         SEPTEMBER 30, 1994             MARCH 31, 1994
                                                        ----------------------        ---------------------
                                                        SHARES        DOLLARS         SHARES         DOLLARS
                                                        -------       --------        -------       --------
<S>                                                    <C>           <C>             <C>           <C>
Shares sold.........................................      435,266    $ 4,282,819      3,000,982    $ 30,100,940
Shares redeemed.....................................   (1,088,473)   (10,697,481)    (4,043,184)    (40,490,617)
                                                       ----------    -----------     ----------     -----------
Net decrease in shares outstanding..................     (653,207)   $(6,414,662)    (1,042,202)   $(10,389,677)
                                                       ==========    ===========     ==========    ============
</TABLE>

The components of net assets at September 30, 1994,
 are as follows:
<TABLE>
<S>                                                                                              <C>
Capital paid-in................................................................................  $ 30,130,950
Undistributed net investment income............................................................         9,616
Accumulated net realized loss on investments...................................................      (662,238)
Net unrealized depreciation of investments.....................................................      (571,232)
                                                                                                 ------------
NET ASSETS.....................................................................................  $ 28,907,096
                                                                                                 ============
</TABLE>


                           18

<PAGE>   339
<TABLE>
          TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST INVESTMENTS
           
Transamerica Adjustable U.S. Government Trust (the "Fund") invests      
substantially all of its assets in an affiliated investment company, 
Adjustable U.S. Government Fund (the "Portfolio"). The investments  below are
those owned by the Portfolio. The financial statements of the  Portfolio have
been audited by Ernst & Young as set forth in their  report included elsewhere
herein. The Fund owned more than 99.99% of  the Portfolio at March 31, 1994.
         
March 31, 1994

<CAPTION>
                                                                                      FACE
ISSUER                                                                               AMOUNT       VALUE 
- -----------------------------------------------------------------------------------------------------------            
<S>                                                                                <C>          <C>
U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS - 90.16%          
- ---------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION  -  34.56%         
   9.500% due 12/01/01 .........................................................   $   46,447   $    48,615       
  11.000% due 01/01/01 .........................................................       28,401        30,483        
  13.000% due 01/01/11 .........................................................       66,362        73,580       
ARMs - Adjustable Rate Mortgages          
   3.567% due 12/01/23 .........................................................    1,667,208     1,682,318      
   4.750% due 08/01/17 .........................................................       25,998        25,925         
   5.000% due 08/01/17 .........................................................      558,566       569,039        
   5.071% due 05/01/17 .........................................................       15,753        15,911         
   5.125% with various maturities to 05/01/15 ..................................      349,355       349,891        
   5.129% due 02/01/19 .........................................................       39,364        39,020         
   5.375% with various maturities to 09/01/17 ..................................    1,299,422     1,323,316      
   5.500% with various maturities to 02/01/18 ..................................      535,413       542,029        
   5.502% due 01/01/04 .........................................................      631,692       634,654        
   5.576% due 10/01/19 .........................................................    2,800,455     2,881,406      
   5.587% due 05/01/22 .........................................................      346,626       344,569        
   5.625% due 05/01/16 .........................................................        7,607         7,814          
   5.632% due 09/01/22 .........................................................      421,937       425,827        
   5.650% due 03/01/19 .........................................................    2,570,851     2,664,045     
   5.750% due 05/01/17 .........................................................       92,554        93,856         
   5.996% due 10/01/18 .........................................................      512,933       508,686        
   6.625% due 05/01/17 .........................................................       55,266        56,924         
   6.875% due 10/01/18 .........................................................       60,444        60,482
                                                                                                 ----------
TOTAL FEDERAL HOME LOAN MORTGAGE CORPORATION                                                    
(Cost $12,546,281) .............................................................                 12,378,390                 
                                                                                                 
FEDERAL NATIONAL MORTGAGE ASSOCIATION  -  29.55%          
ARMS - ADJUSTABLE RATE MORTGAGES          
   3.380% due 11/01/23 .........................................................    2,057,889     2,054,031    
   3.418% due 11/01/23 .........................................................      871,508       870,692        
   3.483% due 11/01/23 .........................................................    1,061,133     1,065,113      
   4.936% due 06/01/19 .........................................................      441,408       439,271        
   5.000% with various maturities to 06/01/17 ..................................      905,850       928,707        
   5.125% due 05/01/17 .........................................................       58,572        58,042         
   5.250% due 12/01/17 .........................................................      261,483       262,015        
   5.390% due 03/01/27 .........................................................       41,947        42,911         
   5.530% due 02/01/27 .........................................................      414,855       426,589        
   5.625% with various maturities to 07/01/18 ..................................      856,817       859,755     
   5.628% due 09/01/18 .........................................................    1,916,050     1,972,933      
   5.750% due 07/01/18 .........................................................      232,457       232,930        
   5.850% with various maturities to 06/01/14 ..................................      172,026       173,374        
   6.028% due 04/01/19 .........................................................      117,269       117,270        
   6.250% due 11/01/13 .........................................................      186,178       191,473        
   6.508% due 12/01/17 .........................................................      334,603       333,244        
   6.750% due 08/01/18 .........................................................      220,171       220,963        
   8.952% due 05/01/17 .........................................................      317,833       336,506                         
                                                                                                 ----------
TOTAL FEDERAL NATIONAL MORTGAGE ASSOCIATION        
(Cost $10,699,420) .............................................................                 10,585,819
                                                                                                 
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION  -  19.26%         
   9.000% due 07/15/01 .........................................................       22,018        23,428        
                                                                                                 

</TABLE>


                                      4
<PAGE>   340
<TABLE>
            TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST INVESTMENTS 

Continued
<CAPTION>

                                                                                      FACE
ISSUER                                                                               AMOUNT       VALUE 
- -----------------------------------------------------------------------------------------------------------            
<S>                                                                                <C>          <C>
  10.000% with various maturities to 09/15/17 ..................................      561,372       606,564       
  10.500% due 06/15/16 .........................................................       47,464        51,410        
  11.000% with various maturities to 12/15/15 ..................................    1,336,738     1,511,350     
  11.500% with various maturities to 03/20/18 ..................................      265,029       298,123       
  12.000% with various maturities to 08/15/15 ..................................      498,906       566,727       
  12.500% due 07/15/15 .........................................................       68,212        73,989      
ARMs - Adjustable Rate Mortgages      
   6.500% due 05/20/23 .........................................................    2,685,999     2,722,932      
   6.750% due 03/20/16 .........................................................    1,047,831     1,045,212
                                                                                                -----------
TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION          
(Cost $7,056,364) ..............................................................                  6,899,735            
                                                                                                
U.S. TREASURY NOTES  -  6.79%            
   4.625% due 02/29/96 .........................................................    2,000,000     1,981,460  
   5.375% due 04/30/94 (A) .....................................................      450,000       450,571 
                                                                                                -----------
TOTAL U.S. TREASURY NOTES      
(Cost $2,443,838) ..............................................................                  2,432,031 
                                                                                                -----------
TOTAL U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS      
(Cost $32,745,903) .............................................................                 32,295,975             

SHORT-TERM OBLIGATIONS  -  9.44%         
- --------------------------------
REPURCHASE AGREEMENT  -  9.44%           
Morgan Stanley 3.600% due 04/04/94 (dated 03/31/94). Collateralized by 
  $3,450,619 value, Federal Home Loan Mortgage Corporation ARM 5.129% 
  due 03/01/19. (Repurchase proceeds $3,384,353).       
(Cost $3,383,338) ..............................................................    3,383,000     3,383,338
                                                                                                -----------
TOTAL INVESTMENTS - 99.60%       
(Cost $36,129,241) .............................................................                 35,679,313          
CASH AND OTHER ASSETS, LESS LIABILITIES  -  0.40% ..............................                    141,532
                                                                                                -----------
NET ASSETS, AT VALUE - 100.00%  ................................................                $35,820,845(B)  
                                                                                                ===========
<FN>
(A)   Long-term obligations that will mature in less than  one year.
         
(B)   Transamerica Adjustable U.S. Government Trust owned 3,622,603 
      shares of Adjustable U.S. Government Fund valued at $35,827,542 at 
      March 31, 1994, representing more than 99.99% of the shares outstanding 
      at that date.
</TABLE>

See Notes to Financial Statements.
                                                5
<PAGE>   341

<TABLE>
         
                TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST 

                    STATEMENT OF ASSETS AND LIABILITIES


          
March 31, 1994
<S>                                                    <C>      <C>
ASSETS      
Investment in 3,622,603 shares of Adjustable U.S.
  Government Fund at value (Note A)
  (cost $36,285,754) ..............................             $35,827,542        
Income dividends receivable .......................                 139,437       
Deferred organization expenses ....................                  26,660                               
TOTAL ASSETS ......................................              35,993,639          
                                                                -----------
LIABILITIES       
Payable for dividends .............................                  38,048      
Payable to Investment Adviser for:         
  Distribution expenses ...........................    $6,314      
  Management fees .................................     3,115          
  Administrative fees .............................     2,027        11,456
                                                       ------   
Other accrued expenses ............................                   8,056       
                                                                -----------
TOTAL LIABILITIES .................................                  57,560       
                                                                -----------
NET ASSETS, at value, equivalent to $9.89 per
  share for 2,458,376 Class A Shares ($.01
  par value) outstanding and $9.89 per share 
  for 1,175,163 Class B Shares ($.01 par value)
  outstanding .....................................             $35,936,079                     
                                                                ===========
</TABLE>
See Notes to Financial Statements.

                                        6
<PAGE>   342
                TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST 
         STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
STATEMENT OF OPERATIONS
Year Ended March 31, 1994
<S>                                               <C>        <C>
INVESTMENT INCOME       
Income dividends from Portfolio ................             $2,001,073          

EXPENSES (1)          
Distribution expenses (see Note D) .............  $ 93,843       
Administrative fees ............................    64,112        
Transfer agent fees ............................    37,299        
Registration fees ..............................    31,727        
Shareholder reports ............................    14,230        
Trustees' fees and expenses ....................    10,518        
Audit and legal fees ...........................    10,190        
Organization costs .............................     9,691         
Miscellaneous ..................................     5,659         
Less: Expense reimbursement ....................   (68,955)     208,314                             
                                                  --------   ----------
  NET INVESTMENT INCOME ........................              1,792,759           

REALIZED AND UNREALIZED LOSS ON INVESTMENTS       
Net realized loss on investments ...............               (210,326)         
Net change in unrealized depreciation of
 investments ...................................               (453,740)                           
                                                             ----------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS.               (664,066)                                 
                                                             ----------
INCREASE IN NET ASSETS RESULTING FROM 
  OPERATIONS ...................................             $1,128,693                     
                                                             ==========
<FN>         
(1)   The Fund, through its ownership of shares of the Adjustable 
      U.S. Government Fund (the "Portfolio"),  also indirectly incurs 
      the expenses of the Portfolio. Total Portfolio expenses were 
      $230,383, net of $41,770 in reimbursed expense.
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                 YEAR ENDED MARCH 31,
                                            -----------------------------
                                                1994             1993  
                                            ------------     ------------
<S>                                         <C>              <C>
OPERATIONS                                 
Net investment income ...................   $  1,792,759     $  1,639,251       
Net realized loss on investments ........       (210,326)         (57,613)       
Net change in unrealized depreciation of
 investments ............................       (453,740)          10,046                              
                                            ------------     ------------
Increase in net assets resulting from 
 operations .............................      1,128,693        1,591,684        
                                           
DISTRIBUTIONS TO SHAREHOLDERS FROM 
Net investment income -               
   Class A ..............................     (1,297,489)      (1,216,419)        
   Class B ..............................       (495,495)        (419,774)                                 
                                            ------------     ------------
Total distributions to shareholders .....     (1,792,984)      (1,636,193)           
                                           
SHARE TRANSACTIONS                         
Increase (decrease) in shares              
  outstanding ...........................    (10,425,306)      31,664,705                 
                                            ------------     ------------
Increase (decrease) in net assets .......    (11,089,597)      31,620,196           
                                           
NET ASSETS                                 
Beginning of year .......................   $ 47,025,676     $ 15,405,480                                 
                                            ------------     ------------
End of year .............................   $ 35,936,079     $ 47,025,676                                               
                                            ============     ============
Undistributed Net Investment Income .....   $      3,599     $      3,058          
                                            ============     ============
</TABLE>
                                              
See Notes to Financial Statements.

                        7         
<PAGE>   343
<TABLE>
           TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST 
                     FINANCIAL HIGHLIGHTS
<CAPTION>
                                                                       CLASS A                         CLASS B
                                                            -------------------------------   ------------------------------
                                                               YEAR ENDED                        YEAR ENDED     
                                                               MARCH 31,       PERIOD ENDED       MARCH 31,     PERIOD ENDED   
                                                            ------------------   MARCH 31,    ------------------  MARCH 31,
                                                             1994       1993      1992(1)      1994       1993     1992(1)
                                                            -------    -------    -------     -------    -------   -------
<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......................  $ 10.05    $ 10.03    $ 10.00     $ 10.05    $ 10.03   $ 10.00         

INCOME FROM INVESTMENT OPERATIONS          
Net investment income.....................................     0.41       0.58       0.17        0.34       0.51      0.15     
Net realized and unrealized gain (loss) on investments....    (0.16)      0.02       0.03       (0.16)      0.02      0.03  
                                                            -------    -------    -------     -------    -------   -------
  Total from Investment Operations........................     0.25       0.60       0.20        0.18       0.53      0.18       

LESS DISTRIBUTIONS      
Dividends from net investment income......................    (0.41)     (0.58)     (0.17)      (0.34)     (0.51)    (0.15) 
                                                            -------    -------    -------     -------    -------   -------
Net asset value, end of period............................  $  9.89    $ 10.05    $ 10.03     $  9.89    $ 10.05   $ 10.03 
                                                            =======    =======    =======     =======    =======   =======
TOTAL RETURN(2)...........................................     2.51%      6.08%      1.96%       1.85%      5.40%     1.80% 
                                                            =======    =======    =======     =======    =======   =======

RATIOS AND SUPPLEMENTAL DATA         
Ratio of expenses to average net assets(3)................     0.99%      1.05%      1.62%       1.64%      1.70%     2.27%         
Ratio of expense reimbursement to average net assets(3)...    (0.24)%    (0.55)%    (1.12)%     (0.24)%    (0.55)%   (1.12)%   
                                                            -------    -------    -------     -------    -------   -------
Ratio of net expenses to average net assets(3)............     0.75%      0.50%      0.50%       1.40%      1.15%     1.15%      
                                                            =======    =======    =======     =======    =======   =======
Ratio of net investment income to average net assets(4)...     4.09%      5.47%      6.47%(6)    3.44%      4.82%     5.85%(6)
Portfolio turnover(5) ....................................      244%       186%         1%        244%       186%        1%      
Net Assets, end of period (in thousands)..................  $24,310    $33,273    $13,775     $11,626    $13,753    $1,630        
<FN>         
(1)  Financial highlights are for the period from December 31,  1991 (date of Fund's initial offering of shares 
     to the public) to March 31, 1992, and the ratios have been annualized. Total return has not been annualized. 
         
(2)  Total return does not include the effect of the initial sales charge for Class A Shares or the contingent 
     deferred sales charge for Class B Shares.
         
(3)  The expenses used in the ratios represent the total expenses of the Fund plus the expenses of Adjustable U.S. 
     Government Fund (the "Portfolio") which are incurred indirectly by the Fund through the Fund's investment in 
     the Portfolio. For the year ended March 31, 1994, the expenses and expense reimbursement to average net assets for 
     the Fund alone were 0.40% and (0.15)%, respectively for Class A Shares and 1.05% and (0.15)%, respectively for 
     Class B Shares. For the fiscal year ended March 31, 1993, the expenses and expense reimbursement to average 
     net assets for the Fund alone were 0.43% and (0.43)%, respectively for Class A Shares and 1.08% and (0.43)%, 
     respectively for Class B Shares. For the period ended March 31, 1992, the annualized ratios of expenses 
     and expense reimbursement to average net assets were 0.77% and (0.77)%, respectively for Class A Shares and 
     1.42% and (0.77)%, respectively for Class B Shares.
         
(4)  The ratio for the Portfolio was 4.29% for the year ended March 31, 1994, 5.53% for the year ended March 31, 1993 
     and 6.85%, annualized, for the period ended March 31, 1992. 
         
(5)  Portfolio turnover presented above represents the turnover of the Portfolio.
         
(6)  The ratio of net investment income to average net assets for this period was computed based on paid shares since 
     only paid shares are entitled to receive dividends from net investment income. 
</TABLE>

See Notes to Financial Statements.
                                8         
<PAGE>   344
                 TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS
          
March 31, 1994
         
                   
NOTE A  -  SIGNIFICANT ACCOUNTING POLICIES
         
Transamerica Bond Fund (TBF) is a diversified open-end management investment    
company registered under the Investment Company Act of 1940, as amended. Since
November 29, 1984, TBF has operated as a series fund, currently issuing six
series of shares. Transamerica Adjustable U.S. Government Trust (the "Fund"),
a series of TBF, offers two classes of shares to the public. Class A Shares
are subject to an initial sales charge of up to 3.50% and a 12b-1 distribution
plan. Class B Shares are subject to a contingent deferred sales charge and a
separate 12b-1 distribution plan. The Fund invests substantially all of its
assets in Adjustable U.S. Government Fund (the "Portfolio"), another series of 
TBF having the same investment objective as the Fund. Because the Fund invests
substantially all of its assets in shares of the Portfolio, certain Portfolio
information, including the Fund's share of Portfolio expenses, is included in
these notes and elsewhere in the financial statements. At March 31, 1994, the
Fund owned more than 99.99% of the shares of the Portfolio. The following is a
summary of significant accounting policies consistently followed by the Fund
and the  Portfolio.
        (1) At present, the Fund's only investment is shares of the Portfolio 
which are valued daily at the net asset value of the Portfolio at the  close of
trading on the NYSE. The Portfolio values its investment securities, for which
over-the-counter market quotations are readily available, at the last reported
bid price or at quotations provided by market makers. Investment securities for
which market quotations are not readily available are valued at a fair value as
determined in good faith by TBF's Board of Trustees. Short-term investments are
valued at amortized cost (original cost plus amortized discount or accrued 
interest.) 
        (2) Security transactions are accounted for on the trade date. Realized
gains and losses from security transactions are determined on the basis of
identified cost for both financial reporting and federal income tax purposes.
Portfolio interest income is accrued daily and debt discounts are amortized
using the straight-line method. Fund income dividends, on its investment in the
Portfolio, are accrued daily.
        (3) Dividends of the Fund and the Portfolio are declared daily and paid
or reinvested at the applicable net asset value monthly.
        Effective April 1, 1993, the Fund adopted Statement of Position 93-2, 
"Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gains, and Return of Capital Distributions by Investment Companies." As
a result of this statement, the Fund changed the classification of
distributions to shareholders to better disclose the differences between
financial statement amounts and distributions determined and reported in
accordance with income tax regulations. Accordingly, the Fund reclassified $766
between undistributed net investment income and additional paid-in capital. Net
investment income, net realized losses, and net assets were not affected by
this  change.
        (4) No provisions for federal income taxes have been made since the 
Fund and the Portfolio intend to distribute all taxable income and profits to
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
        The Fund and the Portfolio have a December 31 tax year end. For federal
income tax purposes, at December 31, 1993, the Fund had an accumulated net
realized capital loss carry forward of $107,000, which  will expire in 2001.
        (5) Because the interest rate on adjustable rate securities generally 
moves in the same direction as market interest, the market value of these
securities tends to be more stable than long-term fixed rate debt securities.
However, the income earned on these securities will fluctuate to a greater
degree, directly impacting net income and dividends available to shareholders.
        (6) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.
         
NOTE B - MANAGEMENT AND ADMINISTRATIVE FEES AND 
         OTHER TRANSACTIONS WITH AFFILIATES 
         
Transamerica Fund Management Company (TFMC) serves as Investment Adviser to the
Portfolio and as Administrator to the Fund. For these services, the Fund pays
TFMC total indirect and direct fees at an annual rate of 0.50% of the Fund's
average daily net assets. Of this amount, 0.40% represents Investment Advisory
fees paid by the Portfolio and indirectly by the Fund through its investment    
in the Portfolio. During the year ended March 31, 1994, the Portfolio paid or
accrued $184,072 for these services. The remaining 0.10% is for Administrative 
fees paid directly by the Fund, which amounted to $46,091 for the year ended
March 31, 1994.         
        TFMC has voluntarily agreed to waive fees and assume normal operating 
expenses through June 30, 1994, such that the aggregate expenses of the Fund
and the Portfolio do not exceed, on an annual basis, 0.75% and 1.40% of the
average net assets of Class A and Class B Shares, respectively. For the year
ended March 31, 1994, TFMC reimbursed the Fund $68,955 and the Portfolio
$41,770 pursuant to this agreement.

                                       9
<PAGE>   345
         
                 TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS
          
Continued
         
NOTE B  (Continued)
         
        In addition, the Fund and the Portfolio reimburse TFMC pursuant to a
separate Accounting Services and Shareholder Services Agreement for actual
expenses incurred in providing certain accounting and bookkeeping services.
During the year ended March 31, 1994, the Fund and the Portfolio paid or
accrued $14,730 and $26,722, respectively, to TFMC for these services.
         
        During the year ended March 31, 1994, Transamerica Fund Distributors, 
Inc. (the "Distributor"), an affiliate of TFMC, as principal underwriter,
retained $7,455 as its portion of the commissions charged on sales of Class A
Shares of the Fund.
         
        The Fund and Portfolio paid no compensation directly to any officer. 
Certain officers and a trustee of TBF are affiliated with TFMC.
         
        During the year ended March 31, 1994, the Fund and the Porfolio paid 
legal fees of $3,218 to Baker & Botts. A partner with Baker & Botts is  an
officer of TBF.

NOTE C  -  COST, PURCHASES AND SALES OF INVESTMENT SECURITIES 
         
During the year ended March 31, 1994, the Fund purchased and redeemed
Portfolio shares at net asset value aggregating $30,100,940 and $40,490,617,
respectively.
         
        At March 31, 1994, the identified cost of total investments owned is 
the same for both financial reporting and federal income tax purposes. At March
31, 1994, the gross unrealized appreciation and gross unrealized depreciation
of investments in the Portfolio, for federal income tax purposes, were $27,262
and $477,190, respectively.
         
NOTE D  -  PLAN OF DISTRIBUTION 
         
Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized under separate distribution plans to finance activities related
to the distribution of its Class A and Class B Shares (the "Class A Plan" and
the "Class B Plan," respectively). The distribution plans, together with the
initial sales charge on Class A Shares and the contingent deferred sales charge
on Class B Shares, comply with the regulations covering maximum sales charges
assessed by mutual funds distributed through securities dealers that are NASD 
members.
         
        The Class A Plan and the Class B Plan permit each class to make 
payments to the Distributor up to 0.25% 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 March 31, 1994, Class A and Class B made no payments to the
Distributor related to the above activities.
         
        The Class B Plan also permits Class B to reimburse the Distributor up 
to 0.65% annually of average daily net assets for costs related to compensation
paid to securities dealers, in place of an initial sales charge to investors,
on the sale of Class B Shares. These costs are based upon a commission payment
charge of 3% of the value of Class B Shares sold (excluding shares acquired
through reinvestment) reduced by the amount of contingent deferred sales
charges (CDSC) that have been received by the Distributor on redemptions of
Class B Shares. These costs also include a charge of interest (carrying charge)
at an annual rate of 1% over the prevailing prime rate to the extent cumulative 
commission payment charges, plus any previous carrying charges, less CDSC
received by the Distributor, have not been paid in full by the Fund. For the
year ended March 31, 1994, Class B reimbursed the Distributor $93,843 or 0.65%
for such costs. For the year ended March 31, 1994, the Distributor received
$53,744 in CDSC. At March 31, 1994, the balance of unrecovered costs was
$349,445.
         
NOTE E - ORGANIZATION 
         
TBF was organized as a multi-series Massachussetts business trust on 
November 29, 1984. The Fund and the Portfolio, series of TBF, were authorized
by the Board of Trustees on October 22, 1991. Each series of TBF has an
unlimited number of shares authorized. The Fund and the Portfolio commenced
operations on December 31, 1991.
         
        The organization expenses of the Fund and the Portfolio have been 
deferred and are being amortized over a period during which it is expected that
a benefit will be realized, but not longer than five years from the date of
commencement of operations.
         
                                      10
<PAGE>   346
                 TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS
          
Continued
<TABLE>
NOTE F  -  SHARE AND RELATED TRANSACTIONS 
         
A summary of share transactions follows: 
<CAPTION>         
                                                                                  YEAR ENDED MARCH 31,
                                                                  -----------------------------------------------------
                                                                           1994                         1993 
                                                                  -------------------------   -------------------------
                                                                    SHARES       DOLLARS        SHARES        DOLLARS 
                                                                  ----------   ------------   ----------   ------------
<S>                                                               <C>          <C>            <C>          <C>
Shares sold - Class A ........................................     2,545,099   $ 25,521,547    4,427,751   $ 44,653,294      
Shares sold - Class B ........................................       604,333      6,069,244    1,335,818     13,481,714      
Shares issued in reinvestment of distributions - Class A .....        91,861        920,605       80,749        813,913    
Shares issued in reinvestment of distributions - Class B .....        32,414        324,874       27,564        277,643    
Shares redeemed - Class A ....................................    (3,489,129)   (34,952,816)  (2,571,363)   (25,974,711)    
Shares redeemed - Class B ....................................      (829,920)    (8,308,760)    (157,623)    (1,587,148)
                                                                  ----------   ------------   ----------   ------------
Net increase (decrease) in shares outstanding ................    (1,045,342)  $(10,425,306)   3,142,896   $ 31,664,705 
                                                                  ==========   ============   ==========   ============
<FN>         
The components of net assets at March 31, 1994, are as follows: 

Capital paid-in ........................................................................................   $ 36,657,968     
Undistributed net investment income ....................................................................          3,599      
Accumulated net realized loss on investments ...........................................................       (267,276)       
Net unrealized depreciation of investments .............................................................       (458,212) 
                                                                                                           ------------
NET ASSETS .............................................................................................   $ 35,936,079 
                                                                                                           ============
</TABLE>

                                                        11
<PAGE>   347
         
                 TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
                        REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Trustees
Transamerica Adjustable U.S. Government Trust,
  a series of Transamerica Bond Fund
         
             
We have audited the accompanying statement of assets and liabilities  of
Transamerica Adjustable U.S. Government Trust, a series of Transamerica Bond   
Fund, as of March 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
March 31, 1994, by correspondence with the transfer agent. 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 Adjustable U.S. Government Trust, a series of
Transamerica Bond Fund, at March 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 
April 29, 1994

                                      12
<PAGE>   348

<TABLE>
                        ADJUSTABLE U.S. GOVERNMENT FUND
                            SCHEDULE OF INVESTMENTS
           
<CAPTION>
          
March 31, 1994
         
                                 FACE
ISSUER                          AMOUNT           VALUE 
- --------------------------------------------------------
<S>                             <C>          <C>
U.S. GOVERNMENT AND 
- -------------------
U.S. GOVERNMENT AGENCY 
- ----------------------
OBLIGATIONS  -  90.16%          
- ----------------------

FEDERAL HOME 
LOAN MORTGAGE 
CORPORATION  -  34.56%                                      
   9.500% due 12/01/01          $   46,447   $    48,615
  11.000% due 01/01/01              28,401        30,483    
  13.000% due 01/01/11              66,362        73,580    
ARMs - Adjustable Rate                                      
Mortgages                                                   
   3.567% due 12/01/23           1,667,208     1,682,318    
   4.750% due 08/01/17              25,998        25,925    
   5.000% due 08/01/17             558,566       569,039    
   5.071% due 05/01/17              15,753        15,911    
   5.125% with various                                      
     maturities to 05/01/15        349,355       349,891    
   5.129% due 02/01/19              39,364        39,020     
   5.375% with various                                      
     maturities to 09/01/17      1,299,422     1,323,316    
   5.500% with various                                      
     maturities to 02/01/18        535,413       542,029    
   5.502% due 01/01/04             631,692       634,654    
   5.576% due 10/01/19           2,800,455     2,881,406    
   5.587% due 05/01/22             346,626       344,569    
   5.625% due 05/01/16               7,607         7,814    
   5.632% due 09/01/22             421,937       425,827    
   5.650% due 03/01/19           2,570,851     2,664,045    
   5.750% due 05/01/17              92,554        93,856    
   5.996% due 10/01/18             512,933       508,686    
   6.625% due 05/01/17              55,266        56,924     
   6.875% due 10/01/18              60,444        60,482    
                                              ---------- 
TOTAL FEDERAL HOME 
LOAN MORTGAGE CORPORATION    
(Cost $12,546,281)                            12,378,390 

FEDERAL NATIONAL MORTGAGE 
ASSOCIATION  -  29.55%          
ARMs - Adjustable Rate 
Mortgages 
   3.380% due 11/01/23           2,057,889     2,054,031 
   3.418% due 11/01/23             871,508       870,692         
   3.483% due 11/01/23           1,061,133     1,065,113      
   4.936% due 06/01/19             441,408       439,271
   5.000% with various 
     maturities to 06/01/17        905,850       928,707        
   5.125% due 05/01/17              58,572        58,042 
   5.250% due 12/01/17             261,483       262,015        
   5.390% due 03/01/27              41,947        42,911         
   5.530% due 02/01/27             414,855       426,589 
   5.625% with various 
     maturities to 07/01/18        856,817       859,755     
   5.628% due 09/01/18           1,916,050     1,972,933      
   5.750% due 07/01/18             232,457       232,930 
   5.850% with various 
     maturities to 06/01/14        172,026       173,374        
   6.028% due 04/01/19             117,269       117,270        
   6.250% due 11/01/13             186,178       191,473        
   6.508% due 12/01/17             334,603       333,244        
   6.750% due 08/01/18             220,171       220,963        
   8.952% due 05/01/17             317,833       336,506  
                                              ----------
TOTAL FEDERAL NATIONAL 
MORTGAGE ASSOCIATION        
(Cost $10,699,420)                            10,585,819        

</TABLE>
                                              
                                  13
<PAGE>   349
<TABLE>
               ADJUSTABLE U.S. GOVERNMENT FUND
                   SCHEDULE OF INVESTMENTS
           
Continued

<CAPTION>
          
March 31, 1994
                                 FACE
ISSUER                          AMOUNT           VALUE 
- --------------------------------------------------------
<S>                            <C>           <C>
GOVERNMENT 
NATIONAL MORTGAGE 
ASSOCIATION  -  19.26%         
 9.000% due 07/15/01           $   22,018    $    23,428
10.000% with various 
  maturities to 09/15/17          561,372        606,564       
10.500% due 06/15/16               47,464         51,410        
11.000% with various 
  maturities to 12/15/15        1,336,738      1,511,350      
11.500% with various 
  maturities to 03/20/18          265,029        298,123       
12.000% with various 
  maturities to 08/15/15          498,906        566,727       
12.500% due 07/15/15               68,212         73,989      
ARMs  -  Adjustable Rate
Mortgages     
6.500% due 05/20/23             2,685,999      2,722,932 
6.750% due 03/20/16             1,047,831      1,045,212
                                             -----------
TOTAL GOVERNMENT NATIONAL 
MORTGAGE ASSOCIATION 
(Cost $7,056,364)                              6,899,735  

U.S. TREASURY NOTES  -  6.79% 
4.625% due 02/29/96             2,000,000      1,981,460  
5.375% due 04/30/94 (A)           450,000        450,571
                                             -----------
TOTAL U.S. TREASURY NOTES      
(Cost $2,443,838)                              2,432,031        
                                             -----------
TOTAL U.S. GOVERNMENT AND 
U.S. GOVERNMENT AGENCY 
OBLIGATIONS      
(Cost $32,745,903)                            32,295,975             
         
SHORT-TERM 
- ----------
OBLIGATIONS  -  9.44%         
- ---------------------

REPURCHASE 
AGREEMENT  -  9.44%           
Morgan Stanley 3.600% due 
  04/04/94 (dated 03/31/94). 
  Collateralized by 
  $3,450,619 value, Federal 
  Home Loan Mortgage 
  Corporation ARM 5.129% 
  due 03/01/19. (Repurchase 
  proceeds $3,384,353).       
(Cost $3,383,338)               3,383,000      3,383,338
                                             -----------
TOTAL INVESTMENTS  -  99.60%       
(Cost $36,129,241)                            35,679,313

CASH AND OTHER ASSETS, 
LESS LIABILITIES  -  0.40%                       141,532
                                             -----------
NET ASSETS, at value,                        
  equivalent to $9.89 per  
  share for 3,622,614 shares  
  ($.01 par value)  
  outstanding  -   100.00%                   $35,820,845
                                             ===========
<FN>
(A) Long-term obligations that will mature in less than one year.
</TABLE>
         
See Notes to Financial Statements.

                                      14
<PAGE>   350

         
                       ADJUSTABLE U.S. GOVERNMENT FUND
        STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>

STATEMENT OF OPERATIONS
Year Ended March 31, 1994

<S>                                  <C>            <C>            
INVESTMENT INCOME                                                  
Interest                                            $2,203,843     
EXPENSES       
Management fees                      $ 184,072  
Accounting service fees                 38,012  
Custodian fees                          25,598  
Audit and legal fees                     9,882  
Shareholder reports                      5,045  
Registration fees                        4,041  
Organization costs                       3,348  
Miscellaneous                            2,155  
Less: Expense reimbursement            (41,770)        230,383     
                                     ---------      ----------

NET INVESTMENT INCOME                                1,973,460  

REALIZED AND UNREALIZED  
LOSS ON INVESTMENTS  
Net realized loss on investments                      (143,030)
Net change in unrealized  
  depreciation of investments                         (492,360)
                                                    ----------
NET REALIZED AND UNREALIZED 
  LOSS ON INVESTMENTS                                 (635,390)    
INCREASE IN NET ASSETS RESULTING                    ----------
FROM OPERATIONS                                     $1,338,070     
                                                    ==========     
</TABLE>

<TABLE>
                     STATEMENTS OF CHANGES IN NET ASSETS

<CAPTION>         
                                          Year Ended March 31,
                                      ---------------------------
                                           1994          1993 
                                      ------------   ------------
<S>                                   <C>            <C>            
OPERATIONS                                                          
Net investment income                 $ 1,973,460    $ 1,709,069
Net realized loss on                                                
  investments                            (143,030)      (127,631)       
Net change in unrealized                                            
  appreciation                                                      
  (depreciation) of                                                 
  investments                            (492,360)        55,035    
                                      -----------    -----------    
Increase in net assets                                              
  resulting from                                                    
  operations                            1,338,070      1,636,473    
                                                                    
DISTRIBUTIONS TO                                                    
SHAREHOLDERS                                                        
                                                                    
From net investment                                                 
  income                               (1,997,044)    (1,697,210)     
In excess of net investment income         (4,028)             -    
                                      -----------    -----------    
Total distributions to shareholders    (2,001,072)    (1,697,210)       
                                                                    
SHARE TRANSACTIONS                                                  
Increase (decrease) in                                              
  shares outstanding                  (10,389,677)    31,586,268    
                                      -----------    -----------    
Increase (decrease) in net assets     (11,052,679)    31,525,531        
                                                                    
NET ASSETS                                                          
Beginning of year                      46,873,524     15,347,993    
                                      -----------    -----------    
End of year                           $35,820,845    $46,873,524    
                                      ===========    ===========    
                                                                    
Undistributed Net Investment Income   $         0    $    16,053      
                                      ===========    ===========    
</TABLE>

See Notes to Financial Statements.

                                      15
<PAGE>   351
                                                                 
<TABLE>
                                         ADJUSTABLE U.S. GOVERNMENT FUND
                                       STATEMENT OF ASSETS AND LIABILITIES
          
March 31, 1994

<S>                                                                       <C>                <C>
ASSETS          
Investments at value (cost $36,129,241)                                                      $35,679,313  
Receivable for:                                                                                    
  Investments sold                                                        $ 5,119,896
  Interest                                                                    222,657                     
  Paydowns                                                                     95,502          5,438,055  
                                                                          -----------
Deferred organization expenses                                                                     9,208                        
                                                                                             -----------
  Total Assets                                                                                41,126,576    
                                                                                                          
LIABILITIES                                                                                               
Payable for:                                                                                              
  Investments purchased                                                     5,130,052                     
  Dividends                                                                   139,427          5,269,479              
                                                                          -----------
                                                                                                          
Payable to Investment Adviser for:                                                                        
  Management fees                                                               7,961                     
  Accounting service fees                                                       2,218             10,179                 
                                                                          -----------
                                                                                                          
Other accrued expenses                                                                            19,070  
Other liabilities                                                                                  7,003                        
                                                                                             -----------
  Total Liabilities                                                                            5,305,731  
                                                                                             -----------
NET ASSETS,  at value, equivalent to $9.89 per share for 3,622,614 shares
  ($.01 par value) outstanding                                                               $35,820,845 
                                                                                             ===========
</TABLE>

See Notes to Financial Statements.
                                                     16
<PAGE>   352
 <PAGE>

<TABLE>
                                                ADJUSTABLE U.S. GOVERNMENT FUND
                                                     FINANCIAL HIGHLIGHTS
         

<CAPTION>                                                                                                                 
                                                                                        Year Ended March 31,     Period Ended   
                                                                                     -------------------------     March 31,
                                                                                        1994           1993         1992 (1)
                                                                                     -----------    ----------    -----------
<S>                                                                                  <C>            <C>           <C>
Per share income and capital changes for a share outstanding during each period:        
Net asset value, beginning of period                                                   10.05          10.03         10.00

INCOME FROM INVESTMENT OPERATIONS          
Net investment income                                                                   0.43           0.58          0.17     
Net realized and unrealized gain (loss) on investments                                 (0.15)          0.02          0.03
                                                                                     -------        -------       -------
Total from Investment Operations                                                        0.28           0.60          0.20       

LESS DISTRIBUTIONS 
Dividends from net investment income                                                   (0.44)         (0.58)        (0.17) 
                                                                                     -------        -------       -------
Net asset value, end of period                                                          9.89          10.05         10.03
                                                                                     =======        =======       =======

TOTAL RETURN                                                                            2.77%          6.08%         1.96% 
                                                                                     =======        =======       =======

RATIOS AND SUPPLEMENTAL DATA        
Ratio of expenses to average net assets                                                 0.59%          0.62%         0.85%         
Ratio of expense reimbursement to average net assets                                   (0.09)%        (0.12)%       (0.35)% 
                                                                                     -------        -------       -------
Ratio of net expenses to average net assets                                             0.50%          0.50%         0.50% 
                                                                                     =======        =======       =======
Ratio of net investment income to average net assets                                    4.29%          5.53%         6.85% (2)  
Portfolio turnover                                                                       244%           186%            1%      
Net Assets, end of period (in thousands)                                             $35,821        $46,874       $15,348       

<FN>
(1)    Financial highlights are for the period from December 31, 1991 (date of Portfolio's initial offering of shares to the public)
       to March 31, 1992, and the ratios have been annualized. Total return has not been annualized.
         
(2)   The ratio of net investment income to average net assets for this period was computed based on paid shares since only paid
      shares are entitled to receive dividends from net investment income.

</TABLE>

See Notes to Financial Statements.
                                                                17
<PAGE>   353
                        ADJUSTABLE U.S. GOVERNMENT FUND
                         NOTES TO FINANCIAL STATEMENTS
         
March 31, 1994
          
         
NOTE A  -  SIGNIFICANT ACCOUNTING POLICIES
         
Transamerica Bond Fund (TBF) is a diversified open-end management investment
company registered under the Investment Company Act of 1940, as amended. Since 
November 29, 1984, TBF has operated as a series fund, currently issuing  six
series of shares. Adjustable U.S. Government Fund (the  "Portfolio") and
Transamerica Adjustable U.S. Government Trust (the  "Fund") are both series of
TBF. Substantially all of the shares issued by the Portfolio are held by the
Fund. The following is a summary of significant accounting policies 
consistently followed by the Portfolio.
         
        (1) Securities for which over-the-counter market quotations are  readily
available are valued at the last reported bid price or at  quotations provided
by market makers. Securities for which market  quotations are not readily
available are valued at a fair value as  determined in good faith by TBF's Board
of Trustees. Short-term  investments are valued at amortized cost (original cost
plus amortized  discount or accrued interest).
         
        (2) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, debt
discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified
cost for both financial reporting and federal income tax purposes.
         
        (3) 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.
         
        (4) Dividends of the Portfolio are computed daily and reinvested in 
Portfolio shares or paid to shareholders monthly.
         
        Effective April 1, 1993, the Fund adopted Statement of Position 93-2, 
"Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gains, and Return of Capital Distributions by Investment Companies." 
As a result of this statement, the Fund changed the classification of
distributions to shareholders to better disclose the difference between
financial statement amounts and distributions determined and reported in
accordance with income tax regulations.  Accordingly, the Fund reclassified
$7,531 between undistributed net investment income and additional paid-in
capital. Net investment income, net realized losses, and net assets were not
affected by this  change.
         
        (5) No provision for federal income taxes has been made since it is the
Portfolio'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.
         
        The Portfolio's tax year end is December 31. For federal income tax 
purposes, at December 31, 1993, the Portfolio had an accumulated net realized
capital loss carryforward of approximately $79,000. The loss carryforward will
expire as follows: $56,000 - 2000 and $23,000 - 2001.
         
        (6) The Portfolio 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 portfolio transactions. For the year ended
March 31, 1994, these amounts were $4,086 and $1,868, respectively.
         
        (7) With respect to U.S. government and U.S. government agency 
securities in which the Portfolio 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.
         
        (8) Because the interest rate on adjustable rate securities generally 
moves in the same direction as market interest, the market value of these
securities tends to be more stable than long-term fixed rate debt securities.
However, the income earned on these securities will fluctuate to a greater
degree, directly impacting net income and  dividends available to shareholders.
         
NOTE B  -  MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES 
         
        The Portfolio's management fee is payable monthly to Transamerica Fund
Management Company (TFMC). The management fee is calculated monthly at an
annual rate of 0.40% on the average daily net assets of the Portfolio.
         
        TFMC voluntarily agreed to reimburse the Portfolio for all normal 
operating expenses in excess of 0.50%, on an annual basis, of the Portfolio's
average daily net assets, through June 30, 1994. For the year ended March 31,
1994, TFMC reimbursed the Portfolio $41,770 pursuant to this agreement.
         
        TFMC also provides certain accounting and bookkeeping services to the 
Portfolio pursuant to an accounting services agreement. During the year ended
March 31, 1994, the Portfolio paid or accrued $26,722 to TFMC for these
services.

                                      18
<PAGE>   354
                        ADJUSTABLE U.S. GOVERNMENT FUND
                         NOTES TO FINANCIAL STATEMENTS
          
          
Continued
          
         
NOTE B  (Continued)
         
        The Portfolio paid no compensation directly to any officer. Certain 
officers and a trustee of TBF are affiliated with TFMC.
         
        During the year ended March 31, 1994, the Portfolio paid legal fees of
$1,609 to Baker & Botts. A partner with Baker & Botts is an officer of TBF.
         
NOTE C  -  COST, PURCHASES AND SALES OF INVESTMENT SECURITIES 
         
        During the year ended March 31, 1994, purchases and sales of 
securities, other than short-term obligations, aggregated $105,996,970 and
$115,956,092, respectively.
         
        At March 31, 1994, the identified cost of total investments owned is 
the same for both financial reporting and federal income tax purposes. At March
31, 1994, the gross unrealized appreciation and gross unrealized depreciation
of investments for federal income tax purposes were $27,262 and $477,190, 
respectively.
         
NOTE D  -  ORGANIZATION 
         
        TBF was organized as a multi-series Massachussetts business trust on 
November 29, 1984. The Portfolio, a series of TBF, was authorized by  the Board
of Trustees on October 22, 1991. Each series of TBF has an  unlimited number of
shares authorized. The Portfolio commenced  operations on December 31, 1991.
         
        The organization expenses of the Portfolio have been deferred and are 
being amortized over a period during which it is expected that a benefit will
be realized, but not longer than five years from the date of commencement of
operations.
         
<TABLE>
NOTE E  -  SHARE AND RELATED TRANSACTIONS 
         
           A summary of share transactions follows: 
<CAPTION>         

                                                                     Year Ended March 31,
                                                 ------------------------------------------------------------
                                                             1994                            1993 
                                                 ---------------------------      ---------------------------
                                                    Shares          Dollars          Shares          Dollars 
                                                 ----------     ------------      ----------      -----------
<S>                                              <C>            <C>               <C>             <C>
Shares sold                                       3,000,982     $ 30,100,940       5,421,630       54,683,497     
Shares redeemed                                  (4,043,184)     (40,490,617)     (2,286,458)     (23,097,229)              
                                                 ----------     ------------      ----------      -----------
Net increase (decrease) in shares outstanding    (1,042,202)    $(10,389,677)      3,135,172      $31,586,268 
                                                 ==========     ============      ==========      ===========

The components of net assets at March 31, 1994, are as follows: 
         
Capital paid-in                                                                                    36,541,584     
Accumulated net realized loss on investments                                                         (270,811)       
Net unrealized depreciation of investments                                                           (449,928)                    
                                                                                                  -----------
NET ASSETS                                                                                        $35,820,845          
                                                                                                  ===========
</TABLE>

                                                       19
<PAGE>   355
                        ADJUSTABLE U.S. GOVERNMENT FUND
                        REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Trustees
Adjustable U.S. Government Fund,
  a series of Transamerica Bond Fund
         
We have audited the accompanying statement of assets and liabilities of
Adjustable U.S. Government Fund, a series of Transamerica Bond Fund, including
the schedule of investments, as of March 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
March 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 Adjustable U.S. Government Fund, a series of Transamerica Bond
Fund, at March 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
April 29, 1994
         
                                      20
<PAGE>   356
                        REPORT OF INDEPENDENT AUDITORS



Shareholders and Board of Trustees
Adjustable U.S. Government Fund,
a series of John Hancock Bond Fund

We have audited the accompanying statement of assets and liabilities of
Adjustable U.S. Government Fund, a series of John Hancock Bond Fund, formerly
Transamerica Bond Fund, including the schedule of investments, as of March 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 March 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
Adjustable U.S. Government Fund, a series of John Hancock Bond Fund, at March
31, 1994, the results of its operations for the year then ended, and the 
financial highlights for each of the indicated periods, in conformity with 
generally accepted accounting principles.


                                                ERNST & YOUNG LLP
<PAGE>   357
                        REPORT OF INDEPENDENT AUDITORS




Shareholders and Board of Trustees
John Hancock Government Income Trust,
a series of John Hancock Bond Fund


We have audited the accompanying statement of assets and liabilities of John
Hancock Government Income Trust, formerly Transamerica Government Income Trust,
a series of John Hancock Bond Fund, formerly Transamerica Bond Fund, including
the schedule of investments, as of March 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 March 31, 1994, by correspondence with the custodian.  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 Government Income Trust, a series of John Hancock Bond Fund at March
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


<PAGE>   358

    
   





                       JOHN HANCOCK U.S. GOVERNMENT TRUST
                   JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST

                           CLASS A AND CLASS B SHARES

                      STATEMENT OF ADDITIONAL INFORMATION
                                  MAY 15, 1995


              This Statement of Additional Information ("SAI") provides
         information about John Hancock U.S. Government Trust ("U.S. Government
         Fund") and John Hancock Intermediate Government Trust ("Intermediate
         Government Fund"; each of U.S. Government Fund and Intermediate
         Government Fund, a "Fund" and collectively, the "Funds"), each a
         series of John Hancock Bond Fund (the "Trust"), in addition to the
         information that is contained in the Funds' Prospectuses, each dated
         May 15, 1995.

              This SAI is not a prospectus.  It should be read in conjunction
         with each Fund's Prospectus, copies of which can be obtained free of
         charge by writing or telephoning:

                   John Hancock Investor Services Corporation
                                 P.O. Box 9116
                        Boston, Massachusetts 02205-9116
                                 1-800-225-5291


<TABLE>
                               TABLE OF CONTENTS

<CAPTION>
                                                                Cross-           Cross-
                                                                Referenced       Referenced to
                                              Statement of      to U.S. Gov-     Intermediate
                                               Additional       ernment          Fund Government
                                              Information       Prospectus       Fund Prospectus
                                                 Page              Page               Page
                                              -----------      -----------       ---------------
    <S>                                           <C>        <C>               <C>
    Organization of the Trust...............        2                8                 7 
    Investment Objectives and Policies......        2                4                 4 
    Certain Investment Practices............        3                4                 4 
    Investment Restrictions.................       10                4                 4 
    Those Responsible for Management........       12                8                 7 
    Investment Advisory and Other Services .       20                8                 7 
    Distribution Contracts..................       23                9                 8 
    Net Asset Value.........................       25               15                14 
    Initial Sales Charge on Class A Shares..       26                9                 8 
    Deferred Sales Charge on Class B Shares.       27                9                 8 
    Special Redemptions.....................       27                9                 8 
    Additional Services and Programs........       28               22                22 
    Description of the Trust's Shares.......       29                8                 7 
    Tax Status..............................       31               11                11 
    Calculation of Performance..............       33               12                12 
    Brokerage Allocation....................       37              N/A               N/A 
    Transfer Agent Services.................       39        Back Cover        Back Cover
    Custody of Portfolio....................       39        Back Cover        Back Cover  
    Independent Auditors....................       40        Back Cover        Back Cover  
    Financial Statements....................      F-1                3                 3               
</TABLE>
    
<PAGE>   359
   





         ORGANIZATION OF THE TRUST

              The Trust is an open-end management investment company organized
         as a Massachusetts business trust under a Declaration of Trust dated
         December 12, 1984.  The Trust currently has six series, including the
         Funds.  Prior to December 22, 1994, the Trust was called Transamerica
         Bond Fund and the Funds were called Transamerica U.S. Government Trust
         and Transamerica Intermediate Government Trust.

              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

              JOHN HANCOCK U.S. GOVERNMENT TRUST:  The investment objective of
         U.S. Government Fund is to earn a high level of current income
         consistent with safety of principal by investing in debt obligations
         issued or guaranteed by the U.S. Government, its agencies or
         instrumentalities, including certificates of the Government National
         Mortgage Association and U.S. Treasury obligations.  In order to hedge
         against changes in interest rates, U.S. Government Fund may purchase
         put and call options and sell interest rate futures contracts and call
         options on such contracts.  Investments of U.S. Government Fund are
         limited to those which a federally chartered savings and loan
         association may, without limitation as to percentage of assets, invest
         in, sell, redeem, hold or otherwise deal with.

              JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST:  The investment
         objective of Intermediate Government Fund is to earn a high level of
         current income, consistent with the preservation of capital and
         maintenance of liquidity.  Intermediate Government Fund invests in
         debt obligations issued or guaranteed by the U.S. Government, its
         agencies or instrumentalities ("U.S. Government Securities") having an
         average dollar weighted maturity of between one and ten years.

              Mortgages backing the securities purchased by the Funds include
         not only conventional 30-year fixed rate mortgages but also graduated
         payment mortgages and 15-year mortgages.  All of these mortgages can
         be used to create pass through securities.

              GNMA CERTIFICATES.  Certificates of the Government National
         Mortgage Association ("GNMA") are mortgage-backed securities, which
         evidence an undivided interest in a pool of mortgage loans.  GNMA
         Certificates differ from bonds in that principal is paid back monthly
         by the borrower over the term of the loan rather than returned in a
         lump sum at maturity.  GNMA Certificates entitle the holder to receive
         a share of all interest and principal prepayments paid and owed on the
         mortgage pool, net of fees paid to the "issuer" and GNMA, regardless
         of whether or not the mortgagor actually makes the payment.  The
         National Housing Act authorizes GNMA to guarantee the timely payment
         of principal and interest on securities backed by a pool of mortgages
         insured by the Federal Housing Administration ("FHA") or the Farmer's
         Home Administration ("FHMA") or guaranteed by the Veterans
         Administration ("VA").  The GNMA guarantee is backed by the full faith
         and credit of the United States.  The GNMA is also empowered to borrow
         without limitation from the U.S. Treasury if necessary to make any
         payments required under its guarantee.


                                        -2-
<PAGE>   360



              FNMA SECURITIES.  Established in 1938 to create a secondary
         market in mortgages, the Federal National Mortgage Association
         ("FNMA") is a government-sponsored corporation owned entirely by
         private stockholders that purchases residential mortgages from a list
         of approved seller/servicers.  FNMA issues guaranteed mortgage
         pass-through certificates ("FNMA Certificates").  FNMA Certificates
         resemble GNMA Certificates in that each FNMA Certificate represents a
         pro rata share of all interest and principal payments made and owed on
         the underlying pool.  FNMA guarantees timely payment of interest on
         FNMA Certificates and the stated principal amount.

              FHLMC SECURITIES.  The Federal Home Loan Mortgage Corporation
         ("FHLMC") was created in 1970 through enactment of Title III of the
         Emergency Home Finance Act of 1970.  Its purpose is to promote
         development of a nationwide secondary market in conventional
         residential mortgages.  FHLMC presently issues two types of mortgage
         pass-through securities,  mortgage participation certificates ("PCs")
         and guaranteed mortgage certificates ("GMCs").  PCs resemble GNMA
         Certificates in that each PC represents a pro rata share of all
         interest and principal payments made and owed on the underlying pool.
         The FHLMC guarantees timely monthly payment of interest on PCs and the
         stated principal amount.

   
         CERTAIN INVESTMENT PRACTICES

              LENDING OF PORTFOLIO SECURITIES.  In order to generate additional
         income, a Fund may, from time to time, lend securities from its
         portfolios to brokers, dealers and financial institutions such as
         banks and trust companies.  Such loans will be secured by collateral
         consisting of cash or U.S. Government securities which will be
         maintained in an amount equal to at least 100% of the current market
         value of the loaned securities.  During the period of the loan, the
         Fund will receive the income on both the loaned securities and the
         collateral and thereby increase its return.  Cash collateral will be
         invested in short-term high quality debt securities, which will
         increase the current income of the Fund.  The loans will be terminable
         by the Funds at any time and by the borrower on one day's notice.  The
         Funds will have the right to regain record ownership of loaned
         securities to exercise beneficial rights such as rights to interest or
         other distributions or voting rights on important issues.  The Funds
         may pay reasonable fees to persons unaffiliated with the Funds for
         services in arranging such loans.  Lending of portfolio securities
         involves a risk of failure by the borrower to return the loaned
         securities, in which event the Funds may incur a loss.

              SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT.  As
         described under "Investments, Techniques and Risk Factors" in each
         Fund's Prospectus, securities may be purchased for which the normal
         settlement date occurs later than the settlement date which is normal
         for U.S. Government obligations.  In no event, however, will the
         settlement date in the case of Intermediate Government Fund occur
         later than the 29th day after the trade date.  Securities held in a
         Fund's portfolio are subject to changes in value (both experiencing
         appreciation when interest rates decline and depreciation when
         interest rates rise) based upon the public's perception of the
         creditworthiness of the issuer and changes, real or anticipated, in
         the level of interest rates.  Purchasing securities subject to delayed
         settlement can involve a risk that the yields available in the market
         when the delivery takes place may actually be higher than those
         obtained in the transaction itself.  A separate account of the Fund
         consisting of cash or liquid, high grade debt securities equal to the
         amount of the delayed settlement commitments will be established at
         the Trust's custodian bank.  For the purpose of determining the
         adequacy of the securities in the account, the deposited securities
         will be valued at market value using the valuation procedures for all
         other investments.  If the market or fair value of such securities
         declines, additional cash or liquid, high grade debt securities will
         be placed in the account daily so


                                        -3-
    
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         that the value of the account will equal the amount of such
         commitments by the Fund.  On the settlement date of these delayed
         settlement securities, the Fund will meet its obligations from the
         available cash flow, sale of securities held in the separate account,
         sale of other securities or, although it would not normally expect to
         do so, from sale of the delayed settlement securities themselves
         (which may have a value greater or lesser than the Fund's payment
         obligations).  Sale of securities to meet such obligations will
         generally result in the realization of capital gains or losses.

              WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES.  The Funds may
         purchase securities on a when-issued basis.  "When-issued" refers to
         securities whose terms are available and for which a market exists,
         but which have not been issued.  A Fund will engage in when-issued
         transactions with respect to securities purchased for its portfolio in
         order to obtain what is considered to be an advantageous price and
         yield at the time of the transaction.  For when-issued transactions,
         no payment is made until delivery is due, often a month or more after
         the purchase.

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

              On the date that a Fund enters into an agreement to purchase
         securities on a when-issued basis, the Fund will segregate in a
         separate account cash or short-term money market instruments equal in
         value to the Fund's commitment.  These assets will be valued daily at
         market, and additional cash or securities will be segregated in a
         separate account to the extent that the total value of the assets in
         the account declines below the amount of the when-issued commitments.

              REPURCHASE AGREEMENTS.  The Funds may enter into repurchase
         agreements.  A repurchase agreement is a contract under which a 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).  A 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 a
         Fund enters into repurchase agreements.  The Funds have established a
         procedure providing that the securities serving as collateral for each
         repurchase agreement must be delivered to the Funds' 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, a 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.


              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


                                        -4-
    
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         supported by the credit of the instrumentality, such as Federal
         National Mortgage Association Bonds ("Fannie Maes").  No assurance can
         be given that the U.S. Government will provide financial support to
         such Federal agencies, authorities, instrumentalities and government
         sponsored enterprises in the future.

              MORTGAGE-BACKED SECURITIES.  The Funds may invest in mortgage
         pass-through certificates and multiple-class pass-through securities,
         such as real estate mortgage investment conduits ("REMIC")
         pass-through certificates, collateralized mortgage obligations
         ("CMOs") and stripped mortgage-backed securities ("SMBS"), and other
         types of "Mortgage-Backed Securities" that may be available in the
         future.

              GUARANTEED MORTGAGE PASS-THROUGH SECURITIES.  Guaranteed mortgage
         pass-through securities represent participation interests in pools of
         residential mortgage loans and are issued by U.S. Governmental or
         private lenders and guaranteed by the U.S. Government or one of its
         agencies or instrumentalities, including but not limited to the
         Government National Mortgage Association ("Ginnie Mae"), the Federal
         National Mortgage Association ("Fannie Mae") and the Federal Home Loan
         Mortgage Corporation ("Freddie Mac").  Ginnie Mae certificates are
         guaranteed by the full faith and credit of the U.S. Government for
         timely payment of principal and interest on the certificates.  Fannie
         Mae certificates are guaranteed by Fannie Mae, a federally chartered
         and privately owned corporation, for full and timely payment of
         principal and interest on the certificates.  Freddie Mac certificates
         are guaranteed by Freddie Mac, a corporate instrumentality of the U.S.
         Government, for timely payment of interest and the ultimate collection
         of all principal of the related mortgage loans.

              MULTIPLE-CLASS PASS-THROUGH SECURITIES AND COLLATERALIZED
         MORTGAGE OBLIGATIONS.  CMOs and REMIC pass-through or participation
         certificates may be issued by, among others, U.S. Government agencies
         and instrumentalities as well as private lenders.  CMOs and REMIC
         certificates are issued in multiple classes and the principal of and
         interest on the mortgage assets may be allocated among the several
         classes of CMOs or REMIC certificates in various ways.  Each class of
         CMOs or REMIC certificates, often referred to as a "tranche," is
         issued at a specific adjustable or fixed interest rate and must be
         fully retired no later than its final distribution date.  Generally,
         interest is paid or accrues on all classes of CMOs or REMIC
         certificates on a monthly basis.

              Typically, CMOs are collateralized by Ginnie Mae, Fannie Mae or
         Freddie Mac certificates but also may be collateralized by other
         mortgage assets such as whole loans or private mortgage pass-through
         securities.  Debt service on CMOs is provided from payments of
         principal and interest on the underlying mortgaged assets and any
         reinvestment income thereon.

              A REMIC is a CMO that qualifies for special tax treatment under
         the Code and invests in certain mortgages primarily secured by
         interests in real property and other permitted investments.  Investors
         may purchase "regular" and "residual" interest shares of beneficial
         interest in a REMIC, although the Funds do not intend to invest in
         residual interests.

              STRIPPED MORTGAGE-BACKED SECURITIES.  SMBS are derivative
         multiple-class mortgage- backed securities.  SMBS are usually
         structured with two classes that receive different proportions of
         interest and principal distributions on a pool of mortgage assets.  A
         typical SMBS will have one class receiving some of the interest and
         most of the principal, while the other class will receive most of the
         interest and the remaining principal.  In the most extreme case, one
         class will receive all of the interest (the "interest only" class)
         while the other class will receive all of the principal


                                        -5-
    
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         (the "principal only" class).  The yields and market risk of interest
         only and principal only SMBS, respectively, may be more volatile than
         those of other fixed income securities.  The staff of the SEC
         considers privately issued SMBS to be illiquid.

              STRUCTURED OR HYBRID NOTES.  The Funds may invest in "structured"
         or "hybrid" notes.  The distinguishing feature of a structured or
         hybrid note is that the amount of interest and/or principal payable on
         the note is based on the performance of a benchmark asset or market
         other than fixed-income securities or interest rates.  Examples of
         these benchmarks include stock prices, currency exchange rates and
         physical commodity prices.  Investing in a structured note allows a
         Fund to gain exposure to the benchmark market while fixing the maximum
         loss that the Fund may experience in the event that market does not
         perform as expected.  Depending on the terms of the note, a Fund may
         forego all or part of the interest and principal that would be payable
         on a comparable conventional note; the Fund's loss cannot exceed this
         foregone interest and/or principal.  An investment in structured or
         hybrid notes involves risks similar to those associated with a direct
         investment in the benchmark asset.

              RISK FACTORS ASSOCIATED WITH MORTGAGE-BACKED SECURITIES.
         Investing in Mortgage- Backed Securities involves certain risks,
         including the failure of a counter-party to meet its commitments,
         adverse interest rate changes and the effects of prepayments on
         mortgage cash flows.  In addition, investing in the lowest tranche of
         CMOs and REMIC certificates involves risks similar to those associated
         with investing in equity securities.  Further, the yield
         characteristics of Mortgage-Backed Securities differ from those of
         traditional fixed income securities.  The major differences typically
         include more frequent interest and principal payments (usually
         monthly), the adjustability of interest rates, and the possibility
         that prepayments of principal may be made substantially earlier than
         their final distribution dates.

              Prepayment rates are influenced by changes in current interest
         rates and a variety of economic, geographic, social and other factors
         and cannot be predicted with certainty.  Both adjustable rate mortgage
         loans and fixed rate mortgage loans may be subject to a greater rate
         of principal prepayments in a declining interest rate environment and
         to a lesser rate of principal prepayments in an increasing interest
         rate environment.  Under certain interest rate and prepayment rate
         scenarios, a Fund may fail to recoup fully its investment in
         Mortgage-Backed Securities notwithstanding any direct or indirect
         governmental, agency or other guarantee.  When the Fund reinvests
         amounts representing payments and unscheduled prepayments of
         principal, it may receive a rate of interest that is lower than the
         rate on existing adjustable rate mortgage pass-through securities.
         Thus, Mortgage-Backed Securities, and adjustable rate mortgage
         pass-through securities in particular, may be less effective than
         other types of U.S. Government securities as a means of "locking in"
         interest rates.

              Conversely, in a rising interest rate environment, a declining
         prepayment rate will extend the average life of many Mortgage-Backed
         Securities.  This possibility is often referred to as extension risk.
         Extending the average life of a Mortgage-Backed Security increases the
         risk of depreciation due to future increases in market interest rates.

              RISK ASSOCIATED WITH SPECIFIC TYPES OF DERIVATIVE DEBT
         SECURITIES.  Different types of derivative debt securities are subject
         to different combinations of prepayment, extension and/or interest
         rate risk.  Conventional mortgage pass-through securities and
         sequential pay CMOs are subject to all of these risks, but are
         typically not leveraged.  Thus, the magnitude of exposure may be less
         than for more leveraged Mortgage-Backed Securities.



                                        -6-
    
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              The risk of early prepayments is the primary risk associated with
         interest only debt securities ("IOs"), super floaters, other leveraged
         floating rate instruments and Mortgage-Backed Securities purchased at
         a premium to their par value.  In some instances, early prepayments
         may result in a complete loss of investment in certain of these
         securities.  The primary risks associated with certain other
         derivative debt securities are the potential extension of average life
         and/or depreciation due to rising interest rates.

              These securities include floating rate securities based on the
         Cost of Funds Index ("COFI floaters"), other "lagging rate" floating
         rate securities, floating rate securities that are subject to a
         maximum interest rate ("capped floaters"), Mortgage-Backed Securities
         purchased at a discount, leveraged inverse floating rate securities
         ("inverse floaters"), principal only debt securities ("POs"), certain
         residual or support tranches of CMOs and index amortizing notes.
         Index amortizing notes are not Mortgage-Backed Securities, but are
         subject to extension risk resulting from the issuer's failure to
         exercise its option to call or redeem the notes before their stated
         maturity date.  Leveraged inverse IOs combine several elements of the
         Mortgage-Backed Securities described above and thus present an
         especially intense combination of prepayment, extension and interest
         rate risks.

              Planned amortization class ("PAC") and target amortization class
         ("TAC") CMO bonds involve less exposure to prepayment, extension and
         interest rate risk than other Mortgage-Backed Securities, provided
         that prepayment rates remain within expected prepayment ranges or
         "collars." To the extent that prepayment rates remain within these
         prepayment ranges, the residual or support tranches of PAC and TAC
         CMOs assume the extra prepayment, extension and interest rate risk
         associated with the underlying mortgage assets.

              Other types of floating rate derivative debt securities present
         more complex types of interest rate risks.  For example, range
         floaters are subject to the risk that the coupon will be reduced to
         below market rates if a designated interest rate floats outside of a
         specified interest rate band or collar.  Dual index or yield curve
         floaters are subject to depreciation in the event of an unfavorable
         change in the spread between two designated interest rates.  X-reset
         floaters have a coupon that remains fixed for more than one accrual
         period.  Thus, the type of risk involved in these securities depends
         on the terms of each individual X-reset floater.

              The Funds are permitted to engage in certain hedging techniques
         involving options and futures transactions in order to reduce the
         effect of interest rate movements affecting the market values of the
         investments held, or intended to be purchased, by the Funds.

              OPTIONS ON DEBT SECURITIES.  The U.S. Government Fund may
         purchase put and call options on debt securities which are traded on a
         national securities exchange (an "Exchange") to protect its holdings
         in an underlying or related security against a substantial decline in
         market value.  Securities are considered related if their price
         movements generally correlate to one another.  The purchase of put
         options on debt securities which are related to securities held in its
         portfolio will enable the Fund to protect, at least partially,
         unrealized gains in an appreciated security in its portfolio without
         actually selling the security.  In addition, the Fund may continue to
         receive interest income on the security.  The purchase of call options
         on debt securities may help to protect against substantial increases
         in prices of securities the Fund intends to purchase pending its
         ability to invest in such securities in an orderly manner.

              The U.S. Government Fund may sell put and call options it has
         previously purchased, which could result in a net gain or loss
         depending on whether the amount realized on the sale is


                                        -7-
    
<PAGE>   365
   





         more or less than the premium and other transaction costs paid in
         connection with the option which is sold.

              The purchase of put and call options involves certain risks.  If
         a put or call option purchased by the U.S. Government Fund is not sold
         when it has remaining value, and if the market price of the underlying
         security remains equal to or greater than the exercise price, in the
         case of a put, or equal to or less than the exercise price, in the
         case of a call, the Fund will lose its entire investment in the
         option.  Also, where a put or a call option on a particular security
         is purchased to hedge against price movements in a related security,
         the price of the put or call option may move more or less than the
         price of the related security.

              The U.S. Government Fund will not invest in a put or a call
         option if as a result the amount of premiums paid for such options
         then outstanding would exceed 10% of the Fund's total assets.

              FUTURES CONTRACTS AND RELATED OPTIONS.  The Funds may engage in
         the purchase and sale of interest rate futures contracts ("financial
         futures") and related options for the purposes and subject to the
         limitations described below.  Currently, the Funds may engage in such
         transactions with respect to U.S. Treasury Bonds, U.S. Treasury Notes,
         and GNMA's on the Chicago Board of Trade and with respect to U.S.
         Treasury bills on the International Money Market at the Chicago
         Mercantile Exchange.

              The Intermediate Government Fund may purchase financial futures
         contracts only as a hedge against changes in the general level of
         interest rates.  The U.S. Government Fund may purchase financial
         futures contracts only to close an existing short position in a
         futures contract.  The purchase of a financial futures contract
         obligates the buyer to accept and pay for the specific type of debt
         security called for in the contract at a specified future time and at
         a specified price.  A Fund would purchase a financial futures contract
         when it is not fully invested in long-term debt securities but wishes
         to defer its purchases for a time until it can invest in such
         securities in an orderly manner or because short-term yields are
         higher than long-term yields.  Such purchases would enable the Fund to
         earn the income on a short-term security while at the same time
         minimizing the effect of all or part of an increase in the market
         price of the long-term debt security which the Fund intends to
         purchase in the future.  A rise in the price of the long-term debt
         security prior to its purchase either would generally be offset by an
         increase in the value of the futures contract purchased by the Fund or
         avoided by taking delivery of the debt securities under the futures
         contract.

              The Funds may sell financial futures contracts only as a hedge
         against changes in interest rates.  The sale of a financial futures
         contract obligates the seller to deliver the specific type of debt
         security called for in the contract at a specified future time and at
         a specified price.  A Fund would sell a financial futures contract in
         order to continue to receive the income from a long-term debt
         security, while endeavoring to avoid part or all of the decline in
         market value of that security which would accompany an increase in
         interest rates.  If interest rates did rise, a decline in the value of
         the debt security held by the Fund would be substantially offset by an
         increase in the value of the futures contract sold by the Fund.  While
         the Fund could sell a long-term debt security and invest in a
         short-term security, ordinarily the Fund would give up income on its
         investment, since long-term rates normally exceed short-term rates.

              In addition, the Funds may engage in certain transactions
         involving put and call options on financial futures contracts to hedge
         against changes in interest rates.  The U.S. Government Fund may
         purchase put and call options and sell call options on financial
         futures contracts for hedging


                                        -8-
    
<PAGE>   366
   





         purposes and may enter into closing transactions with respect to such
         options to close an existing position.  The Intermediate Government
         Fund may purchase put and call options on financial futures contracts
         which are traded on a securities exchange or board of trade for
         hedging purposes and may also enter into closing transactions with
         respect to such options to close an existing position.  Options on
         financial futures contracts are similar to options on securities
         except that a put option on a financial futures contract gives the
         purchaser the right in return for the premium paid to assume a short
         position in a financial futures contract and a call option on a
         financial futures contract gives the purchaser the right in return for
         the premium paid to assume a long position in a financial futures
         contract.

              A Fund may hedge up to the full value of its portfolio through
         the use of options and futures.  At the time a Fund purchases a
         financial futures contract or a call option on such a futures
         contract, an amount of cash or U.S. Government Securities at least
         equal to the market value of the futures contract will be deposited in
         a segregated account with the Funds' Custodian to collateralize the
         position and thereby insure that such futures contract is unleveraged.
         A Fund may not purchase or sell futures contracts or related put or
         call options if immediately thereafter the sum of the amount of margin
         deposits on the Fund's existing futures and related options positions
         and the amount of premiums paid for related options (measured at the
         time of investment) would exceed 5% of the Fund's total assets.

              While a Fund's hedging transactions may protect the Fund against
         adverse movements in the general level of interest rates, such
         transactions could also preclude the opportunity to benefit from
         favorable movements in the level of interest rates.  Due to the
         imperfect correlation between movements in the prices of futures
         contracts and movements in the prices of the related securities being
         hedged, the price of a futures contract may move more than or less
         than the price of the securities being hedged.  Options on futures
         contracts are generally subject to the same risks applicable to all
         option transactions.  In addition, a Fund's ability to use this
         technique will depend in part on the development and maintenance of a
         liquid secondary market for such options.  For a discussion of the
         inherent risks involved with futures contracts and options thereon,
         see "Risks Relating to Transactions in Futures Contracts and Related
         Options" below.

              The Funds' policies permitting the purchase and sale of futures
         contracts and certain related put or call options only for hedging
         purposes may not be changed without the approval of shareholders
         holding a majority of the applicable Fund's outstanding voting
         securities.  The Board of Trustees may authorize procedures, including
         numerical limitations, with regard to such transactions in furtherance
         of a Fund's investment objectives.  Such procedures are not deemed to
         be fundamental and may be changed by the Board of Trustees without the
         vote of the Fund's shareholders.

              The U.S. Government Fund is also authorized to, but presently
         does not intend to, engage in certain investment techniques involving
         the sale of covered call and secured put options for the purpose of
         generating additional income.  The Fund will not engage in such
         transactions without first having given shareholders at least 60 days'
         written notice.

              RISKS RELATING TO TRANSACTIONS IN FUTURES CONTRACTS AND RELATED
         OPTIONS.  Positions in futures contracts may be closed out only on an
         exchange or board of trade which provides a market for such futures.
         Although the Funds intend to purchase or sell futures contracts only
         on exchanges or boards of trade where there appears to be an active
         market, there is no assurance that a liquid market on an exchange or
         board of trade will exist for any particular contract or at any
         particular time.  In the event a liquid market does not exist, it may
         not be possible to close a


                                        -9-
    
<PAGE>   367
   





         futures position, and in the event of adverse price movements, an
         affected Fund would continue to be required to make daily cash
         payments of maintenance margin.  In addition, limitations imposed by
         an exchange or board of trade on which futures contracts are traded
         may compel or prevent a Fund from closing out a contract which may
         result in reduced gain or increased loss to the Fund.  The absence of
         a liquid market in futures contracts might cause a Fund to make or
         take delivery of the underlying securities at a time when it may be
         disadvantageous to do so.  The purchase of put options on futures
         contracts involves less potential dollar risk to the Fund than an
         investment of equal amount in futures contracts, since the premium is
         the maximum amount of risk the purchaser of the option assumes.  The
         entire amount of the premium paid for an option can be lost by the
         purchaser, but no more than that amount.

              SPECIAL CONSIDERATIONS APPLICABLE TO OPTIONS ON U.S. GOVERNMENT 
              SECURITIES

              Treasury Bonds and Notes.  Because trading interest in options
         written on Treasury bonds and notes tends to center on the most
         recently auctioned issues, the Exchanges will not continue
         indefinitely to introduce options with new expirations to replace
         expiring options on particular issues.  Instead, the expirations
         introduced at the commencement of options trading on a particular
         issue will be allowed to run their course, with the possible addition
         of a limited number of new expirations as the original ones expire.
         Options trading on each issue of bonds or notes will thus be phased
         out as new options are listed on more recent issues, and options
         representing a full range of expirations will not ordinarily be
         available for every issue on which options are traded.

              Treasury Bills.  Because the deliverable Treasury bill changes
         from week to week, writers of Treasury bill calls cannot provide in
         advance for their potential exercise settlement obligations by
         acquiring and holding the underlying security.  However, if the U.S.
         Government Fund holds a long position in Treasury bills with a
         principal amount corresponding to the principal amount of the
         securities deliverable upon exercise of the option, it may be hedged
         from a risk standpoint.  In addition, the U.S. Government Fund will
         maintain Treasury bills maturing no later than those which would be
         deliverable in the event of an assignment of an exercise notice in a
         segregated account with its Custodian so that it will be treated as
         being covered for margin purposes.

              GNMA Certificates.  The following special considerations will be
         applicable to the writing of call options on GNMA Certificates by U.S.
         Government Fund when and if trading of options thereon commences.
         Since the remaining principal balance of GNMA Certificates declines
         each month as a result of mortgage payments, the U.S. Government Fund
         as a writer of a GNMA call holding GNMA Certificates as "cover" to
         satisfy its delivery obligation in the event of exercise may find that
         the GNMA Certificates it holds no longer have a sufficient remaining
         principal balance for this purpose.  Should this occur, the Fund will
         purchase additional GNMA Certificates from the same pool (if
         obtainable) or replacement GNMA Certificates in the cash market in
         order to maintain its cover.  If for any reason, the Fund were no
         longer covered, the Fund will either enter into a closing purchase
         transaction or replace such Certificate with a Certificate which
         represents cover.  When the Fund closes its position or replaces such
         Certificate, it may realize an unanticipated loss and incur
         transaction costs.


         INVESTMENT RESTRICTIONS

              Each Fund has adopted certain fundamental investment
         restrictions.  The fundamental restrictions set forth below as well as
         the Funds' investment objectives and fundamental policies and
         restrictions set forth in the Prospectuses may not be changed without
         approval of a majority of


                                       -10-
    
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         the applicable Fund's outstanding voting securities.  Under the
         Investment Company Act of 1940, as amended (the "1940 Act"), and as
         used in the Prospectuses and this SAI, a "majority of the outstanding
         voting securities" requires the approval of the lesser of (1) the
         holders of 67% or more of the shares of a Fund represented at a
         meeting if the holders of more than 50% of the outstanding shares of
         the Fund are present in person or by proxy or (2) the holders of more
         than 50% of the outstanding shares of the Fund.

    
              Under these restrictions, a Fund may not:

              1.   Make short sales of securities or purchase securities on
                   margin, except for such short-term loans as are necessary
                   for the clearance of purchases of portfolio securities.

              2.   Engage in the underwriting of securities except insofar as
                   the Fund may be deemed an underwriter under the Securities
                   Act of 1933 in disposing of a portfolio security or purchase
                   securities which are not readily marketable.

              3.   Purchase or sell real estate or interests therein, including
                   limited partnership interests although the Fund may purchase
                   securities of issuers which engage in real estate operations
                   and securities which are secured by real estate or interests
                   therein.

              4.   Purchase oil, gas or other mineral leases, rights or royalty
                   contracts or exploration or development programs, except
                   that the Trust may invest in securities of companies which
                   invest in or sponsor such programs.

              5.   Purchase securities of other investment companies, except in
                   connection with a merger, consolidation, reorganization or
                   acquisition of assets.

              6.   Invest for the purpose of exercising control or management
                   of another company.

              7.   Invest in securities of any company if, to the knowledge of
                   the Trust, any officer or director of the Trust or its
                   Adviser owns more than 1/2 of 1% of the outstanding
                   securities of such company, and all such officers and
                   directors own in the aggregate more than 5% of the
                   outstanding securities of such company.

              8.   Issue senior securities, as defined in the Act, except that
                   the Fund may enter into repurchase agreements, lend
                   portfolio securities, and borrow as described below.

              9.   Make loans of money or securities, except by (a) the
                   purchase of fixed income obligations; (b) investing in
                   repurchase agreements; or (c) lending its portfolio
                   securities.  See "Investments, Techniques and Risk Factors"
                   in the Prospectus.

              10.  Write or purchase put or call options or purchase or sell
                   commodities or commodity futures contracts except the Fund
                   may purchase such options on debt securities and purchase or
                   sell financial futures contracts and purchase options
                   thereon.

              11.  Invest in warrants or rights except where acquired in units
                   or attached to other securities.



                                       -11-
<PAGE>   369





              12.  Enter into a repurchase agreement maturing in more than
                   seven days, if as a result such repurchase agreements
                   together with restricted securities and securities for which
                   there are no readily available market quotations would
                   constitute more than 10% of the Fund's total assets, or
                   enter into reverse repurchase agreements exceeding in the
                   aggregate one-third of the market value of the Fund's total
                   assets less liabilities other than obligations created by
                   reverse repurchase agreements.

              13.  Invest more than 5% of the market or other fair value of its
                   assets in the securities of any one issuer and shall not
                   purchase more than 10% of the voting securities or more than
                   10% of any class of securities of any one issuer.  This
                   restriction does not apply to U.S. Government securities as
                   defined in the Prospectuses.

              14.  Borrow in excess of 15% of the market or fair value of its
                   total assets or pledge its assets to an extent greater than
                   10% of the market or other fair value of its total assets.
                   Borrowings must be from banks and undertaken only as a
                   temporary measure for extraordinary or emergency purposes.
                   Collateral arrangements maintained in connection with the
                   writing of covered call options or margin deposits in
                   connection with the sale of futures contracts and related
                   options are not deemed to be a pledge or other encumbrance.
                   The restriction on borrowing does not prohibit the use of
                   reverse repurchase agreements in an amount (including any
                   borrowings) not to exceed 33 1/3% of the Fund's net assets.

   
              In addition, U.S. Government Fund may invest only in those
         investments which a federally chartered savings and loan association
         by law or regulation may, without limitation as to percentage of
         assets, invest in, sell, redeem, hold or otherwise deal with.  The
         Intermediate Government Trust may not invest more than 25% of its
         total assets in the securities of issuers in any single industry,
         provided that there shall be no such limitation on the purchase of
         obligations issued or guaranteed by the U.S. Government or its
         agencies or instrumentalities.

              Notwithstanding any investment restriction to the contrary, the
         Funds 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.

         THOSE RESPONSIBLE FOR MANAGEMENT

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

              Set forth below is the principal occupation or employment of the
         Trustees and officers of the Trust during the past five years.





                                       -12-
    
<PAGE>   370
   

<TABLE>
<CAPTION>
                                     POSITION HELD    PRINCIPAL OCCUPATION(S)
         NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS
         ----------------            --------------   -----------------------

         <S>                         <C>              <C>
         Edward J. Boudreau, Jr.*    Trustee,         Chairman and Chief Executive
         101 Huntington Avenue       Chairman and     Officer, the Adviser and The
         Boston, MA 02199            Chief Executive  Berkeley Financial Group
                                     Officer(1)(2)    ("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, 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
</TABLE>


                                       -13-
    
<PAGE>   371
   

<TABLE>
<CAPTION>
                                     POSITION HELD    PRINCIPAL OCCUPATION(S)
         NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS
         ----------------            --------------   -----------------------

         <S>                         <C>              <C>
                                                      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
         601 Colorado Street                          Texas System and former
         O'Henry Hall                                 President of the University of
         Austin, TX 78701                             Texas, Austin, 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,
                                                      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
         460 North Gulph Road                         company); Senior Vice
         King of Prussia, PA 19406                    President, Finance UGI Corp.
                                                      (public utility holding
                                                      company) (until 1992);  and
                                                      Trustee or Director of other
                                                      investment companies
                                                      managed by the Adviser.
</TABLE>


                                       -14-
    
<PAGE>   372
   

<TABLE>
<CAPTION>
                                     POSITION HELD    PRINCIPAL OCCUPATION(S)
         NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS
         ----------------            --------------   -----------------------

         <S>                         <C>              <C>
         Leo E. Linbeck, Jr.         Trustee          Chairman, President, Chief
         3810 W. Alabama                              Executive Officer and
         Houston, TX 77027                            Director, 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
                                                      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 #3, 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 Drive, #208                  Holdings, Inc.; Director,
         Naples, FL 33942                             First Signature Bank & Trust
                                                      Company (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,
         Rt. 1, Box 249 E                             Deputy Chief of Staff for
         Linden, VA 22642                             Manpower and Reserve
                                                      Affairs, Headquarters Marine
                                                      Corps; Commanding General
                                                      III Marine Expeditionary
                                                      Force/3rd Marine Division
</TABLE>

                                       -15-
    
<PAGE>   373
   

<TABLE>
<CAPTION>
                                     POSITION HELD    PRINCIPAL OCCUPATION(S)
         NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS
         ----------------            --------------   -----------------------

         <S>                         <C>              <C>
                                                      (retired 1991); and Trustee or
                                                      Director of other investment
                                                      companies managed by the
                                                      Adviser.

         John P. Toolan              Trustee(3)       Director, The Smith Barney
         13 Chadwell Place                            Muni Bond Funds, The Smith
         Morristown, NJ 07960                         Barney Tax-Free Money Fund,
                                                      Inc., Vantage Money Market
                                                      Funds (mutual funds), The
                                                      Inefficient-Market Fund, Inc.
                                                      (closed-end investment
                                                      company) and Smith Barney
                                                      Trust Company of Florida;
                                                      Chairman, Smith Barney Trust
                                                      Company (retired December,
                                                      1991); Director, Smith Barney,
                                                      Inc., Mutual Management
                                                      Company and Smith, Barney
                                                      Advisers, Inc. (investment
                                                      advisers) (retired 1991); 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    President and Chief
         101 Huntington Avenue       and Chief        Investment Officer, the
         Boston, MA 02199            Investment       Adviser.
                                     Officer(2)

         Anne C. Hodsdon*            President(2)     Executive Vice President, the
         101 Huntington Avenue                        Adviser.
         Boston, MA 02199

         James B. Little*            Senior Vice      Senior Vice President, the
         101 Huntington Avenue       President and    Adviser.
         Boston, MA 02199            Chief Financial
                                     Officer

         Thomas H. Drohan*           Senior Vice      Senior Vice President and
         101 Huntington Avenue       President and    Secretary, the Adviser.
         Boston, MA 02199            Secretary
</TABLE>

                                       -16-
    
<PAGE>   374
   

<TABLE>
<CAPTION>
                                     POSITION HELD    PRINCIPAL OCCUPATION(S)
         NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS
         ----------------            --------------   -----------------------
         <S>                         <C>              <C>
         Michael P. DiCarlo*         Senior Vice      Senior Vice President, the
         101 Huntington Avenue       President(2)     Adviser.
         Boston, MA 02199

         Edgar Larsen*               Senior Vice      Senior Vice President, the
         101 Huntington Avenue       President        Adviser.
         Boston, MA 02199

         B.J. Willingham*            Senior Vice      Senior Vice President, the
         101 Huntington Avenue       President        Adviser.  Formerly, Director
         Boston, MA 02199                             and Chief Investment Officer
                                                      of Transamerica Fund
                                                      Management Company.

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

         Susan S. Newton*            Vice President   Vice President and Assistant
         101 Huntington Avenue       and Compliance   Secretary, the Adviser.
         Boston, MA 02199            Officer

         John A. Morin*              Vice President.  Vice President, the Adviser.
         101 Huntington Avenue
         Boston, MA 02199

<FN>
         __________________
         *   An "interested person" of the Fund, 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>

              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 April 28, 1995, there were 980,071 shares of the
         Intermediate Government Fund and 2,298,041 shares of U.S. Government
         Trust outstanding and officers and Trustees of the Trust as a group
         beneficially owned less than 1% of the outstanding shares of the Trust
         and of each of the Funds.  At such date, the following shareholders
         held, as record owner, 5% or more of the shares of the respective
         Funds:

                                       -17-
    
<PAGE>   375
   

<TABLE>
<CAPTION>
                                                 PERCENTAGE OWNERSHIP
         INTERMEDIATE GOVERNMENT TRUST:          OF OUTSTANDING SHARES
         ------------------------------          ---------------------
         <S>                                          <C>
         Merrill Lynch Pierce Fenner & Smith          17.3%
         Trade House Account - Book Entry
         Team B - 3rd Floor
         4800 Deer Lake Drive East
         Jacksonville, FL  32246

         U.S. Government Trust:
         ----------------------

         Merchants & Marine Bank                      13.24%
         Attn:  Mike Dickson
         P. O. Box 279
         Pascagoula, MS 39567-0729

         Merrill Lynch Pierce Fenner & Smith Inc.     10.18%
         Trade House Account - Book Entry
         Team B - 3rd Floor
         4800 Deer Lake Drive East
         Jacksonville, FL  32246

         River Production Co. Inc.                     8.77%
         P. O. Box 909
         Columbia, MS  39429-0909

         Northern Trust Co. Ttee.                      6.52%
         FBO Adventist Health System/West
         Attn:  Tiffany Snyder
         P. O. Box 92956
         A/C 822-85446/4-866770
         Chicago, IL  60675-29

         First Diboll Company                          5.97%
         P. O. Box 152020
         Lufkin, TX  75915-2020

         Municipal Workers Compensation Fund Inc.      5.84%
         P. O. Box 1270
         Montgomery, AL  36102

         Baptist General Convention of Texas           5.63%
         333 N. Washington
         Dallas, TX  75246-1798

         Home Federal Savings Bank                     5.41%
         Attn:  Helen Groves Coleman
         9108 Woodward Avenue
         Detroit, MI  48202-1699
</TABLE>


                                       -18-
    
<PAGE>   376
   

              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 and 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, 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.

              COMPENSATION OF THE BOARD OF TRUSTEES AND ADVISORY BOARD.  Each
         Trustee who is not an "interested person," as such term is defined in
         the 1940 Act ("Independent Trustee"), receives an annual retainer of
         $44,000, a meeting fee of $4,000 for each of the four regularly
         scheduled meetings held during the year and a fee of $25 per day or
         actual travel expenses, whichever is greater.  This compensation is
         apportioned among the John Hancock funds, including the U.S.
         Government Fund and Intermediate Government Fund, on which such
         Trustees serve based on the net asset value of such funds.  Advisory
         Board Members receive from the John Hancock funds an annual retainer
         of $40,000 and a meeting fee of $7,000 for each of the two regularly
         scheduled meetings to be held in 1995 and the one in 1996.  For the
         fiscal year ended March 31, 1994, the Trust paid Trustees' fees in the
         aggregate of $26,337 to all the Trustees then serving as such.



                                       -19-
    
<PAGE>   377
   

         INVESTMENT ADVISORY AND OTHER SERVICES

              As described in the Prospectus, the Funds receive their
         investment advice from the Adviser.  Investors should refer to the
         Prospectuses for a description of certain information concerning the
         investment management contracts.  Each of the Trustees and principal
         officers affiliated with the Trust who is also an affiliated person of
         the Adviser is named above, together with the capacity in which such
         person is affiliated with the Trust or the Adviser.

              The Adviser, located at 101 Huntington Avenue, Boston,
         Massachusetts 02199-7603, was organized in 1968 and currently has over
         $13 billion in assets under management in its capacity as investment
         adviser to the Funds and the other mutual funds and publicly traded
         investment companies in the John Hancock group of funds having a
         combined total of over 800,000 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 over $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 Trust, on behalf of each Fund, has
         entered into an investment management contract with the Adviser.
         Under the investment management contracts, the Adviser provides the
         Funds with (i) a continuous investment program, consistent with each
         Fund's stated investment objective and policies, (ii) supervision of
         all aspects of the Funds' 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 their business.  The
         Adviser is responsible for the day-to-day management of each Fund's
         portfolio assets.

              No person other than the Adviser and its directors and employees
         regularly furnishes advice to the Funds with respect to the
         desirability of the Funds 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 contracts with the
         Funds, the Adviser provides the Trust with office space, equipment and
         supplies and other facilities and personnel required for the business
         of the Trust.  The Adviser pays the compensation of all officers and
         employees of the Trust and pays the expenses of clerical services
         relating to the administration of each Fund.  All expenses which are
         not specifically paid by the Adviser and which are incurred in the
         operation of the Trust including, but not limited to, (i) the fees of
         the Independent Trustees, (ii) the fees of the members of the Trust's
         Advisory Board (described above) and (iii) the continuous public
         offering of the shares of the Funds are borne by the Funds and/or the
         other series of the Trust.  Subject to the conditions set forth in a
         private letter ruling that the Funds have received from the Internal
         Revenue Service relating to their multiple-class structure, class
         expenses properly allocable to any Class A or Class B shares will be
         borne exclusively by such class of shares.


                                       -20-
    
<PAGE>   378
   

              The investment management contract with the Trust, on behalf of
         Intermediate Government Fund, provides that the Trust shall pay the
         Adviser for its services, out of the assets of Intermediate Government
         Fund, a monthly fee, computed at the annual rate of 0.50% of the
         average daily net assets of Intermediate Government Fund.  Prior to
         April 1, 1993, investment advisory fees paid by the Intermediate
         Government Fund amounted to 0.45% of its average daily net assets.  On
         February 16, 1993, the Trust's Board of Trustees, including all of the
         Independent Trustees, approved an amendment to the investment
         management contract whereby the fee payable to the Fund's prior
         investment adviser under the investment management contract be
         increased to 0.50% of the average daily net assets of Intermediate
         Government Fund, and at a meeting on March 29, 1993, shareholders of
         Intermediate Government Fund approved the amended investment
         management contract.

<TABLE>

              The investment management contract with the Trust, on behalf of
         U.S. Government Fund, provides that the Trust shall pay the Adviser
         for its services, out of the assets of U.S. Government Fund, a monthly
         fee, computed at the following rates:


<CAPTION>
                      AVERAGE DAILY NET ASSETS OF               FEE
                   JOHN HANCOCK U.S. GOVERNMENT TRUST       (ANNUAL RATE)
                   ----------------------------------       -------------
                   <S>                                          <C>
                   On the first $200 million............        0.650%
                   On the next $300 million.............        0.625%
                   On the excess over $500 million......        0.600%
</TABLE>

              The Adviser may voluntarily and temporarily reduce its advisory
         fee or make other arrangements to limit each Fund's expenses to a
         specified percentage of its 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, such
         Fund's annual expenses fall below this limit.

              In the event normal operating expenses of a Fund, exclusive of
         certain expenses prescribed by state law, are in excess of any state
         limit where that 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 each 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 contracts, the Adviser is
         not liable to the Funds or their shareholders for any error of
         judgment or mistake of law or for any loss suffered by a Fund in
         connection with the matters to which their respective contracts
         relate, 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 term of each investment management contract expires on
         December 22, 1996 and each contract will continue in effect from year
         to year thereafter if approved annually by a vote of a majority of the
         Independent Trustees of the Trust, on behalf of the affected 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 affected Fund's outstanding voting securities.  A
         management contract may, on 60 days' written notice, be terminated at
         any time without the payment of any penalty by the affected Fund by
         vote of a majority of the outstanding voting


                                       -21-
    
<PAGE>   379
   

         securities of the affected Fund, by the Trustees or by the Adviser.  A
         management contract terminates automatically in the event of its
         assignment.

              Securities held by the Funds 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 the purchase or sale of securities by the Adviser or
         for other funds or clients for which the Adviser renders investment
         advice arise for consideration at or about the same time, transactions
         in such securities will be made, insofar as feasible, for the
         respective funds or clients in a manner deemed equitable to all of
         them.  To the extent that transactions on behalf of more than one
         client of the Adviser or its affiliates may increase the demand for
         securities being purchased or the supply of securities being sold,
         there may be an adverse effect on price.

              Under the investment management contracts, the Funds may use the
         name "John Hancock" or any name derived from or similar to it only as
         long as the applicable investment management contract or any
         extension, renewal or amendment thereof remains in effect.  If a
         Fund's investment management contract is no longer in effect, that
         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 March 31, 1992, 1993 and 1994,
         advisory fees payable by Intermediate Government Fund to TFMC amounted
         to $5,904, $6,588 and $24,447, respectively; however, a portion of
         such fees was not imposed pursuant to the voluntary fee and expense
         limitation arrangements then in effect (see "Financial Highlights" in
         the Prospectus).  For the fiscal years ended March 31, 1992, 1993 and
         1994, advisory fees payable by U.S. Government Fund to TFMC amounted
         to $704,437, $128,579 and $143,566, respectively.

              ADMINISTRATIVE SERVICES AGREEMENT.  The Trust, on behalf of the
         Funds, was a party to administrative services agreements with TFMC
         (the "Services Agreements"), 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 Funds.  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 Funds.  The Services Agreements were
         amended in connection with the appointment of the Adviser as adviser
         to the Funds to permit services under the Agreements to be provided to
         the Funds by the Adviser and its affiliates.  The Services Agreements
         were terminated during the current fiscal year.

              For the fiscal years ended March 31, 1992, 1993 and 1994, the
         amounts paid by Intermediate Government Fund pursuant to its Services
         Agreement (before expense reimbursement) were $21,064, $21,062 and
         $28,021, respectively.  Of such amounts, $17,977, $17,952 and $24,751,
         respectively, were paid to TFMC and $3,087, $3,110 and $3,270,
         respectively, were paid for certain data processing services.


                                       -22-
    
<PAGE>   380
   

              For the fiscal years ended March 31, 1992, 1993 and 1994, U.S.
         Government Fund reimbursed TFMC $14,972, $47,572 and $38,604,
         respectively, for such services.  Of such amounts $74,568, $37,082 and
         $28,654, respectively, were paid to TFMC and $17,404, $10,490 and
         $9,950, respectively, were paid for certain data processing and
         pricing information services.


         DISTRIBUTION CONTRACTS

              DISTRIBUTION CONTRACTS.   As discussed in the Prospectuses, each
         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 Contracts dated
         December 22, 1994 (the "Distribution Contracts"), to purchase shares
         from the Funds 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 Contracts were initially adopted by the
         affirmative vote of the Trust's Board of Trustees including the vote a
         majority of the Independent Trustees cast in person at a meeting
         called for such purpose.  Each Distribution Contract shall continue in
         effect until December 22, 1995 and from year to year thereafter if
         approved by either the vote of the relevant Fund's shareholders or the
         Board of Trustees, including the vote of a majority of the Independent
         Trustees, cast in person at a meeting called for such purpose.  A
         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 relevant Fund and
         terminates automatically in the case of an assignment by John Hancock
         Funds.

              Total underwriting commissions for sales of the Class A shares of
         Intermediate Government Fund and U.S. Government Fund for the fiscal
         years ended March 31, 1992 were $8,798 and $12,225; for 1993 were
         $5,066 and $2,267; and for 1994 were $0 and $172, respectively.  Of
         the amounts, for sales of Class A shares of Intermediate Government
         Fund, $1,014, $215 and $0 was retained by Transamerica Fund
         Distributors, Inc., the Funds' former distributor, for the fiscal
         years ended March 31, 1992, 1993 and 1994, respectively, and the
         remainders were reallowed to dealers.  For sales of Class A shares of
         U.S. Government Fund, $1,226, $104 and $0 was retained by Transamerica
         Fund Distributors, Inc. for the fiscal years ended March 31, 1992,
         1993 and 1994, respectively, and the remainders were reallowed to
         dealers.

              DISTRIBUTION PLAN.  The Board of Trustees, including the
         Independent Trustees of the Trust, approved new distribution plans for
         each Fund pursuant to Rule 12b-1 under the 1940 Act for  Class A
         shares ("Class A Plans") and Class B shares ("Class B Plans").  Such
         Plans were approved by a majority of the outstanding shares of each
         respective class on December 16, 1994 and became effective on December
         22, 1994.

              Under the Class A Plans, the distribution or service fee will not
         exceed an annual rate of 0.25% of the average daily net asset value of
         the Class A shares of the Funds (determined in accordance with the
         appropriate Fund's Prospectus as from time to time in effect).  Any
         expenses under a Fund's Class A Plan not reimbursed within 12 months
         of being presented to such Fund for


                                       -23-
    
<PAGE>   381
   

         repayment are forfeited and not carried over to future years.  Under
         the Class B Plans, the distribution or service fee to be paid by the
         Funds will not exceed an annual rate of 1.00% of the average daily net
         assets of the Class B shares of the Funds (determined in accordance
         with the appropriate Fund's prospectus as from time to time in
         effect); provided that the portion of such fee used to cover Service
         Expenses (described below) shall not exceed an annual rate of 0.25% of
         the average daily net asset value of the Class B shares of the
         respective Fund.  Under the Class B Plans, the fee covers the
         Distribution and Service Expenses (described below) and interest
         expenses on unreimbursed distribution expenses.  In accordance with
         generally accepted accounting principles, the Funds do not treat
         unreimbursed distribution expenses as a liability of the Fund and do
         not reduce the current net assets of Class B shares by such amount,
         although the amount may be payable in the future.

              Under the Plans, 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 relevant class of the Funds, 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 a Fund's former
         distributor and not recovered through payments under the Class A or
         Class B former plans or through receipt of contingent deferred sales
         charges; 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 a Fund,
         distribution expenses originally incurred in connection with the
         distribution of the Acquired Fund's shares.  Service Expenses under
         the Plans 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 relevant class of the
         Fund.

              During the fiscal year ended March 31, 1994, total payments made
         under the Class A Plan by U.S. Government Fund to TFMC amounted to
         $43,954, and, of such amount, (1) $15,892 represented payments for
         distribution and/or administrative services provided by dealers, (2)
         $5,935 represented payments for services provided to new shareholders
         by John Hancock Funds, (3) $6,407 represented payments for the cost of
         printing and distributing Prospectuses and Statements of Additional
         Information and various Fund reports to investors, (4) $12,670
         represented payments for various sales literature and (5) $3,050
         represented payments for advertising.  There were no payments made
         under the Class A Plan by Intermediate Government Trust during the
         fiscal year ended March 31, 1994.

              The Board of Trustees authorized two classes of shares of
         beneficial interest for each Fund on July 19, 1994.  Accordingly, no
         payments were made under the Class B Plans during the fiscal year
         ended March 31, 1994.

              Each of the Plans 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.  Each of the Plans
         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 respective Class'


                                       -24-
    
<PAGE>   382
   

         outstanding voting securities or (b) by John Hancock Funds on 60 days'
         notice in writing to the affected Fund.   Each of the Plans 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 class of the affected Fund
         which has voting rights with respect to the Plan.  Each of the Plans
         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 Trust.  The holders of Class A shares
         and Class B shares have exclusive voting rights with respect to the
         Plan applicable to their respective class of shares of the Fund in
         which they are shareholders.  In adopting the Plans, the Board of
         Trustees has determined that, in its judgment, there is a reasonable
         likelihood that the Plans will benefit the holders of the applicable
         class of shares of the Funds.

              Information regarding the services rendered under the Plans and
         the Distribution Contracts and the amounts paid therefor by the
         respective Class of the Funds are 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 Plans
         and the Distribution Contracts and the level of compensation provided
         therein.

              When the Trust 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."


         NET ASSET VALUE

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

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

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

              A Fund will not price its securities on the following national
         holidays:  New Year's Day; Presidents' Day; Good Friday; Memorial Day;
         Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.



                                       -25-
    
<PAGE>   383
   

         INITIAL SALES CHARGE ON CLASS A SHARES

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

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

              WITHOUT SALES CHARGE.  As described in the Prospectuses, Class A
         shares of the Funds may be sold without a sales charge to certain
         persons described in the Prospectuses.

              ACCUMULATION PRIVILEGE.  Investors (including investors combining
         purchases) who are already Class A shareholders may also obtain the
         benefit of the reduced sales charge by taking into account not only
         the amount then being invested but also the purchase price or value of
         the Class A shares already held by such person.

              COMBINATION PRIVILEGE.  Reduced sales charges (according to the
         schedule set forth in each Fund's Class A and Class B Prospectus) also
         are available to an investor based on the aggregate amount of his
         concurrent and prior investments in Class A shares of such Fund and
         shares of all other John Hancock funds which carry a sales charge.

              LETTER OF INTENTION.  The reduced sales loads are also applicable
         to investments made over a specified period pursuant to a Letter of
         Intention (LOI), which should be read carefully prior to its execution
         by an investor.  The Funds offer two options regarding the specified
         period for making investments under the LOI.  All investors have the
         option of making their investments over a period of thirteen (13)
         months.  Investors who are using the Funds as a funding medium for a
         qualified retirement plan, however, may opt to make the necessary
         investments called for by the LOI over a forty-eight (48) month
         period.  These qualified retirement plans include IRAs, SEP, SARSEP,
         TSA, 401(k) plans, TSA plans and 457 plans.  Such an investment
         (including accumulations and combinations) must aggregate $50,000 or
         more invested during the specified period from the date of the LOI or
         from a date within ninety (90) days prior thereto, upon written
         request to Investor Services.  The sales charge applicable to all
         amounts invested under the LOI is computed as if the aggregate amount
         intended to be invested had been invested immediately.  If such
         aggregate amount is not actually invested, the difference in the sales
         charge actually paid and the sales charge payable had the LOI not been
         in effect is due from the investor.  However, for the purchases
         actually made within the specified period (either 13 or 48 months),
         the sales charge applicable will not be higher than that which would
         have been applied (including accumulations and combinations) had the
         LOI been for the amount actually invested.


                                       -26-
    
<PAGE>   384
   

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


         DEFERRED SALES CHARGE ON CLASS B SHARES

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

              CONTINGENT DEFERRED SALES CHARGE.  Class B shares which are
         redeemed within six years of purchase will be subject to a contingent
         deferred sales charge ("CDSC") at the rates set forth in each Fund's
         Class A and Class B Prospectus as a percentage of the dollar amount
         subject to the CDSC.  The charge will be assessed on an amount equal
         to the lesser of the current market value or the original purchase
         cost of the Class B shares being redeemed.  Accordingly, no CDSC will
         be imposed on increases in account value above the initial purchase
         prices, including Class B shares derived from reinvestment of
         dividends or capital gains distributions.

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

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


         SPECIAL REDEMPTIONS

              Although it would not normally do so, each 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 Funds have elected to be governed by
         Rule 18f-1 under the 1940 Act, pursuant to which each Fund is
         obligated to redeem shares solely


                                       -27-
    
<PAGE>   385
   

         in cash up to the lesser of $250,000 or 1% of the net asset value of
         the applicable Fund during any 90 day period for any one account.


         ADDITIONAL SERVICES AND PROGRAMS

              EXCHANGE PRIVILEGE.  As described more fully in the Prospectuses,
         the Funds permit exchanges of shares of any class of the Funds for
         shares of the same class in any other John Hancock fund offering that
         class.

              SYSTEMATIC WITHDRAWAL PLAN.  As described briefly in the Class A
         and Class B Prospectuses, the Funds permit the establishment of a
         Systematic Withdrawal Plan.  Payments under this plan represent
         proceeds arising from the redemption of Fund shares.  Since the
         redemption price of Fund shares may be more or less than the
         shareholder's cost, depending upon the market value of the securities
         owned by a Fund at the time of redemption, the distribution of cash
         pursuant to this plan may result in realization of gain or loss for
         purposes of Federal, state and local income taxes.  The maintenance of
         a Systematic Withdrawal Plan concurrently with purchases of additional
         Class A or Class B shares of a Fund could be disadvantageous to a
         shareholder because of the initial sales charge payable on such
         purchases of Class A shares and the CDSC imposed on redemptions of
         Class B shares and because redemptions are taxable events.  Therefore,
         a shareholder should not purchase Fund shares at the same time as a
         Systematic Withdrawal Plan is in effect.  The Funds reserve 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 Investor Services.

              MONTHLY AUTOMATIC ACCUMULATION PROGRAM ("MAAP").  This program is
         explained fully in each Fund's Class A and Class B 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.

              REINVESTMENT PRIVILEGE.  A shareholder who has redeemed Fund
         shares may, within 120 days after the date of redemption, reinvest
         without payment of a sales charge any part of the redemption proceeds
         in shares of the same class of that Fund or another John Hancock
         mutual fund, subject to the minimum investment limit in that fund.
         The proceeds from the redemption of Class A shares may be reinvested
         at net asset value without paying a sales charge in Class A shares of
         the Funds or in Class A shares of another John Hancock mutual fund.
         If a CDSC was paid upon a redemption, a shareholder may reinvest the
         proceeds from that redemption at net asset value in additional shares
         of the class from which the redemption was made.  The shareholder's
         account will be credited with the amount of any CDSC charged upon the
         prior redemption and the


                                       -28-
    
<PAGE>   386
   

         new shares will continue to be subject to the CDSC.  The holding
         period of the shares acquired through reinvestment will, for purposes
         of computing the CDSC payable upon a subsequent redemption, include
         the holding period of the redeemed shares.  The Funds may modify or
         terminate the reinvestment privilege at any time.

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

         DESCRIPTION OF THE TRUST'S SHARES

              Ownership in the Funds 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
         Trust 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 series.

              Each share of each series or class of the Trust represents an
         equal proportionate interest with each other in that series or class,
         none having priority or preference over other shares of the same
         series or class.  The interest of investors in the various series or
         classes of the Trust is separate and distinct.  All consideration
         received for the sales of shares of a particular series or class of
         the Trust, all assets in which such consideration is invested and all
         income, earnings and profits derived from such investments will be
         allocated to and belong to that series or class.  As such, each such
         share is entitled to dividends and distributions out of the net income
         belonging to that series or class as declared by the Board of
         Trustees.  Shares of the Trust have a par value of $0.01 per share.
         The assets of each series are segregated on the Trust's books and are
         charged with the liabilities of that series and with a share of the
         Trust's general liabilities.  The Board of Trustees determines those
         assets and liabilities deemed to be general assets or liabilities of
         the Trust, and these items are allocated among each series in
         proportion to the relative total net assets of each series.  In the
         unlikely event that the liabilities allocable to a series exceed the
         assets of that series, all or a portion of such liabilities may have
         to be borne by the other series.

              Pursuant to the Declaration of Trust, the Trustees have
         established six series of shares, including the Funds, and 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 (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).  The four other series of Trust are John Hancock
         Adjustable U.S. Government Trust, John Hancock Investment Quality Bond
         Fund, John Hancock Government Securities Trust and John Hancock
         Adjustable U.S. Government Fund.  As of the date of this Statement of
         Additional Information, the Trustees have authorized the issuance of
         two classes of shares of the Funds, designated as Class A and Class B.
         Class A and Class B shares of each Fund represent an equal
         proportionate interest in the aggregate net asset values attributable
         to that class of such Fund.  Holders of Class A shares and Class B
         shares each have certain exclusive voting rights on matters relating
         to the Class A Plan and the Class B Plan, respectively, of the
         applicable Fund.  The different classes of the Funds may bear
         different expenses relating to the cost of holding shareholder
         meetings necessitated by the exclusive voting rights of any class of
         shares.


                                       -29-
    
<PAGE>   387
   

              Dividends paid by the Funds, if any, with respect to each class
         of shares will be calculated in the same manner, at the same time and
         on the same day and will be in the same amount, except that (i) the
         distribution and service fees relating to Class A and Class B shares
         relating to Class A and Class B shares will be borne exclusively by
         that Class, (ii) Class B shares will pay higher distribution and
         service fees than Class A shares and (iii) each of Class A shares and
         Class B shares will bear any class expenses properly allocable to such
         class of shares, 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.  Accordingly, the
         net asset value per share may vary depending whether Class A shares or
         Class B shares are purchased.

              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% of
         the shares voting can, if they choose, elect all Trustees being voted
         upon, while the holders of the remaining shares would be unable to
         elect any Trustees.  Although the Trust 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 shareholder's meeting
         must be called if so requested in writing by the holders of record of
         10% or more of the outstanding shares of the Trust.  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 Trust is liable to the
         Trust or any series or to a shareholder, nor is any Trustee, officer,
         employee or agent liable to any third persons in connection with the
         affairs of the Trust, 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 particular series' property for satisfaction
         of claims arising in connection with the affairs of that series.  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 Trust.

              As a Massachusetts business trust, the Trust is not required to
         issue share certificates.  The Trust shall continue without limitation
         of time subject to the provisions in the Declaration of Trust
         concerning termination by action of the shareholders.

              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 Trust's
         Declaration of Trust contains an express disclaimer of shareholder
         liability for acts, obligations and affairs of the Trust.  The
         Declaration of Trust also provides for indemnification out of the
         Trust'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 circumstances in which the Trust
         itself would be unable to meet its obligations, and the possibility of
         this occurrence is remote.


                                       -30-
    
<PAGE>   388
   

         TAX STATUS

              Each Fund is treated as a separate entity for accounting and tax
         purposes.  Each Fund has qualified and 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, each Fund will not be subject to Federal income tax on its net
         income (including net short- term and long-term capital gain) which is
         distributed to shareholders at least annually in accordance with the
         timing requirements of the Code.

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

              Distributions from a Fund's current or accumulated earnings and
         profits ("E&P"), as computed for Federal income tax purposes, will be
         taxable as described in the Funds' Prospectuses whether taken in
         shares or in cash.  Distributions, if any, in excess of E&P will
         constitute a return of capital, which will first reduce an investor's
         tax basis in Fund shares and thereafter (after such basis is reduced
         to zero) will generally give rise to 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 elected to receive the distributions in cash, divided by the
         number of shares received.

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

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


                                       -31-
    
<PAGE>   389
   

         redemption of shares with a tax holding period of six months or less
         will be treated as a long-term capital loss to the extent of any
         amounts treated as distributions of long-term capital gain with
         respect to such shares.

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

              For Federal income tax purposes, each Fund is permitted to carry
         forward a net capital loss in any year to offset its own 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
         applicable Fund and, as noted above, would not be distributed as such
         to shareholders.  At December 31, 1994, the Intermediate Government
         Fund had $735,389 of capital loss carryforwards available to offset
         future net capital gains and such capital loss carryforwards expire as
         follows:  $28,597 in 1997 and $706,792 in 2002.  At December 31, 1994,
         the U.S. Government Fund had $53,533,889 of capital loss carryforwards
         available to offset future net capital gains, and such capital loss
         carryforwards expire as follows: $39,799,667 in 1996, $2,986,286 in
         1997, $5,412,804 in 1998, $653,763 in 1999, $2,152,064 in 2000 and
         $2,529,305 in 2002.

              Dividends, including capital gain distributions, paid by the
         Funds to their corporate shareholders will not qualify for the
         corporate dividends received deduction in their hands.

              Each Fund that invests in certain PIKs, zero coupon securities or
         certain increasing rate securities (and, in general, any other
         securities with original issue discount or with market discount if the
         Fund elects to include market discount in income currently) must
         accrue income on such investments prior to the receipt of the
         corresponding cash payments.  However, each Fund must distribute, at
         least annually, all or substantially all of its net income, including
         such accrued income, to shareholders to qualify as a regulated
         investment company under the Code and avoid Federal income and excise
         taxes.  Therefore, a Fund may have to dispose of its portfolio
         securities under disadvantageous circumstances to generate cash, or
         may have to leverage itself by borrowing the cash, to satisfy
         distribution requirements.

              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.


                                       -32-
    
<PAGE>   390
   

              Each Fund may be required to account for its transactions in
         dollar rolls in a manner that, under certain circumstances, may limit
         the extent of its participation in such transactions.

              Limitations imposed by the Code on regulated investment companies
         like the Funds may restrict each Fund's ability to enter into futures
         and options forward transactions.

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

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

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

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


         CALCULATION OF PERFORMANCE

              For the 30-day period ended September 30, 1994, the annualized
         yield of Intermediate Government Fund's Class A shares was 4.96%, and
         for the 30-day period ended September 30, 1994, the annualized yield
         of U.S. Government Fund's Class A shares was 4.97%.  The average
         annual total returns of the Class A shares of the Intermediate
         Government Fund for the one, five and life of the Fund (November 3,
         1986 (initial public offering)) periods ended September 30, 1994 were
         (9.13)%, 5.73% and 6.16%, respectively.  The average annual total
         returns of the Class


                                       -33-
    
<PAGE>   391
   

         A shares of the U.S. Government Fund for the one, five and life of the
         Fund (inception) periods ended September 30, 1994 were (9.37)%, 5.88%
         and 6.20%, respectively.  The performance of the Intermediate
         Government Fund would be lower if the Fund's former investment adviser
         did not voluntarily limit the Fund's operating expenses.

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

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

              a=   dividends and interest earned during the period.

              b=   net expenses accrued during the period.

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

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

              Each Fund's total return is computed by finding the average
         annual compounded rate of return over the 1-year, 5-year, and 10-year
         periods that would equate the initial amount invested to the ending
         redeemable value according to the following formula:

                                P (1 + T)n = ERV

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

              T=   average annual total return

              n=   number of years

              ERV= ending redeemable value of a hypothetical $1,000 investment 
                   made at the beginning of the designated periods or fraction 
                   thereof.

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

              In addition to average annual total returns, a Fund may quote
         unaveraged or cumulative total returns reflecting the simple change in
         value of an investment over a stated period.  Cumulative total returns
         may be quoted as a percentage or as a dollar amount, and may be
         calculated for a single investment, a series of investments, and/or a
         series of redemptions, over any time period.  Total returns may be
         quoted with or without taking a Fund's maximum sales


                                       -34-
    
<PAGE>   392
   

         charge on Class A shares or the CDSC on Class B shares into account.
         Excluding a Fund's sales charge on Class A shares and the CDSC on
         Class B shares from a total return calculation produces a higher total
         return figure.

              From time to time, in reports and promotional literature, a
         Fund's yield and total return will be compared to indices of mutual
         funds and bank deposit vehicles such as Lipper Analytical Services,
         Inc.'s "Lipper -- Fixed Income Fund Performance Analysis," a monthly
         publication which tracks net assets, total return, and yield on
         approximately 1,700 fixed income mutual funds in the United States.
         Ibbotson and Associates, CDA Weisenberger and F.C. Towers are also
         used for comparison purposes, as well as the Russell and Wilshire
         Indices.

              Performance rankings and ratings reported periodically in
         national financial publications such as MONEY Magazine, FORBES,
         BUSINESS WEEK, THE WALL STREET JOURNAL, MICROPAL, INC., MORNINGSTAR,
         STANGER'S and BARRON'S, etc. will also be utilized.

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

              ADDITIONAL PERFORMANCE INFORMATION.  The Funds may use
         comparative performance information from certain industry research
         materials and/or published in various periodicals.  The
         characteristics of the investments in such comparisons may be
         different from those investments of a Fund's portfolio.  In addition,
         the formula used to calculate the performance statistics of such
         investments may not be identical to the formula used by a Fund to
         calculate its performance figures.  From time to time, advertisements
         or information for the Funds may include a discussion of certain
         attributes or benefits to be derived by an investment in a Fund.  Such
         advertisements or information may include symbols, headlines or other
         material which highlight or summarize the information discussed in
         more detail in the communication.
    

              The following publications, indices, averages and investments
         which may be used in advertisements or information concerning the
         Funds for dissemination to investors or shareholders, include but are
         not limited to:

              a.   Lipper-Mutual Fund Performance Analysis, Lipper-Fixed Income
                   Analysis, and Lipper Mutual Fund indices - measure total
                   return and average current yield for the mutual fund
                   industry.  Ranks individual mutual fund performance over
                   specified time periods assuming reinvestment of all
                   distributions, exclusive of any applicable sales charges.

              b.   CDA Mutual Fund Report, published by CDA Investment
                   Technologies, Inc. - analyzes price, current yield, risk,
                   total return, and average rate of return (average annual
                   compounded growth rate) over specified time periods for the
                   mutual fund industry.

              c.   Mutual Fund Source Book and "Morningstar Mutual Funds"
                   published by Morningstar, Inc. - analyzes price, yield,
                   risk, and total return for selected mutual funds.  Its
                   ratings of 1 (low) and 5 (high) stars are based on a fund's
                   historical risk/


                                       -35-
<PAGE>   393

                   reward ratio compared with similar funds for 3-, 5- and
                   10-year periods, including all sales charges and fees.
                   Morningstar, Inc., considered to be an expert in independent
                   fund performance monitoring, has consented to the use of its
                   ratings in Fund advertisements.

              d.   Financial publications:  Barrons, Business Week, Personal
                   Finance, Financial World, Forbes, Fortune, "The Wall Street
                   Journal", Muni Week, Weisenberger Investment Companies
                   Service, Institutional Investor, and Money - rate fund
                   performance over specified time periods and provide other
                   relative performance or industry information.

              e.   Consumer Price Index (or Cost of Living Index), published by
                   the U.S. Bureau of Labor Statistics - a statistical measure
                   of change, over time, in the price of goods and services in
                   major expenditure groups.

              f.   Stocks, Bonds, Bills, and Inflation, published by Ibbotson
                   Associates - historical measure of yield, price, and total
                   return for common and small company stock, long-term
                   government bonds, Treasury bills, and inflation.

              g.   Savings and Loan Historical Interest Rates - as published in
                   the U.S. Savings & Loan League Fact Book.

              h.   Salomon Brothers Broad Bond Index or its component indices -
                   The Broad Index measures yield, price and total return for
                   Treasury, Agency, Corporate, and Mortgage bonds.

              i.   Salomon Brothers Composite High Yield Index or its component
                   indices - The High Yield Index measures yield, price and
                   total return for Long-Term High-Yield Index,
                   Intermediate-Term High-Yield Index and Long-Term Utility
                   High-Yield Index.

              j.   Lehman Brothers Aggregate Bond Index or its component
                   indices (including Municipal Bond Index) - The Aggregate
                   Bond Index measures yield, price and total return for
                   Treasury, Agency, Corporate, Mortgage Government/Corporate,
                   Government, Treasury, Intermediate, High Yield and Yankee
                   bonds.

              k.   Standard & Poor's Bond Indices - measure yield and price of
                   Corporate, Municipal, and government bonds.

              l.   Other taxable investments, including certificates of deposit
                   (CDs), money market deposit accounts (MMDAs), checking
                   accounts, savings accounts, money market mutual funds, and
                   repurchase agreements.

              m.   Historical data supplied by the research departments of
                   Lehman Hutton, First Boston Corporation, Morgan Stanley,
                   Salomon Brothers, Merrill Lynch, and Donaldson Lufkin and
                   Jenrette.

              n.   Donoghue's Money Fund Reports - industry averages for 7-day
                   annualized and compounded yields of taxable, tax-free and
                   government money funds.



                                       -36-
<PAGE>   394


              o.   The Value Line Mutual Fund Survey, published by Value Line,
                   assigns rankings of 1 (best) to 5 (worst) in terms of risk
                   adjusted performance covering more than 2,000 equity and
                   fixed income mutual funds.

              In addition, advertisements and sales materials may contain
         hypothetical performance examples for purposes of illustrating
         reinvestment (or "compounding") of dividends at fixed rates of return
         or tax advantages to be derived from deferring payment of federal (and
         state) income taxes (at maximum rates) as compared to taxable
         investments assuming fixed rates of return.  Illustrations may also
         includes (1) hypothetical investments in various retirement plans,
         such as IRAs, made by investors of various ages or (2) comparisons to
         retirement plans funded by annuity or bank products.

              In assessing such comparisons, an investor should consider the
         following factors:

              a.   It is generally either not possible or not practicable to
                   invest in an average or index of certain investments.

              b.   Certificates of deposit issued by banks and other depository
                   institutions represent an alternative income producing
                   product.  Certificates of deposit may offer fixed or
                   variable interest rates and principal is guaranteed and may
                   be insured.  Withdrawal of deposits prior to maturity will
                   normally be subject to a penalty.  Rates offered by banks
                   and other depository institutions are subject to change at
                   any time specified by the issuing institution.

              c.   United States Treasury Bills, Notes or Bonds represent
                   alternative income producing products.  Treasury obligations
                   are issued in selected denominations.  Rates of Treasury
                   obligations are fixed at the time of issuance and payment of
                   principal and interest is backed by the full faith and
                   credit of the United States government.  The market value of
                   such instruments will generally fluctuate inversely with
                   interest rates prior to maturity and will equal par value at
                   maturity.

              Past performance is no guarantee of future results.  In addition,
         investors are advised to consult their brokers or financial advisers
         when considering an investment in a Fund based upon performance
         comparisons.

              The composition of the investments in such indexes and the
         characteristics of such benchmark investments are not identical to,
         and in some cases are very different from, those of a Fund's
         portfolio.  These indexes and averages are generally unmanaged and the
         items included in the calculations of such indexes and averages may
         not be identical to the formulas used by a Fund to calculate its
         performance figures.

   

         BROKERAGE ALLOCATION

              Decisions concerning the purchase and sale of portfolio
         securities and the allocation of brokerage commissions are made by the
         Adviser and officers of the Trust pursuant to recommendations made by
         an investment committee of the Adviser, which consists of officers and
         directors of the Adviser and affiliates and officers and Trustees who
         are interested persons of the Trust.  Orders for purchases and sales
         of securities are placed in a manner which, in the opinion of the
         officers of the Trust, will offer the best price and market for the
         execution of each such

    
                                       -37-
<PAGE>   395
   

         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.

              Each Fund's primary policy is to execute all purchases and sales
         of portfolio instruments at the most favorable prices consistent with
         best execution, considering all of the costs of the transaction
         including brokerage commissions.  This policy governs the selection of
         brokers and dealers and the market in which a transaction is executed.
         Consistent with the foregoing primary policy, the Rules of Fair
         Practice of the NASD and other policies that the Trustees may
         determine, the Adviser may consider sales of shares of the Funds as a
         factor in the selection of broker-dealers to execute the Funds'
         portfolio transactions.

              To the extent consistent with the foregoing, the Funds 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 Funds, and their value and
         expected contribution to the performance of the Funds.  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
         Funds.  The Funds will make no commitments to allocate portfolio
         transactions upon any prescribed basis.  While the Trust's officers
         will be primarily responsible for the allocation of the Funds'
         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 March 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, a 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 March 31, 1994, the Funds
         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"), 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 or Sutro.  During the year ended March 31, 1994, the
         Funds did not execute any portfolio transactions with then affiliated
         brokers.


                                       -38-
    
<PAGE>   396
   
              Any of the Affiliated Brokers may act as broker for a Fund on
         exchange transactions, subject, however, to the general policy of the
         Funds 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 Trust, the Adviser or the Affiliated Brokers.  Because the
         Adviser, which is affiliated with the Affiliated Brokers, has, as an
         investment adviser to the Funds, 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 Funds will not effect principal transactions with
         Affiliated Brokers.  The Funds 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.

              For the fiscal years ended March 31, 1992, 1993 and 1994, U.S.
         Government Fund paid to the former investment adviser brokerage
         commissions in the amounts of $39,911, $6,395 and $5,612,
         respectively.  The former investment adviser did not receive any
         brokerage commissions on portfolio transactions effected on behalf of
         Intermediate Government Fund.

              Brokerage or other transaction costs of a Fund are generally
         commensurate with the rate of portfolio activity.  The portfolio
         turnover rates for the Funds for (a) the fiscal year ended March 31,
         1993 and (b) the fiscal year ended March 31, 1994 were:

              Intermediate Government Fund - (a) 73% and (b) 89%.

              U.S. Government Fund -   (a) 342% and (b) 264%.


         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 Funds.
         Intermediate Government Fund pays Investor Services monthly a transfer
         agent fee equal to $16.00 per account for the Class A shares and
         $18.50 per account for the Class B shares on an annual basis, plus
         out-of-pocket expenses.

              U.S. Government Fund pays Investor Services monthly a transfer
         agent fee equal to $20.00 per account for the Class A shares and
         $22.50 per account for the Class B shares on an annual basis, plus
         out-of-pocket expenses.


         CUSTODY OF PORTFOLIO

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


                                       -39-
    
<PAGE>   397
   

         INDEPENDENT AUDITORS

              Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts
         02116, has been selected as the independent auditors of each Fund.
         The financial statements of each Fund included in its 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.





                                       -40-
    
<PAGE>   398
   

         FINANCIAL STATEMENTS


    


                                        F-1
<PAGE>   399
                             U.S. GOVERNMENT TRUST
                            
                            STATEMENT OF NET ASSETS

                                   UNAUDITED

September 30, 1994


<TABLE>
<CAPTION>
                                                                                                    FACE
ISSUER                                                                                             AMOUNT           VALUE
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>             <C>
U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS - 106.13%
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 66.54%
 7.000% due 05/15/24...........................................................................  $1,558,542      $ 1,409,506
 7.500% with various maturities to 05/15/24....................................................   2,519,476        2,362,009
 8.000% due 05/15/24...........................................................................   2,472,639        2,391,506
 8.500% due 05/15/24...........................................................................   3,510,849        3,496,587
 9.000% with various maturities to 06/15/17....................................................   4,210,709        4,306,767
 9.500% due 10/15/19...........................................................................      10,923           11,466
 12.000% due 01/15/15..........................................................................         810              912
 13.000% with various maturities to 08/15/15...................................................     128,321          140,112
 GPMs (Graduated Payment Mortgages)
 15.000% with various maturities to 09/15/12...................................................       6,523            7,204
 15.500% with various maturities to 11/15/11...................................................      83,387           91,908
                                                                                                                 -----------
                                                                                                                  14,217,977

 U.S. TREASURY BONDS - 39.59%
 12.625% due 05/15/95(A).......................................................................   8,100,000        8,459,640
                                                                                                                 -----------
 TOTAL U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS
 (Cost $23,072,980)............................................................................                   22,677,617

 SHORT-TERM OBLIGATIONS - 2.07%

 REPURCHASE AGREEMENT - 2.07%
 Texas Commerce Bank 4.250% due 10/03/94 (dated 09/30/94). Collateralized by $450,192 value,
   U.S. Treasury Note 5.500% due 04/30/96. (Repurchase proceeds $441,156)
 (Cost $441,052)...............................................................................     441,000          441,052
                                                                                                                 -----------
 TOTAL INVESTMENTS - 108.20%
 (Cost $23,514,032)............................................................................                   23,118,669

 CASH AND OTHER ASSETS, LESS LIABILITIES - (8.20)%.............................................                   (1,751,815)

 NET ASSETS, at value, equivalent to $7.61 per share for 2,809,181 shares
   ($.01 par value) outstanding - 100.00%......................................................                  $21,366,854
                                                                                                                 ===========
</TABLE>

 (A) Long-term obligations that will mature in less than one year.







See Notes to Financial Statements.
                                       4

<PAGE>   400


         STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS

                                   UNAUDITED
<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS
Six Months Ended September 30, 1994
<S>                                                 <C>              <C>
INVESTMENT INCOME
Interest..........................................                   $   982,894

EXPENSES
Management fees...................................  $    72,124
Distribution expenses.............................       25,212
Administrative service fees.......................       21,215
Interest expense..................................       13,863
Registration fees.................................       11,928
Audit fees........................................       10,797
Custodian fees....................................       10,552
Transfer agent fees...............................        6,868
Shareholder reports...............................        5,196
Miscellaneous.....................................        3,536          181,291
                                                    -----------      -----------
  NET INVESTMENT INCOME                                                  801,603

REALIZED AND UNREALIZED
GAIN (LOSS) ON SECURITIES
Net realized gain (loss) on:
  Investments.....................................   (2,206,298)
  Futures contracts...............................       17,960       (2,188,338)
                                                    -----------
Net change in unrealized
  appreciation
  (depreciation) of:
  Investments.....................................    1,151,892
  Futures contracts...............................      (13,750)       1,138,142
                                                    -----------      -----------
NET REALIZED AND
  UNREALIZED LOSS ON
  SECURITIES......................................                    (1,050,196)
                                                                     -----------
DECREASE IN NET ASSETS
  RESULTING FROM
  OPERATIONS......................................                   $  (248,593)
                                                                     ===========
</TABLE>



STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                      SIX MONTHS
                                                        ENDED            YEAR ENDED
                                                     SEPTEMBER 30,       MARCH 31,
                                                        1994               1994
                                                     -------------       -----------
<S>                                                   <C>                <C>
OPERATIONS
Net investment income...............................  $   801,603        $ 1,515,561
Net realized gain (loss) on
  securities........................................   (2,188,338)           205,404
Net change in unrealized
  appreciation (depreciation)
  of securities.....................................    1,138,142         (1,650,540)
                                                      -----------        -----------
Increase (decrease) in net
  assets resulting from
  operations........................................     (248,593)            70,425

DISTRIBUTIONS TO
SHAREHOLDERS
From net investment
  income............................................     (801,603)        (1,576,907)
In excess of net investment
  income............................................      (40,072)           (11,242)
                                                      -----------        -----------
Total distributions to
  shareholders......................................     (841,675)        (1,588,149)

SHARE TRANSACTIONS
Increase (decrease) in shares
  outstanding.......................................   (1,283,215)         7,098,572
                                                      -----------        -----------
Increase (decrease) in
  net assets........................................   (2,373,483)         5,580,848

NET ASSETS
Beginning of period.................................   23,740,337         18,159,489
                                                      -----------        -----------
End of period.......................................  $21,366,854        $23,740,337
                                                      ===========        ===========
</TABLE>




See Notes to Financial Statements.


                                       5
<PAGE>   401




                              FINANCIAL HIGHLIGHTS

                                   UNAUDITED

<TABLE>
<CAPTION>
 


                                                                  SIX MONTHS
                                                                     ENDED                     YEAR ENDED MARCH 31,
                                                                 SEPTEMBER 30,   --------------------------------------------------
                                                                    1994(1)       1994      1993      1992(2)     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..............................  $  7.98      $  8.49   $  8.16   $  8.34    $   8.18   $   8.38

INCOME FROM INVESTMENT OPERATIONS
Net investment income.............................................     0.28         0.58      0.61      0.87        0.90       0.89
Net realized and unrealized gain (loss) on securities.............    (0.36)       (0.48)     0.43     (0.22)       0.11      (0.24)
                                                                    -------      -------   -------   -------    --------   --------
  Total from Investment Operations................................    (0.08)        0.10      1.04      0.65        1.01       0.65

LESS DISTRIBUTIONS
Dividends from net investment income..............................    (0.28)       (0.61)    (0.71)    (0.83)      (0.85)     (0.85)
Dividends in excess of net investment income......................    (0.01)           -         -         -           -          -
                                                                    -------      -------   -------   -------    --------   --------
  Total Distributions.............................................    (0.29)       (0.61)    (0.71)    (0.83)      (0.85)     (0.85)
                                                                    -------      -------   -------   -------    --------   --------
Net asset value, end of period....................................  $  7.61      $  7.98   $  8.49   $  8.16    $   8.34   $   8.18
                                                                    =======      =======   =======   =======    ========   ========
TOTAL RETURN(3)...................................................    (0.94)%       1.05%    13.13%     8.05%      13.04%      7.83%
                                                                    =======      =======   =======   =======    ========   ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average net assets.................     0.76%        1.37%     1.31%     1.08%       1.13%      1.08%
Ratio of interest expense to average net assets...................     0.06%        0.04%        -      0.17%          -          -
                                                                    -------      -------   -------   -------    --------   --------
Ratio of total expenses to average net assets.....................     0.82%        1.41%     1.31%     1.25%       1.13%      1.08%
Ratio of net investment income to average net assets..............     3.62%        6.86%     7.07%    10.48%      10.72%     10.46%
Portfolio turnover................................................      255%         264%      342%      179%        154%       244%
Net Assets, end of period (in thousands)..........................  $21,367      $23,740   $18,159   $21,184    $123,493   $154,472
Debt outstanding at end of period (in thousands)(4)...............  $     0      $     0         -   $     0           -          -
Average daily amount of debt outstanding during the
  period (in thousands) (4).......................................  $   739      $   341         -   $ 4,172           -          -
Average monthly number of shares outstanding during
  the period (in thousands).......................................    2,849        2,604         -    13,081           -          -
Average daily amount of debt outstanding per share during
  the period (4)..................................................  $  0.26      $  0.13         -   $  0.32           -          -
</TABLE>

(1) Financial highlights, including total return, have not been annualized.
(2) Per share information has been calculated using the average number of shares
    outstanding.
(3) Total return does not include the effect of the initial sales charge.
(4) Debt outstanding consists of reverse repurchase agreements entered into
    during the period.




See Notes to Financial Statements.
                                       6


<PAGE>   402


                         NOTES TO FINANCIAL STATEMENTS

                                   UNAUDITED


September 30, 1994

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

Transamerica Bond Fund (the ``Trust'') is a diversified open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. Transamerica U.S. Government Trust (the
``Fund''), formerly Transamerica Government Income Trust, is one of the series
of the Trust.

     On February 15, 1994, the Board of Trustees, on behalf of the Fund,
approved and authorized, effective May 1, 1994, the designation of all existing
issued and outstanding shares of the Fund as ``Class A Shares.'' Class A Shares
purchased on and following the effective date are subject to an initial sales
charge of up to 4.75% and a 12b-1 distribution plan. On September 30, 1994, the
Fund commenced issuing a second class of shares. The new Class B Shares are
subject to a contingent deferred sales charge and a separate 12b-1 distribution
plan. There were no Class B Shares issued to the public during the six months
ended September 30, 1994; therefore, all information in this report refers to
the Class A Shares only. The following is a summary of significant accounting
policies consistently followed by the Fund.

     (1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided by
market makers. Interest rate futures contracts and options on interest rate
futures are valued based on their daily settlement price. Securities for which
market quotations are not readily available are valued at a fair value as
determined in good faith by the Trust's Board of Trustees. Short-term
investments are valued at amortized cost (original cost plus amortized discount
or accrued interest).

     (2) The Fund may enter into futures contracts for delayed delivery of
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures contracts are
maintained by the Fund's custodian in segregated asset accounts. During the
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by ``marking to market'' on a daily
basis to reflect the market value of the contract at the end of each day's
trading. Variation margin payments are received or made, depending upon whether
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the contract.

     (3) The Fund may enter into reverse repurchase agreements which involve
the sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a fixed future date at a
fixed price plus an agreed amount of ``interest'' which may be reflected in the
repurchase price. Reverse repurchase agreements are considered to be borrowings
by the Fund and the Fund will use the proceeds obtained from the sale of
securities to purchase other investments.

     (4) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, the
debt discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified cost
for both financial reporting and federal income tax purposes.

     (5) Income dividends are declared daily by the Fund and paid or reinvested
at net asset value monthly. Other distributions are recorded on the ex-dividend
date and may be reinvested at net asset value. Income and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles. Distributions payable to
shareholders at September 30, 1994 were $94,701.

     (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.

     The Fund's tax year end is December 31. For federal income tax purposes,
at December 31, 1993, the Fund had an accumulated net realized capital loss
carryforward of approximately $51,005,000. The loss carryforward will expire as
follows: $39,800,000 - 1996, $2,986,000 - 1997, $5,413,000 - 1998, $654,000 -
1999 and $2,152,000 - 2000.

     (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 portfolio transactions. For the six months ended
September 30, 1994, these amounts were $3,397 and $3,534, respectively.

     (8) 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. Options
and futures contracts on U.S. government securities are not issues of, nor
guaranteed by the U.S. government or its agencies.


                                       7

<PAGE>   403




                         NOTES TO FINANCIAL STATEMENTS

                                   UNAUDITED


Continued

NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund's management fee is payable monthly to Transamerica Fund Management
Company (TFMC). The management fee is calculated based on the following
schedule:

<TABLE>
<CAPTION>

    AVERAGE DAILY NET ASSETS                                 ANNUAL RATE
    ------------------------                                 -----------
    <S>                                                        <C>
    First $200 million                                          0.650%
    Next $300 million                                           0.625%
    Over $500 million                                           0.600%
</TABLE>

    At September 30, 1994, the management fee payable to TFMC was $11,494.

    TFMC provides administrative services to the Fund pursuant to an
administrative service agreement. During the six months ended September 30,
1994, the Fund paid or accrued $15,681 to TFMC for these services, of which
$2,811 was payable at September 30, 1994.

    During the six months ended September 30, 1994, Transamerica Fund
Distributors, Inc. (the ``Distributor''), an affiliate of TFMC, as principal
underwriter, retained $2,180 as its portion of the commissions charged on sales
of shares of the Fund. At September 30, 1994, receivables from and payables to
the Distributor for Fund share transactions were $9,526 and $18,504,
respectively.

    The Fund paid no compensation directly to any officer. Certain officers and
a trustee of the Trust are affiliated with TFMC.

    During the six months ended September 30, 1994, the Fund paid legal fees of
$880 to Baker & Botts. A partner with Baker & Botts is an officer of the Trust.


NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES

During the six months ended September 30, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $60,208,006 and
$58,756,953, respectively. At September 30, 1994, payables to brokers for
securities purchased were $2,067,000.

    At September 30, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At
September 30, 1994, the gross unrealized appreciation and gross unrealized
depreciation of investments for federal income tax purposes were $3,211 and
$398,574, respectively.

NOTE D - PLAN OF DISTRIBUTION

Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized to finance activities related to the distribution of its shares. The
distribution plan, together with the initial sales charge on shares sold,
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 the Distributor up to 0.25% 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 September 30, 1994,
the Fund made payments to the Distributor of $25,212 related to the above
activities, of which $13,576 was payable at September 30, 1994.




                                       8
<PAGE>   404

                         NOTES TO FINANCIAL STATEMENTS

                                   UNAUDITED

Continued

NOTE E - SHARE AND RELATED TRANSACTIONS

A summary of share transactions follows:
<TABLE>  
<CAPTION>
                                                                           SIX MONTHS ENDED                      YEAR ENDED
                                                                          SEPTEMBER 30, 1994                   MARCH 31, 1994
                                                                      --------------------------         ------------------------
                                                                        SHARES         DOLLARS             SHARES       DOLLARS
                                                                      ---------      -----------         ----------   -----------
<S>                                                                   <C>           <C>                  <C>         <C>
Shares sold..........................................................   216,408      $ 1,686,038          1,260,831   $10,724,985
Shares issued in reinvestment of distributions.......................    32,931          255,334             51,515       433,356
Shares redeemed......................................................  (413,885)      (3,224,587)          (478,553)   (4,059,769)
                                                                       --------      -----------          ---------   -----------
Net increase (decrease) in shares outstanding........................  (164,546)     $(1,283,215)           833,793   $ 7,098,572
                                                                       ========      ===========          =========   ===========
</TABLE>

The components of net assets at September 30, 1994, are as follows:

<TABLE>  
<S>                                                                                                                   <C>
Capital paid-in (unlimited number of shares authorized).............................................................  $75,269,620
Accumulated net realized loss on investments and futures contracts..................................................  (53,507,403)
Net unrealized depreciation of investments..........................................................................     (395,363)
                                                                                                                      -----------
NET ASSETS..........................................................................................................  $21,366,854
                                                                                                                      ===========
</TABLE>

                                       9

<PAGE>   405

                     GOVERNMENT SECURITIES
<TABLE>
                     SCHEDULE OF INVESTMENTS
                     <CAPTION>
March 31, 1994

                                    FACE
ISSUER                             AMOUNT        VALUE 
- -----------------------------------------------------------            
<S>                              <C>           <C>
U. S. GOVERNMENT AND 
- --------------------
U.S. GOVERNMENT 
- ---------------
AGENCY OBLIGATIONS - 
- --------------------
96.39%          
- ------
FEDERAL HOME 
LOAN MORTGAGE 
CORPORATION - 22.29%       
CMO - Planned 
Amortization Class       
 2.500% due 04/15/11 ........... $ 5,277,805   $  4,789,608         
 4.500% due 08/25/20 ...........  23,000,000     18,500,625         
 5.000% due 10/15/20 ...........  17,000,000     14,343,750         
 5.800% due 09/15/21 ...........  23,271,073     21,402,115         
 6.000% with various 
  maturities to 11/15/23 .......  69,210,000     62,357,944         
 6.500% with various 
  maturities to 12/15/23 .......  16,939,000     14,974,224          
                                               ------------
TOTAL FEDERAL HOME LOAN 
MORTGAGE CORPORATION          
(Cost $142,324,570) ............                136,368,266         

FEDERAL 
NATIONAL MORTGAGE 
ASSOCIATION - 15.28%        
 6.000% with various 
  maturities to 12/01/23 .......  41,273,556     36,965,629        
CMO - Planned Amortization Class
 6.500% with various  
  maturities to 03/25/24 .......  64,629,000     56,558,504                      
                                               ------------
TOTAL FEDERAL NATIONAL 
MORTGAGE ASSOCIATION          
(Cost $100,943,999) ............                 93,524,133                 
         
GOVERNMENT 
NATIONAL MORTGAGE 
ASSOCIATION - 7.89%         
 6.500% with various 
  maturities to 01/15/24 .......  45,100,000     41,463,812         
 7.000% due 11/15/22 ...........     778,717        742,215       
 8.000% with various 
  maturities to 03/15/08 .......     459,597        468,933       
 9.500% due 10/15/19 ...........         483            512      
10.000% due 08/15/19 ...........     223,559        242,631       
11.000% due 01/15/14 ...........   3,111,226      3,517,631     
12.000% with various 
  maturities to 05/15/15 .......      48,673         55,294        
13.000% with various 
  maturities to 08/15/15 .......     236,297        261,021       
15.000% with various 
  maturities to 10/15/12 .......     170,786        188,613      
GPMs (Graduated Payment Mortgages)      
11.500% due 08/15/10 ...........     103,558        115,080       
12.250% due 05/15/15 ...........      12,506         13,792        
14.000% with various 
  maturities to 07/15/12 .......     104,351        116,548       
14.500% with various 
  maturities to 10/15/12 .......     238,470        266,267       
15.000% with various 
  maturities to 09/15/12 .......     286,861        320,299       
15.500% with various 
  maturities to 11/15/11 .......     460,180        512,813        
                                               ------------
TOTAL GOVERNMENT 
NATIONAL MORTGAGE 
ASSOCIATION        
(Cost $49,748,217) .............                 48,285,461        

</TABLE>
                            6
<PAGE>   406
<TABLE>
                           SCHEDULE OF INVESTMENTS
          
<CAPTION>
Continued
         

                                    FACE
ISSUER                             AMOUNT        VALUE 
- -----------------------------------------------------------            
<S>                              <C>           <C>
TENNESSEE VALLEY 
AUTHORITY  - 3.55%       
 7.250% due 07/15/43 ...........   12,000,000    11,073,600         
 8.625% due 11/15/29 ...........   10,000,000    10,643,750          
                                               ------------
TOTAL TENNESSEE VALLEY 
AUTHORITY       
(Cost $22,521,511) .............                 21,717,350         

U.S. TREASURY 
SECURITIES - 47.38%         
Bonds         
 7.125% due 02/15/23 ...........   17,500,000    17,297,000         
14.250% due 02/15/02 ...........   20,000,000    29,390,400         
15.750% due 11/15/01 ...........   29,475,000    45,710,125         
Notes         
 4.625% due 02/29/96 ...........   35,000,000    34,675,550         
 5.750% due 08/15/03 ...........   20,000,000    18,547,800         
13.125% due 
 05/15/94(A)(B) ................  142,750,000   144,270,288         
                                               ------------
TOTAL U.S. TREASURY
SECURITIES          
(Cost $305,736,214) ............                289,891,163        
                                               ------------
TOTAL U.S. GOVERNMENT 
AND U.S. GOVERNMENT 
AGENCY OBLIGATIONS         
(Cost $621,274,511) ............                589,786,373            

OUTSTANDING CALL OPTIONS  
PURCHASED - 0.06%             

EXPIRATION MONTH/                 NUMBER OF
STRIKE PRICE                     CONTRACTS(C)        
- -----------------                ------------
U.S. Treasury Bond 
  Futures 
  Apr/107 ......................          400       350,000       
U.S. Treasury Ten Year 
  Note Futures 
  Apr/107 ......................            9         4,500 
                                 ------------  ------------
TOTAL OUTSTANDING CALL 
OPTIONS PURCHASED 
(Cost $425,357) ................          409       354,500              
            
SHORT-TERM
- ----------
OBLIGATIONS - 2.74%          
- -------------------
REPURCHASE
- ----------
AGREEMENTS - 2.74%           
- ------------------         
Kidder Peabody 3.650% 
  due 04/05/94 (dated 
  03/29/94). Collateralized 
  by $10,296,403 value, 
  Federal Home Loan 
  Mortgage Corp. ARM 
  7.580% due 09/01/20. 
  (Repurchase proceeds 
  $10,007,097). ................ $ 10,000,000    10,003,042         
         
Morgan Stanley 3.600% 
  due 04/04/94 (dated 
  03/31/94). Collateralized 
  by $6,911,487 value, 
  Federal Home Loan 
  Mortgage Corp. ARM 
  5.246% due 06/01/30. 
  (Repurchase proceeds 
  $6,778,710). .................    6,776,000     6,776,678      
                                               ------------
TOTAL SHORT-TERM 
OBLIGATIONS
(Cost $16,779,720) .............                 16,779,720         
                                               ------------
TOTAL INVESTMENTS - 99.19%       
(Cost $638,479,588) ............                606,920,593       

CASH AND OTHER ASSETS, 
LESS LIABILITIES - 0.81% .......                  4,944,198
                                               ------------
NET ASSETS,  at value, 
  equivalent to $7.89 per 
  share for 77,510,708 
  shares ($.01 par value) 
  outstanding -  100.00% .......                611,864,791       
                                               ============
<FN>                    
(A)  U.S. Treasury Note Securities with a value of $6,063,900 
     owned by the Fund were designated as margin deposits for 
     futures contracts at March 31, 1994.
(B)  Long-term obligations that will mature in less than one year.
(C)  Each contract represents $100,000 in par value.   
</TABLE>

                                 7
<PAGE>   407
<TABLE>
                     STATEMENT OF ASSETS AND LIABILITIES
          
March 31, 1994
<S>                                                              <C>            <C>
ASSETS         
Investments at value (cost $638,479,588)........................                $606,920,593       
Cash............................................................                     602,702       
Receivable for:         
  Investments sold.............................................. $138,594,275       
  Interest......................................................   11,836,680         
  Shares sold...................................................       90,290        
  Variation margin on futures contracts.........................       15,156    150,536,401         
                                                                 ------------
Other assets....................................................                     312,052        
                                                                                ------------
  Total Assets..................................................                 758,371,748         
         
LIABILITIES         
Payable for:       
  Investments purchased.........................................  142,690,644        
  Dividends.....................................................    2,155,459     
  Shares repurchased............................................      588,080    145,434,183         
                                                                 ------------
Payable to Investment Adviser for:     
  Distribution expenses.........................................      403,487       
  Management fees...............................................      335,488          
  Administrative service fees...................................       43,353        782,328        
                                                                 ------------
Other accrued expenses..........................................                     290,446        
                                                                                ------------
  Total Liabilities.............................................                 146,506,957        
                                                                                ------------
NET ASSETS,  at value, equivalent to $7.89 per share for  
   77,510,708 shares ($.01 par value) outstanding...............                $611,864,791       
                                                                                ============
</TABLE>
See Notes to Financial Statements

                                                8
<PAGE>   408
           STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
STATEMENT OF OPERATIONS
Year Ended March 31, 1994

<S>                                <C>            <C>
INVESTMENT INCOME         
Interest ........................                 $ 60,680,391         

EXPENSES       
Management fees .................  $  4,328,830         
Distribution expenses ...........     1,649,416     
Transfer agent fees .............     1,058,456     
Administrative service fees .....       329,407       
Custodian fees ..................       176,218       
Interest expense ................       170,870       
Audit and legal fees ............       120,655       
Insurance expense ...............        63,421        
Shareholder reports .............        54,033        
Registration fees ...............        39,198        
Trustees' fees and expenses .....        26,337        
Miscellaneous ...................        50,052      8,066,893          
                                   ------------   ------------
  NET INVESTMENT 
   INCOME .......................                   52,613,498          

REALIZED AND UNREALIZED 
GAIN (LOSS) ON SECURITIES           
Net realized gain (loss) on:      
  Investments ...................   (10,726,957)      
  Futures contracts .............     4,449,034     (6,277,923)        
                                   ------------
Net change in unrealized 
  appreciation  
  (depreciation) of:      
  Investments ...................   (35,680,658)     
  Futures contracts .............     1,579,250    (34,101,408)
                                   ------------   ------------
NET REALIZED AND 
  UNREALIZED LOSS ON 
  SECURITIES ....................                  (40,379,331)      
                                                  ------------
INCREASE IN NET ASSETS 
  RESULTING FROM  
  OPERATIONS ....................                   12,234,167        
                                                  ============
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                   YEAR ENDED MARCH 31,
                               ----------------------------
                                   1994            1993 
                               -------------   ------------
<S>                            <C>             <C>
OPERATIONS       
Net investment income .......  $  52,613,498   $ 58,402,781        
Net realized gain (loss)  
  on securities .............     (6,277,923)    21,511,409         
Net change in unrealized 
  appreciation 
  (depreciation) of 
  securities ................    (34,101,408)    14,617,499          
                               -------------   ------------
Increase in net assets 
  resulting from 
  operations ................     12,234,167     94,531,689       
DISTRIBUTIONS TO 
SHAREHOLDERS        
From net investment 
  income ....................    (52,613,498)   (61,306,615)      
In excess of net  
  investment income .........       (246,503)             -    
                               -------------   ------------
  Total distributions  
    to shareholders .........    (52,860,001)   (61,306,615)        
SHARE TRANSACTIONS       
Decrease in shares 
  outstanding ...............    (65,935,486)   (40,444,234)       
                               -------------   ------------
Decrease in net assets ......   (106,561,320)    (7,219,160)         
NET ASSETS          
Beginning of year ...........    718,426,111    725,645,271         
                               -------------   ------------
End of year .................  $ 611,864,791   $718,426,111                                               
                               =============   ============
</TABLE>
See Notes to Financial Statements.
                                9         
<PAGE>   409
<TABLE>
                                                FINANCIAL HIGHLIGHTS
<CAPTION>
                                                                                YEAR ENDED MARCH 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 ........................   $   8.41   $   8.04    $   8.03    $   7.87    $   8.17      

INCOME FROM INVESTMENT OPERATIONS
Net investment income .....................................       0.64       0.66        0.87        0.89        0.88      
Net realized and unrealized gain (loss) on securities .....      (0.52)      0.40       (0.09)       0.14       (0.27)        
                                                              --------   --------    --------    --------    --------
Total from Investment Operations ..........................       0.12       1.06        0.78        1.03        0.61      
         
LESS DISTRIBUTIONS
Dividends from net investment income ......................      (0.64)     (0.69)      (0.77)      (0.87)      (0.88)       
Returns of capital ........................................          -          -           -           -       (0.03)        
                                                              --------   --------    --------    --------    --------
  Total Distributions .....................................      (0.64)     (0.69)      (0.77)      (0.87)      (0.91)        
                                                              --------   --------    --------    --------    --------
Net asset value, end of year ..............................   $   7.89   $   8.41    $   8.04    $   8.03    $   7.87    
                                                              ========   ========    ========    ========    ========

TOTAL RETURN(1) ...........................................       1.26%     13.68%      10.09%      13.87%       7.54%         
                                                              ========   ========    ========    ========    ========

RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average net assets .........       1.14%      1.17%       1.21%       1.11%       1.09%        
Ratio of interest expense to average net assets ...........       0.02%      0.27%       0.32%          -           -    
                                                              --------   --------    --------    --------    --------
Ratio of total expenses to average net assets .............       1.16%      1.44%       1.53%       1.11%       1.09%        
Ratio of net investment income to average net assets ......       7.60%      7.93%      10.63%      11.13%      10.58%       
Portfolio turnover ........................................        453%       322%        199%        117%        292%         
Net Assets, end of year (in thousands) ....................   $611,865   $718,426    $725,645    $771,826    $871,636      
Debt outstanding at end of year (in thousands)(2) .........   $      0   $      0    $ 94,451           -           -      
Average daily amount of debt outstanding during  
  the year (in thousands)(2) ..............................   $  5,912   $ 54,774    $ 55,898           -           -       
Average monthly number of shares outstanding  
  during the year (in thousands) ..........................     82,398     88,348      92,144           -           -       
Average daily amount of debt outstanding  
  per share during the year(2) ............................   $   0.07   $   0.62    $   0.61           -           -     
<FN>         
(1)  Total return does not include the effect of the initial sales charge.
(2)  Debt outstanding consists of reverse repurchase agreements entered into during the year.
</TABLE>

See Notes to Financial Statements
         
                                                                10
<PAGE>   410
                         NOTES TO FINANCIAL STATEMENTS
           
March 31, 1994
           

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

         
Transamerica Bond Fund (the "Trust") is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. The following is a summary of
significant accounting policies consistently followed by Transamerica   
Government Securities Trust (the "Fund"), a series of the Trust.
        (1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided
by market makers. Interest rate futures contracts and options on interest rate
futures are valued based on their daily settlement price. Securities for which
market quotations are not readily available are valued at a fair value as
determined in good faith by the Trust's Board of Trustees. Options are valued
at the last reported sale price or, if no sales are reported, at the mean
between the last reported bid and asked prices. Short-term investments are 
valued at amortized cost (original cost plus amortized discount or accrued      
interest).
        (2) The premium paid by the Fund for the purchase of a call or put 
option is recorded as an investment and subsequently "marked to market" to
reflect the current market value of the option purchased. If an option which
the Fund has purchased expires on the stipulated expiration date, the Fund
realizes a loss in the amount of the cost of the option. If the Fund enters
into a closing transaction, it realizes a gain (loss) if the proceeds from the
sale are greater (less) than the cost of the option purchased. If the Fund
exercises a put option, it realizes a gain or loss from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid. If the Fund exercises a call option, the cost of the
security purchased upon exercise is increased by the premium originally paid.
        (3) The Fund may enter into futures contracts for delayed delivery of 
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures contracts are
maintained by the Fund's custodian in segregated asset accounts. During the
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by "marking to market" on a daily
basis to reflect the market value of the contract at the end of each day's
trading. Variation margin payments are received or made, depending upon whether
unrealized gains or losses are incurred. When the contract is closed,  the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the contract.
        (4) The Fund may enter into reverse repurchase agreements which involve
the sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a fixed future date at
a fixed price plus an agreed amount of "interest" which may be reflected in the
repurchase price. Reverse repurchase agreements are considered to be borrowings
by the Fund and the Fund will use the proceeds obtained from the sale of
securities to purchase other investments.
        (5) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, debt
discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified
cost for both financial reporting and federal income tax purposes.
        (6) Income dividends are declared daily by the Fund and paid or 
reinvested at net asset value monthly. Other distributions are recorded by the
Fund on the ex-dividend date and may be reinvested at net asset value.
        Effective April 1, 1993, the Fund adopted Statement of Position 93-2, 
"Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gains and Return of Capital Distributions by Investment Companies." As
a result of this statement, the Fund changed the classification of
distributions to shareholders to better disclose the differences between
financial statement amounts and distributions determined and reported in
accordance with income tax regulations. Accordingly, the Fund reclassified
$5,399 and $36,396 from undistributed net investment income and undistributed
net realized losses, respectively, to additional paid-in capital. Net
investment income, net realized losses and net assets were not affected by this
change.
        (7) 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. 
       
                                      11
<PAGE>   411
                         NOTES TO FINANCIAL STATEMENTS
          
Continued

NOTE A  (Continued)
         
        The Fund's tax year end is December 31. For federal income tax 
purposes, at December 31, 1993, the Fund had an accumulated net realized
capital loss carryforward of approximately $308,200,000. The loss carryforward
will expire as follows: $231,900,000 - 1996, $50,300,000 - 1997, $19,100,000 -
1998, and $6,900,000 - 1999.
        (8) 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 portfolio transactions. For the year ended
March 31, 1994, these amounts were $27,051 and $17,104, respectively.
        (9) 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.
Options and futures contracts on U.S. government securities are not issues of,
or guaranteed by, the U.S. government or its agencies.
         
<TABLE>
NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES 
         
The Fund's management fee is payable monthly to Transamerica Fund Management  
Company (the "Investment Adviser"). The management fee is calculated based on
the following schedule: 

<CAPTION>
         AVERAGE DAILY NET ASSETS      ANNUAL RATE         
         ------------------------      -----------
         <S>                             <C>
         First $200 million              0.650%     
         Next $300 million               0.625%     
         Over $500 million               0.600%        
</TABLE>

        The Investment Adviser provides administrative services to the Fund 
pursuant to an administrative service agreement. During the year ended March
31, 1994, the Fund paid or accrued $278,168 to the Investment Adviser for these
services.
        During the year ended March 31, 1994, Transamerica Fund Distributors,
Inc. (the "Distributor"), an affiliate of the Investment Adviser, as principal
underwriter, retained $173,929 as its portion of the commissions charged on
sales of shares of the Fund.
        The Fund paid no compensation directly to any officer. Certain officers
and a trustee of the Fund are affiliated with the Investment Adviser.
        During the year ended March 31, 1994, the Fund paid legal fees of 
$48,355 to Baker & Botts. A partner with Baker & Botts is an officer of the
Trust.
         
NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
         
During the year ended March 31, 1994, purchases and sales of securities other   
than short-term obligations, aggregated $3,192,698,719 and $3,335,644,708,
respectively.
        
        At March 31, 1994, the identified cost of total investments owned is 
the same for both financial reporting and federal income tax purposes. At March
31, 1994, the gross unrealized appreciation and gross unrealized depreciation
of investments and futures contracts for federal income tax purposes were
$1,639,275 and $31,668,083, respectively.
         
<TABLE>
        Futures contracts which were open at March 31, 1994, were as follows:
<CAPTION>
                                                UNREALIZED
DELIVERY                          NUMBER OF    APPRECIATION
MONTH/YEAR/COMMITMENT           CONTRACTS(1)  (DEPRECIATION)        
- ---------------------           ------------  --------------         
<S>                                 <C>        <C>
U.S. Treasury Bond Futures  
  June/94/short ................    105        $  206,562     
         
U.S. Treasury Ten Year  
  Note Futures 
  June/94/long .................     15           (11,250)    
  June/94/short ................    500         1,334,875
                                    ---        ----------
                                    620        $1,530,187    
                                    ===        ==========
<FN>
(1)  Each contract represents $100,000 in par value. 
</TABLE>

                                      12
<PAGE>   412
                         NOTES TO FINANCIAL STATEMENTS
          
         
Continued
          
         
NOTE D - 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, together with the initial sales charge on shares sold,
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 the Distributor up to 0.25% 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 March 31, 1994, the Fund
made payments to the Distributor of $1,649,416 related to the above activities. 
         

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

<TABLE>
NOTE E - SHARE AND RELATED TRANSACTIONS 
         
A summary of share transactions follows: 
<CAPTION>
                                                                        YEAR ENDED MARCH 31,
                                                     ----------------------------------------------------------
                                                                1994                          1993 
                                                     ----------------------------    --------------------------
                                                        SHARES         DOLLARS          SHARES       DOLLARS 
                                                     -----------    -------------    -----------  -------------
<S>                                                  <C>            <C>              <C>          <C>
Shares sold .......................................    9,078,963    $  76,399,947     10,229,931  $  85,207,010     
Shares issued in reinvestment of distributions ....    2,837,038       23,691,543      3,149,362     26,185,143       
Shares redeemed ...................................  (19,874,838)    (166,026,976)   (18,195,495)  (151,836,387) 
                                                     -----------    -------------    -----------  -------------
Net decrease in shares outstanding ................   (7,958,837)   $ (65,935,486)    (4,816,202) $ (40,444,234)
                                                     ===========    =============    ===========  =============
<FN>           
The components of net assets at March 31, 1994, are as follows: 
          
Capital paid-in (unlimited number of shares authorized) .......................................   $ 974,801,409     
Accumulated net realized loss on investments and futures contracts ............................   $(332,907,810)  
Net unrealized depreciation of investments and futures contracts ..............................   $ (30,028,808)
                                                                                                  -------------
NET ASSETS ....................................................................................   $ 611,864,791          
                                                                                                  =============
</TABLE>

                                      13
<PAGE>   413
                        REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Trustees
Transamerica Government Securities Trust,
  a series of Transamerica Bond Fund
         
         
             
We have audited the accompanying statement of assets and liabilities of
Transamerica Government Securities Trust, a series of Transamerica Bond Fund,
including the schedule of investments, as of March 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 five years in the period then ended. 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
March 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 Government Securities Trust, a series of Transamerica
Bond Fund, at March 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 five years in the
period then ended, in conformity with generally accepted accounting principles.
         
          
          
         
/s/ ERNST & YOUNG
         

Houston, Texas 
April 29, 1994 






         
                                      14
<PAGE>   414
                        REPORT OF INDEPENDENT AUDITORS




Shareholders and Board of Trustees
John Hancock Adjustable U.S. Government Trust,
a series of John Hancock Bond Fund


We have audited the accompanying statement of assets and liabilities of John
Hancock Adjustable U.S. Government Trust, formerly Transamerica Adjustable U.S.
Government Trust, a series of John Hancock Bond Fund, formerly Transamerica
Bond Fund, including the schedule of investments, as of March 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 March 31, 1994, by correspondence with the transfer agent.  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 Adjustable U.S. Government Trust, a series of John Hancock Bond Fund at
March 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


<PAGE>   415
                         INTERMEDIATE GOVERNMENT FUND


                            STATEMENT OF NET ASSETS

                                   UNAUDITED


September 30, 1994

<TABLE>
<CAPTION>

                                                                                     FACE
ISSUER                                                                              AMOUNT         VALUE
- -----------------------------------------------------------------------------------------------------------
<S>                                                                               <C>            <C>
LONG-TERM U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS - 86.68%
- -------------------------------------------------------------------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION  -  16.51%
 8.500% due 08/01/24 .......................................................      $1,529,999     $1,525,457

U.S. TREASURY SECURITIES  -  70.17%
BONDS
11.125% due 08/15/03 .......................................................       2,410,000      2,953,841
Notes
 8.125% due 02/15/98 .......................................................         250,000        258,270
 8.875% due 11/15/97 .......................................................         500,000        526,915
 9.375% due 04/15/96 .......................................................       2,630,000      2,744,773
                                                                                                 ----------
                                                                                                  6,483,799
                                                                                                 ----------
TOTAL LONG-TERM U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $8,365,248)...........................................................                      8,009,256

SHORT-TERM U.S. GOVERNMENT AGENCY OBLIGATIONS  -  11.30%
- --------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION  -  8.22%
 4.500% due 10/03/94 .......................................................         495,000        494,876
 4.720% due 10/05/94 .......................................................         265,000        264,861
                                                                                                 ----------
                                                                                                    759,737
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 3.08%
 4.820% due 10/14/94 .......................................................         285,000        284,504
                                                                                                 ----------
TOTAL SHORT-TERM U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $1,044,241) ..........................................................                      1,044,241
                                                                                                 ----------
TOTAL INVESTMENTS  -  97.98%
(Cost $9,409,489) ..........................................................                      9,053,497

CASH AND OTHER ASSETS, LESS LIABILITIES  -  2.02% ..........................                        187,083
                                                                                                 ----------
NET ASSETS, at value, equivalent to $9.27 per share for 997,176 shares
 ($.01 par value) outstanding - 100.00% ....................................                     $9,240,580
                                                                                                 ==========
</TABLE>


See Notes to Financial Statements.

                                       4


<PAGE>   416

STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS

                         UNAUDITED

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS                
Six Months Ended September 30, 1994

<S>                                        <C>         <C>
INVESTMENT INCOME
Interest................................               $ 385,759


EXPENSES
Management fees.........................   $ 24,460
Registration fees.......................     16,971
Administrative service fees.............     16,848
Shareholder reports.....................      7,699
Audit fees..............................      5,768
Transfer agent fees.....................      5,681
Custodian fees..........................      3,506
Miscellaneous...........................      1,635
Less: Expense reimbursement.............    (18,924)      63,644
                                           --------    ---------
  NET INVESTMENT INCOME.................                 322,115

REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized loss on investments........                (504,727)
Net change in unrealized
  depreciation of investments...........                  77,642
                                                       ---------
NET REALIZED AND UNREALIZED LOSS
  ON INVESTMENTS........................                (427,085)
                                                       ---------
DECREASE IN NET ASSETS RESULTING   
  FROM OPERATIONS.......................               $(104,970)
                                                       =========
</TABLE>


STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                     SIX MONTHS
                                       ENDED       YEAR ENDED
                                    SEPTEMBER 30,   MARCH 31,
                                        1994         1994
                                    ------------   -----------
<S>                                  <C>           <C>
OPERATIONS
Net investment income...........     $  322,115    $  297,124
Net realized loss on
  investments...................       (504,727)      (69,892)
Net change in unrealized
  depreciation of
  investments...................         77,642      (448,620)
                                     ----------    ----------
Decrease in net assets
  resulting from operations.....       (104,970)     (221,388)

DISTRIBUTIONS TO
SHAREHOLDERS FROM
Net investment income...........       (323,063)     (297,773)

SHARE TRANSACTIONS
Increase (decrease) in shares
  outstanding...................        (70,967)    8,764,243
                                     ----------    ----------
Increase (decrease) in
  net assets....................       (499,000)    8,245,082

NET ASSETS
Beginning of period.............      9,739,580     1,494,498
                                     ----------    ----------
End of period...................     $9,240,580    $9,739,580
                                     ==========    ==========
Undistributed Net Investment
  Income........................     $        0    $      340
                                     ==========    ==========
</TABLE>

See Notes to Financial Statements. 

                                      5


<PAGE>   417
                              FINANCIAL HIGHLIGHTS

                                   UNAUDITED
<TABLE>
<CAPTION>
                                                               
                                                               SIX MONTHS  
                                                                 ENDED                      YEAR ENDED MARCH 31,
                                                              SEPTEMBER 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........................     $ 9.68      $10.23     $ 9.84      $ 9.62      $ 9.45     $ 9.38
INCOME FROM INVESTMENT OPERATIONS
Net investment income.......................................       0.31        0.63       0.57        0.70        0.78       0.86
Net realized and unrealized gain (loss) on investments......      (0.41)      (0.54)      0.40        0.23        0.17       0.08
                                                                 ------      ------     ------      ------      ------     ------
  Total from Investment Operations..........................      (0.10)       0.09       0.97        0.93        0.95       0.94

LESS DISTRIBUTIONS
Dividends from net investment income........................      (0.31)      (0.64)     (0.58)      (0.71)      (0.78)     (0.87)
                                                                 ------      ------     ------      ------      ------     ------
Net asset value, end of period..............................     $ 9.27      $ 9.68     $10.23      $ 9.84      $ 9.62     $ 9.45
                                                                 ======      ======     ======      ======      ======     ======

TOTAL RETURN(2).............................................      (1.01)%      0.73%     10.13%       9.89%      10.47%     10.32%
                                                                 ======      ======     ======      ======      ======     ======

RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets.....................       0.84%       2.04%      3.25%       4.01%       2.63%      1.96%
Ratio of expense reimbursement to average net assets........      (0.19)%     (0.74)%    (2.80)%     (3.50)%     (2.03)%    (1.44)%
                                                                 ------      ------     ------      ------      ------     ------
Ratio of net expenses to average net assets.................       0.65%       1.30%      0.45%       0.51%       0.60%      0.52%
                                                                 ======      ======     ======      ======      ======     ======
Ratio of net investment income to average net assets........       3.30%       6.08%      5.64%       7.12%       8.41%      9.16%
Portfolio turnover                                                   65%         89%        73%        169%         97%        19%
Net Assets, end of period (in thousands)....................     $9,241      $9,740     $1,494      $1,414      $1,537     $ 2,655
</TABLE>


(1)   Financial highlights, including total return, have not been annualized.

(2)  Total return does not include the effect of the initial sales charge.






  See Notes to Financial Statements.


                                    6

<PAGE>   418
                         NOTES TO FINANCIAL STATEMENTS

                                   UNAUDITED


September 30, 1994


NOTE A  -  SIGNIFICANT ACCOUNTING POLICIES

Transamerica Bond Fund (the "Trust") is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. Transamerica Intermediate Government
Trust (the "Fund") is one of the series of the Trust. On April 15, 1994, the
Board of Trustees approved and the shareholders subsequently ratified a change
in the fundamental investment policies of the Fund in order to permit the Fund
to invest in securities having a dollar weighted average portfolio maturity of
between one and ten years.

    In addition, on February 15, 1994, the Board of Trustees, on behalf of the
Fund, approved and authorized, effective May 1, 1994, the designation of all
existing issued and outstanding shares of the Fund as "Class A Shares." Class
A Shares purchased on and following the effective date are subject to an initial
sales charge of up to 4.75% and a 12b-1 distribution plan. On September 30,
1994, the Fund commenced issuing a second class of shares. The new Class B
Shares are subject to a contingent deferred sales charge and a separate 12b-1
distribution plan. There were no Class B Shares issued to the public during the
six months ended September 30, 1994; therefore, all information in this report
refers to the Class A Shares only. The following is a summary of significant
accounting policies consistently followed by the Fund.

    (1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided by
market makers. Securities for which market quotations are not readily available
are valued at a fair value as determined in good faith by the Trust's Board of
Trustees. Short-term investments are valued at amortized cost (original cost
plus amortized discount or accrued interest).

    (2) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. Realized gains and losses from security
transactions are determined on the basis of identified cost for both financial
reporting and federal income tax purposes. For financial reporting purposes,
debt discounts are amortized using the yield-to-maturity method.

    (3) Income dividends are declared daily by the Fund and paid or reinvested
at net asset value monthly. Other distributions are recorded on the ex-dividend
date and may be reinvested at net asset value. Income and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles. Distributions payable to
shareholders at September 30, 1994 were $14,739.

    (4) 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.

    The Fund's tax year end is December 31. For federal income tax purposes,
at December 31, 1993, the Fund had an accumulated net realized capital loss
carryforward of $29,000, which will expire in 1997.

    (5) 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.

NOTE B  -  MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

    The Fund's management fee is payable monthly to Transamerica Fund Management
Company (TFMC) and is calculated at an annual rate of 0.50 of 1% of the average
daily net assets of the Fund.

    TFMC voluntarily agreed to reimburse the Fund for all normal operating
expenses which exceed an annual rate of 1.30% of the Fund's average daily net
assets until March 31, 1995. For the six months ended September 30, 1994, TFMC
reimbursed the Fund $18,924 pursuant to this agreement, of which $8,585 was
receivable at September 30, 1994.

    TFMC also provides administrative services to the Fund pursuant to an
administrative service agreement. During the six months ended September 30,
1994, the Fund paid or accrued $14,998 to TFMC for these services.

    During the six months ended September 30, 1994, Transamerica Fund
Distributors, Inc. (the "Distributor"), an affiliate of TFMC as principal
underwriter, retained $2,861 as its portion of the commissions charged on sales
of shares of the Fund.

    The Fund paid no compensation directly to any officer. Certain officers and
a trustee of the Trust are affiliated with TFMC. In addition, a partner with
Baker & Botts is an officer of the Trust.

                                     7

<PAGE>   419
                         NOTES TO FINANCIAL STATEMENTS

                                   UNAUDITED

Continued


NOTE C  -  COST, PURCHASES AND SALES OF INVESTMENT SECURITIES

   During the six months ended September 30, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $5,545,730 and
$5,370,239, respectively.

   At September 30, 1994, the identified cost of investments owned is the same
for both financial reporting and federal income tax purposes. At September 30,
1994, the gross unrealized appreciation and gross unrealized depreciation of
investments for federal income tax purposes were $0 and $355,992, respectively.

NOTE D  -  PLAN OF DISTRIBUTION

   Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized to finance activities related to the distribution of its shares. The
distribution plan, together with the initial sales charge on shares sold,
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 the Distributor up to 0.25% 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 September 30, 1994,
no distribution expenses were paid by the Fund.

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

NOTE E  -  SHARE AND RELATED TRANSACTIONS

A summary of share transactions follows:

<TABLE>
<CAPTION>
                                                                          SIX MONTHS ENDED                      YEAR ENDED
                                                                         SEPTEMBER 30, 1994                   MARCH 31, 1994
                                                                      ------------------------            -----------------------
                                                                       SHARES         DOLLARS               SHARES      DOLLARS
                                                                      --------      ----------            ---------    ----------
<S>                                                                   <C>           <C>                   <C>          <C>
Shares sold .......................................................    134,291      $1,278,628            1,005,687    $10,251,058
Shares issued in reinvestment of distributions ....................     22,206         209,309               20,007        201,939
Shares redeemed ...................................................   (165,055)     (1,558,904)            (166,042)    (1,688,754)
                                                                      --------      ----------            ---------    -----------
Net increase (decrease) in shares outstanding .....................     (8,558)     $  (70,967)             859,652    $ 8,764,243
                                                                      ========      ==========            =========    ===========


The components of net assets at September 30, 1994, are as follows:

Capital paid-in (unlimited number of shares authorized)............                                                    $10,217,398
Accumulated net realized loss on investments ......................                                                       (620,826)
Net unrealized depreciation of investments ........................                                                       (355,992)
                                                                                                                       -----------
NET ASSETS ........................................................                                                    $ 9,240,580
                                                                                                                       ===========
</TABLE>











                                       8
             


<PAGE>   420

                   INTERMEDIATE GOVERNMENT FUND
<TABLE>
                     STATEMENT OF NET ASSETS 

March 31, 1994      

<CAPTION>
                                           FACE
ISSUER                                    AMOUNT         VALUE 
- ------------------------------------------------------------------   
<S>                                     <C>             <C>
U.S. GOVERNMENT 
- ---------------
OBLIGATIONS  -  84.82%        
- ----------------------
U.S. TREASURY 
SECURITIES  -  84.82%      
Bonds
11.125% due 08/15/03 ...............    $3,550,000      $4,605,805         
Notes
 8.125% due 02/15/98 ...............       250,000         268,583         
 8.875% due 11/15/97 ...............       500,000         548,060         
 9.375% due 04/15/96 ...............     2,630,000       2,838,401                                    
                                                        ----------
TOTAL U.S. GOVERNMENT 
OBLIGATIONS          
(Cost $8,694,483) ..................                     8,260,849              

SHORT-TERM 
- ----------
OBLIGATIONS  -  13.39%        
- ----------------------
U.S. GOVERNMENT AGENCY  
- ----------------------
OBLIGATIONS  -  13.39%
- ----------------------         
Federal Farm Credit Bank
 3.500% due 04/07/94 to 
   04/12/94 ........................       790,000         789,454         
 3.600% due 04/04/94 ...............       415,000         414,875        
Federal Home Loan Bank
 3.520% due 04/04/94 ...............       100,000          99,971                                             
                                                        ----------
TOTAL SHORT-TERM 
OBLIGATIONS        
(Cost 1,304,300) ...................                     1,304,300                                   
                                                        ----------
TOTAL INVESTMENTS  -  98.21%
(Cost $9,998,783) ..................                     9,565,149           

CASH AND OTHER ASSETS, 
LESS LIABILITIES  -  1.79%  ........                       174,431                                   
                                                        ----------
NET ASSETS,  at value, 
  equivalent to $9.68 per  
  share for 1,005,734 shares  
  ($.01 par value)  
  outstanding - 100.00%  ...........                    $9,739,580                       
                                                        ==========
</TABLE>

See Notes to Financial Statements. 

                                        4
<PAGE>   421
        STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS 

<TABLE>
STATEMENT OF OPERATIONS
Year Ended March 31, 1994     
<S>                               <C>       <C>
INVESTMENT INCOME            
Interest .......................            $ 360,360         

EXPENSES             
Administrative service fees ....  $ 28,021          
Management fees ................    24,447          
Audit fees .....................    14,721          
Registration fees ..............    13,982          
Shareholder reports ............     8,929          
Transfer agent fees ............     4,638          
Custodian fees .................     3,817          
Legal fees .....................       562          
Miscellaneous ..................       361          
Less: Expense reimbursement ....   (36,242)    63,236        
                                  --------  ---------
  NET INVESTMENT INCOME ........              297,124         

REALIZED AND UNREALIZED LOSS 
ON INVESTMENTS        
Net realized loss on  
  investments ..................              (69,892)        
Net change in unrealized 
  depreciation of investments ..             (448,620)                                 
                                            ---------
NET REALIZED AND UNREALIZED 
  LOSS ON INVESTMENTS ..........             (518,512)       
                                            ---------
DECREASE IN NET ASSETS 
  RESULTING FROM OPERATIONS ....            $(221,388)                   
                                            =========
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                   YEAR ENDED MARCH 31,
                                --------------------------
                                   1994            1993 
                                ----------      ----------
<S>                             <C>             <C>
OPERATIONS           
Net investment income .......   $  297,124      $   82,531          
Net realized gain (loss)  
  on investments ............      (69,892)         42,668          
Net change in unrealized 
  appreciation 
  (depreciation) of 
  investments ...............     (448,620)         10,919           
                                ----------      ----------
Increase (decrease) in net 
  assets resulting from 
  operations ................     (221,388)        136,118            

DISTRIBUTIONS TO 
SHAREHOLDERS FROM             
Net investment income .......     (297,773)        (84,637)           

SHARE TRANSACTIONS            
Increase in shares 
  outstanding ...............    8,764,243          29,331           
                                ----------      ----------
Increase in net assets ......    8,245,082          80,812            

NET ASSETS           
Beginning of year ...........    1,494,498       1,413,686           
                                ----------      ----------
End of year .................    9,739,580       1,494,498                                                            
                                ==========      ==========
Undistributed Net 
  Investment Income .........          340               0
                                ==========      ==========
</TABLE>
See Notes to Financial Statements. 

                                5  
<PAGE>   422
<TABLE>
                                        FINANCIAL HIGHLIGHTS
<CAPTION>
                                                                         Year Ended March 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.........................   $10.23   $ 9.84    $ 9.62   $ 9.45    $ 9.38            
INCOME FROM INVESTMENT OPERATIONS
Net investment income......................................     0.63     0.57      0.70     0.78      0.86          
Net realized and unrealized gain (loss) on investments.....    (0.54)    0.40      0.23     0.17      0.08           
                                                              ------   ------    ------   ------    ------
  Total from Investment Operations.........................     0.09     0.97      0.93     0.95      0.94            
LESS DISTRIBUTIONS            
Dividends from net investment income.......................    (0.64)   (0.58)    (0.71)   (0.78)    (0.87)       
                                                              ------   ------    ------   ------    ------
Net asset value, end of year...............................   $ 9.68   $10.23    $ 9.84   $ 9.62    $ 9.45
                                                              ======   ======    ======   ======    ======
TOTAL RETURN (1)...........................................     0.73%   10.13%     9.89%   10.47%    10.32%
                                                              ======   ======    ======   ======    ======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets....................     2.04%    3.25%     4.01%    2.63%     1.96%
Ratio of expense reimbursement to average net assets.......    (0.74)%  (2.80)%   (3.50)%  (2.03)%   (1.44)%           
                                                              ------   ------    ------   ------    ------
Ratio of net expenses to average net assets................     1.30%    0.45%     0.51%    0.60%     0.52%          
                                                              ======   ======    ======   ======    ======
                                                     
Ratio of net investment income to average net assets.......     6.08%    5.64%     7.12%    8.41%     9.16%         
Portfolio turnover.........................................       89%      73%      169%      97%       19%         
Net Assets, end of year (in thousands).....................   $9,740   $1,494    $1,414   $1,537    $2,655             
<FN>
(1) Total return does not include the effect of the initial sales charge for years ended prior to April 1, 1993 
    and the contingent deferred sales charge for the periods after this date.
</TABLE>


See Notes to Financial Statements. 
                                                        6                 
<PAGE>   423
                         NOTES TO FINANCIAL STATEMENTS

March 31, 1994 

NOTE A  -  SIGNIFICANT ACCOUNTING POLICIES

Transamerica Bond Fund (the "Trust") is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. Transamerica Intermediate Government
Trust (the "Fund"), formerly named Transamerica Premium Limited Term Account,
is one of the series of the Trust. On April 15, 1994, the Board of Trustees
approved, subject to shareholder ratification, a change in the fundamental
investment policies of the Fund in order to permit the Fund to invest in
securities having a dollar weighted average portfolio maturity of between one
and ten years.
        The Board of Trustees, on behalf of the Fund, is expected to approve and
authorize the designation of all existing issued and outstanding shares of the
Fund as "Class A Shares." Class A Shares purchased on and following the date of
authorization may be subject to an initial sales charge of up to 4.75%. The
Board of Trustees is also expected to approve and authorize the creation and
issuance of an additional Class of Shares (to be designated "Class C Shares")
which will be neither subject to an initial sales charge nor a contingent
deferred sales charge, but will be subject to a higher 12b-1 fee than Class A
Shares. It is anticipated that such shares will be offered in June, 1994.
        The following is a summary of significant accounting policies
consistently followed by the Fund.
        (1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided by
market makers. Securities for which market quotations are not readily available
are valued at a fair value as determined in good faith by the Trust's Board of
Trustees. Short-term investments are valued at amortized cost (original cost
plus amortized discount or accrued interest).
        (2) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. Realized gains and losses from security
transactions are determined on the basis of identified cost for both financial
reporting and federal income tax purposes. For financial reporting purposes,
debt discounts are amortized using the yield-to-maturity method. 
        (3) Income dividends are declared daily by the Fund and paid or
reinvested at net asset value monthly. Other distributions are recorded on the
ex-dividend date and may be reinvested at net asset value. Distributions
payable to shareholders at March 31, 1994 were $18,144.
        Effective April 1, 1993, the Fund adopted Statement of Position 93-2,
"Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gains, and Return of Capital Distributions by Investment Companies." As
a result of this statement, the Fund changed the classification of distributions
to shareholders to better disclose the differences between financial statement
amounts and distributions determined and reported in accordance with income tax
regulations. Accordingly, the Fund reclassified $4,018 and $19 to undistributed
net investment income and undistributed net realized losses, respectively, from
additional paid-in capital. Net investment income, net realized losses, and net
assets were not affected by this change.
        (4) 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. 
        The Fund's tax year end is December 31. For federal income tax
purposes, at December 31, 1993, the Fund had an accumulated net realized
capital loss carryforward of $29,000, which will expire in 1997.
        (5) 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.

NOTE B  -  MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

        The Fund's management fee is payable monthly to Transamerica Fund
Management Company the "Investment Adviser") and is calculated at an annual rate
of 0.50% of the average daily net assets of the Fund. At March 31, 1994, the
management fee payable to the Investment Adviser was $2,625.
        The Investment Adviser voluntarily agreed to reimburse the Fund for all
normal operating expenses which exceed an annual rate of 1.30% of the Fund's
average daily net assets until June 30, 1994. For the year ended March 31, 1994,
the Investment Adviser reimbursed the Fund $36,242 pursuant to this agreement. 

                                       7
<PAGE>   424
                         NOTES TO FINANCIAL STATEMENTS

Continued 

NOTE B  (Continued)

        The Investment Adviser also provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended March 31,
1994, the Fund paid or accrued $24,751 to the Investment Adviser for these
services, of which $2,409 was payable at March 31, 1994. 
        Transamerica Fund Distributors, Inc. (the "Distributor"), an affiliate
of the Investment Adviser, is the principal underwriter of the Fund. At March
31, 1994, receivables from and payables to the Distributor for Fund share
transactions were $125,008 and $79,573, respectively. 
        The Fund paid no compensation directly to any officer. Certain officers
and a trustee of the Trust are affiliated with the Investment Adviser. In
addition, a partner with Baker & Botts is an officer of the Trust.

NOTE C  -  COST, PURCHASES AND SALES OF INVESTMENT SECURITIES 

During the year ended March 31, 1994, purchases and sales of securities, other
than short-term obligations, aggregated $11,748,141 and $3,934,300,
respectively. 
        At March 31, 1994, the identified cost of investments owned is the same
for both financial reporting and federal income tax purposes. At March 31, 1994,
the gross unrealized  appreciation and gross unrealized depreciation of
investments for federal income tax purposes were $0 and $433,634, respectively.

NOTE D  -  PLAN OF DISTRIBUTION 

Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized to finance activities related to the distribution of its shares. The
distribution plan, together with the contingent deferred sales charge, 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 the Distributor up to 0.25% 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 March 31, 1994, no distribution
expenses were paid by the Fund.

                   -----------------------------------------
<TABLE>
NOTE E  -  SHARE AND RELATED TRANSACTIONS 

A summary of share transactions follows: 
<CAPTION>
                                                                       YEAR ENDED MARCH 31,
                                                          -----------------------------------------------
                                                                  1994                      1993 
                                                          ------------------------    -------------------
                                                           SHARES        DOLLARS      SHARES     DOLLARS 
                                                          ---------    -----------    -------   ---------
<S>                                                       <C>          <C>            <C>       <C>
Shares sold ...........................................   1,005,687    $10,251,058     70,273   $ 712,438        
Shares issued in reinvestment of distributions ........      20,007        201,939      8,040      80,848        
Shares redeemed .......................................    (166,042)    (1,688,754)   (75,870)   (763,955)
                                                          ---------    -----------    -------   ---------
Net increase in shares outstanding ....................     859,652    $ 8,764,243      2,443   $  29,331 
                                                          =========    ===========    =======   =========
<FN>
The components of net assets at March 31, 1994, are as follows: 
 
Capital paid-in (unlimited number of shares authorized) ..................................... $10,288,973        
Undistributed net investment income .........................................................         340        
Accumulated net realized loss on investments ................................................    (116,099)       
Net unrealized depreciation of investments ..................................................    (433,634)                          
                                                                                              -----------
NET ASSETS .................................................................................. $ 9,739,580                
                                                                                              ===========

</TABLE>
                                       8
<PAGE>   425
                        REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Trustees
Transamerica Intermediate Government Trust,
  a series of Transamerica Bond Fund
    
We have audited the accompanying statement of net assets of Transamerica
Intermediate Government Trust (formerly, Premium Limited Term Account), a series
of Transamerica Bond Fund, as of March 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 five years in the period then ended. 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
March 31, 1994, by correspondence with the custodian. 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 Intermediate Government Trust, a series of Transamerica
Bond Fund, at March 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 five years in the
period then ended, in conformity with generally accepted accounting principles.
 

                                                /s/ ERNST & YOUNG
 
 
 
 
Houston, Texas 
April 29, 1994 


                                       9
<PAGE>   426
                        REPORT OF INDEPENDENT AUDITORS




Shareholders and Board of Trustees
John Hancock Intermediate Government Trust,
a series of John Hancock Bond Fund


We have audited the accompanying statement of net assets of John Hancock
Intermediate Government Trust, formerly Transamerica Intermediate Government
Trust, a series of John Hancock Bond Fund, formerly Transamerica Bond Fund, as
of March 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 March 31, 1994, by correspondence with the custodian.  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 Intermediate Government Trust, a series of John Hancock Bond Fund, at
March 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


<PAGE>   427
   





                          ADJUSTABLE U.S. GOVERNMENT FUND

                       STATEMENT OF ADDITIONAL INFORMATION
                                     MAY 15, 1995


        This Statement of Additional Information ("SAI") provides information
about Adjustable U.S. Government Fund (the "Portfolio"), a diversified series
of John Hancock Bond Fund (the "Trust"), in addition to the information that is
contained in the Portfolio'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 02205-9116
                                1-800-225-5291

<TABLE>
                                 TABLE OF CONTENTS

<CAPTION>
                                                Statement of      Cross
                                                 Additional     Referenced
                                                Information   to Prospectus
                                                    Page          Page    
                                                -----------   -------------
<S>                                                 <C>        <C>
Organization of the Trust......................       2                 7
Investment Objective and Policies..............       2                 5
Certain Investment Practices...................       2                16
Investment Restrictions........................       5                 5
Those Responsible for Management...............       7                 7
Investment Advisory and Other Services.........      13                 7
Distribution Contract..........................      16               N/A
Net Asset Value................................      17                13
Purchase of Shares.............................      17                10
Special Redemptions............................      17                13
Description of the Portfolio's Shares..........      17                 7
Tax Status.....................................      19                 8
Calculation of Performance.....................      21                10
Brokerage Allocation...........................      23               N/A
Transfer Agent Services........................      24        Back Cover
Custody of Portfolio...........................      25        Back Cover
Independent Auditors...........................      25        Back Cover
Financial Statements...........................     F-1                 3

</TABLE>
                                                    
    
<PAGE>   428
   





ORGANIZATION OF THE TRUST

        The Trust is an open-end management investment company organized as a
Massachusetts business trust under a Declaration of Trust dated December 12,
1984.  The Trust currently has six series.  

        The Portfolio 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
Portfolio.


INVESTMENT OBJECTIVE AND POLICIES

        The Portfolio seeks, as its primary investment objective, a high level
of current income consistent with low volatility of principal.  Under normal
circumstances, at least 65% of the Portfolio's total assets will be invested in
adjustable rate mortgage securities ("ARMs") and pass-through securities
representing interests in loan pools and having periodic interest rate resets,
which in each case are U.S. Government Securities.  

        OBLIGATIONS OF THE UNITED STATES, ITS AGENCIES AND INSTRUMENTALITIES. 
In addition to U.S. Government Securities which are adjustable rate mortgage
securities and other pass through securities representing interests in loan
pools and having periodic interest rate resets, the Portfolio may invest in a
variety of other securities issued or guaranteed as to principal and interest
by the U.S. Government, its agencies and instrumentalities.  U.S. Treasury
Bills, notes and bonds are supported by the full faith and credit of the United
States.  Other U.S. Government Securities are supported either by the full
faith and credit of the U.S. Government (such as securities of the Small
Business Administration), the right of the issuer to borrow from the Treasury
(such as securities of the Federal Home Loan Banks), the discretionary
authority of the U.S. Government to purchase the agency's obligations (such as
securities of the Federal National Mortgage Association), or only the credit of
the issuer.  No assurance can be given that the U.S. Government will provide
financial support of U.S. Government agencies, authorities or instrumentalities
in the future.

        The Portfolio may also invest in separately U.S. traded principal and
interest components of securities guaranteed or issued by the U.S. Treasury if
such components are traded independently under the Separate Trading of
Registered Interest and Principal of Securities program ("STRIPS").

        Other investments of the Portfolio are set forth below under "Certain
Investment Practices." 


CERTAIN INVESTMENT PRACTICES

        Lending of Portfolio Securities.  In order to generate additional
income, the Portfolio may, from time to time, lend securities from its
portfolio to brokers, dealers and financial institutions such as banks and
trust companies.  Such loans will be secured by collateral consisting of cash
or U.S. Government Securities which will be maintained in an amount equal to at
least


                                        -2-
    
<PAGE>   429
   




100% of the current market value of the loaned securities.  During the period
of each loan, the Portfolio will receive the income on both the loaned
securities and the collateral and thereby increase its return.  Cash collateral
will be invested in short-term high quality debt securities, which will
increase the current income of the Portfolio.  The loans will be terminable by
the Portfolio at any time and by the borrower on one day's notice.  The
Portfolio will have the right to regain record ownership of loaned
securities to exercise beneficial rights such as rights to interest or other
distributions or voting rights on important issues.  The Portfolio may pay
reasonable fees to persons unaffiliated with the Portfolio for services in
arranging such loans.  Lending of portfolio securities involves a risk of
failure by the borrower to return the loaned securities, in which event the
Portfolio may incur a loss.

        SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT.  As described
under "Investments, Techniques and Risk Factors" in the Prospectus, securities
purchased for which the normal settlement date occurs later than the settlement
date which is normal for U.S. Treasury obligations and the securities held in
the Portfolio are subject to changes in value (both experiencing appreciation
when interest rates decline and depreciation when interest rates rise) based
upon the public's perception of the creditworthiness of the issuer and changes,
real or anticipated, in the level of interest rates.  Purchasing securities
subject to delayed settlement can involve a risk that the yields available in
the market when the delivery takes place may actually be higher than those
obtained in the transaction itself.  A separate account of the Portfolio
consisting of cash or liquid debt securities equal to the amount of the delayed
settlement commitments will be established at the Trust's custodian bank.  For
the purpose of determining the adequacy of the securities in the account, the
deposited securities will be valued at market value using the valuation
procedures for all other investments.  If the market or fair value of such
securities declines, additional cash or highly liquid securities will be placed
in the account daily so that the value of the account will equal the amount of
such commitments by the Portfolio.  On the settlement date of these delayed
settlement securities, the Portfolio will meet its obligations from then
available cash flow, sale of securities held in the separate account, sale of
other securities or, although it would not normally expect to do so, from sale
of the delayed settlement securities themselves (which may have a value greater
or lesser than the Portfolio's payment obligations). Sale of securities to meet
such obligations will generally result in the realization of capital gains or
losses.

        WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES.  The Portfolio may
purchase securities on a when-issued or forward commitment basis. 
"When-issued" refers to securities whose terms are available and for which a
market exists, but which have not been issued.  The Portfolio will engage in
when-issued transactions with respect to securities purchased for its portfolio
in order to obtain what is considered to be an advantageous price and yield at
the time of the transaction.  For when-issued transactions, no payment is made
until delivery is due, often a month or more after the purchase.  In a forward
commitment transaction, the Portfolio contracts to purchase securities for a
fixed price at a future date beyond customary settlement time.

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




                                        -3-
    
<PAGE>   430
   



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

        REPURCHASE AGREEMENTS.  The Portfolio may enter into repurchase
agreements.  A repurchase agreement is a contract under which the Portfolio
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 Portfolio
to resell such security at a fixed time and price (representing the Portfolio's
cost plus interest).  The Portfolio 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 Portfolio enters into repurchase agreements.  The Portfolio has
established a procedure providing that the securities serving as collateral for
each repurchase agreement must be delivered to the Portfolio'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 Portfolio 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 which the
Portfolio 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.

        REVERSE REPURCHASE AGREEMENTS.  As briefly described in its Prospectus,
the Portfolio may also enter into reverse repurchase agreements which involve
the sale of securities held in the Portfolio to a bank or securities firm with
an agreement that the Portfolio will buy back the securities at a fixed future
date at a fixed price plus an agreed amount of interest which may be reflected
in the repurchase price.  Reverse repurchase agreements are considered to be
borrowings by the Portfolio.  The Portfolio will use proceeds obtained from the
sale of securities pursuant to reverse repurchase agreements to purchase other
investments.  The use of borrowed funds to make investments is a practice known
as "leverage," which is considered speculative.  Use of reverse repurchase
agreements is an investment technique that is intended to increase income. 
Thus, the Portfolio will enter into a reverse repurchase agreement only when
the Adviser determines that the interest income to be earned from the
investment of the proceeds is greater than the interest expense of the
transaction.  However there is a risk that interest expense will nevertheless
exceed the income earned.  Reverse repurchase agreements involve the risk that
the market value of securities purchased by the Portfolio with proceeds of the
transaction may decline below the repurchase price of the securities sold by
the Portfolio which it is obligated to repurchase.  The Portfolio would also
continue to be subject to the risk of a decline in the market value of the
securities sold under the agreements because it will reacquire those securities
upon effecting their repurchase.  To minimize various risks associated with
reverse repurchase agreements, the Portfolio would establish and maintain with
the Portfolio's custodian a separate account consisting of highly liquid,
marketable securities in an amount at least equal to the repurchase prices of
the securities (plus any accrued interest thereon) under such agreements.  In
addition, the Portfolio would not enter into reverse repurchase agreements
exceeding in the aggregate 33 1/3% of the value of its total net assets
(including for this purpose other borrowings of the Portfolio).  The Portfolio
will enter into reverse repurchase agreements only with selected registered
broker/ dealers or with federally insured banks or savings and loan
associations which are approved in


                                        -4-
    
<PAGE>   431
   





advance as being creditworthy by the Trustees.  Under procedures established by
the Trustees, the Adviser will monitor the creditworthiness of the firms
involved.

    

INVESTMENT RESTRICTIONS

        The Portfolio has adopted the following fundamental investment
restrictions.  These restrictions may not be changed without approval by
holders of a majority of the outstanding shares of the Portfolio.  A majority
for this purpose means the holders of:  (a) more than 50% of the outstanding
shares, or (b) 67% or more of the shares represented at a meeting where more
that 50% of the outstanding shares are represented, whichever is less. 

     The Portfolio may not:

(1)  borrow money, except as a temporary measure for extraordinary or 
     emergency purposes the Portfolio may borrow from banks in aggregate
     amounts at any one time outstanding not exceeding 33 1/3% of the total
     assets (including the amount borrowed) of the Portfolio, valued at market;
     and the Portfolio may not purchase any securities at any time when 
     borrowings exceed 5% of the total assets of the Portfolio (taken at market
     value).  This borrowing restriction does not prohibit the use of reverse
     repurchase agreements (see "Reverse Repurchase Agreements").  For purposes
     of this investment restriction, forward commitment transactions shall not
     constitute borrowings.  Interest paid on any borrowings will reduce the
     Portfolio's net investment income.

(2)  make short sales of securities or purchase any security on margin, except 
     that the Portfolio may obtain such short-term credit as may be necessary
     for the clearance of purchases and sales of securities (this restriction
     does not apply to securities purchased on a when-issued basis);

(3)  underwrite securities issued by other persons, except insofar as the 
     Portfolio may technically be deemed an underwriter under the
     Securities Act of 1933 in selling a security;

(4)  make loans to other persons except (a) through the lending of securities 
     held by the Portfolio, (b) through the purchase of debt securities in
     accordance with the investment policies of the Portfolio (the entry
     into repurchase agreements is not considered a loan for purposes of this
     restriction).

(5)  with respect to 75% of its total assets, purchase the securities of any 
     one issuer (except securities issued or guaranteed by the U.S. Government
     and its agencies or instrumentalities, as to which there are no percentage
     limits or restrictions) if immediately after and as a result of such
     purchase (a) more than 5% of the value of its assets would be invested in
     that issuer, or (b) the Portfolio would hold more than 10% of the
     outstanding voting securities of that issuer.

(6)  purchase or sell real estate (including limited partnership interests) 
     other than securities secured by real estate or interests therein
     including mortgage-related securities, interests in oil, gas or
     mineral leases in the ordinary course of business (the Portfolio reserves
     the freedom of action to hold and to sell real estate acquired as a result
     of the ownership of securities).


                                        -5-
<PAGE>   432


(7)  invest more than 25% of its total assets in the securities of issuers 
     whose principal business activities are in the same industry (excluding
     obligations of the U.S. Government and repurchase agreements).

(8)  issue any senior security (as that term is defined in the Investment 
     Company Act of 1940, as amended (the "1940 Act"), if such issuance is
     specifically prohibited by the 1940 Act or the rules and regulations
     promulgated thereunder.

(9)  invest in illiquid securities, including repurchase agreements maturing 
     in more than seven days but excluding securities which may be resold
     pursuant to Rule 144A under the Securities Act of 1933, if, as a result
     thereof, more than 10% of the net assets (taken at market value at the
     time of each investment of the Portfolio, as the case may be) would be
     invested in such securities.

(10) Invest in securities of any company if, to the knowledge of the Trust, 
     any officer or director of the Trust or its Adviser owns more than 1/2 of
     1% of the outstanding securities of such company, and all such officers
     and directors own in the aggregate more than 5% of the outstanding
     securities of such company.

        The Portfolio has also adopted the following additional operating
restrictions that may be required by various laws and administrative positions. 
These operating restrictions are not fundamental policies and may be changed by
the Portfolio without approval of its shareholders.

Under those operating restrictions, the Portfolio may not:

(a)  invest in companies for the purpose of exercising control or management;

(b)  make investments in the securities of other investment companies, except 
     as otherwise permitted by the 1940 Act or in connection with a
     merger, consolidation, or reorganization;

(c)  invest in securities of issuers (other than U.S. Government Securities) 
     having a record of less than three years of continuous operation (for this
     purpose, the period of operation of any issuer shall include the period of
     operation of any predecessor or unconditional guarantor or such
     issuer) if, regarding all securities, more than 5% of the total assets
     (taken at market value at the time of each investment) of the Portfolio,
     as the case may be would be invested in such securities;

(d)  invest in commodities and commodity futures contracts, put or call options
     or any combination thereof;

(e)  mortgage, pledge, hypothecate or in any manner transfer, as security for 
     indebtedness, any securities owned by the Portfolio except as may be
     necessary in connection with borrowings mentioned in (1) above; or

(f)  purchase warrants of any issuer, except on a limited basis, if, as a 
     result, more than 2% of the value of its total assets would be invested in
     warrants which are not listed on the New York Stock Exchange and more
     than 5% of the value of its total assets would be invested in warrants,
     whether or not so listed, such warrants in each case to be valued at the
     lesser



                                        -6-

<PAGE>   433





        of cost or market, but assigning no value to warrants acquired by the
        Portfolio in units or attached to debt securities.

        Pursuant to an undertaking with a certain state in connection with the
registration of shares of John Hancock Adjustable U.S. Government Trust (the
"Fund") (which invests its shares in the Portfolio), neither the Fund nor the
Portfolio will invest more than 15% of its respective net assets in illiquid
and restricted securities so long as such shares are registered for sale in
such state.

   
THOSE RESPONSIBLE FOR MANAGEMENT

        The businesses of the Portfolio and the Fund are managed by the
Trustees who elect officers who are responsible for the day-to-day operations
of the Portfolio and the Fund and who execute policies formulated by the
Trustees.  Several of the officers and Trustees of the Portfolio and 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 officers of the Trust during the past five years.  

<CAPTION>
                            POSITION HELD    PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
- ----------------            --------------   -----------------------
<S>                         <C>              <C>
Edward J. Boudreau, Jr.*    Trustee,         Chairman and Chief Executive
101 Huntington Avenue       Chairman and     Officer, the Adviser and The
Boston, MA 02199            Chief Executive  Berkeley Financial Group
                            Officer(1)(2)    ("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, John Hancock
                                             Capital Corporation, New

</TABLE>

                                        -7-
    
<PAGE>   434
   
<TABLE>
<CAPTION>
                            POSITION HELD    PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
- ----------------            --------------   -----------------------
<S>                         <C>              <C>


                                             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
601 Colorado Street                          Texas System and former
O'Henry Hall                                 President of the University of
Austin, TX 78701                             Texas, Austin, 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,
                                             Inc. (hotel management
                                             company); Director,
                                             Jefferson-Pilot Corporation
                                             (diversified life insurance
                                             company); Director,
                                             Freeport-McMoran Inc. (oil
                                             and gas company); Director,

</TABLE>

                                        -8-
    
<PAGE>   435
   

<TABLE>
<CAPTION>
                            POSITION HELD    PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
- ----------------            --------------   -----------------------
<S>                         <C>              <C>

                                             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
460 North Gulph Road                         company); Senior Vice
King of Prussia, PA 19406                    President, Finance UGI Corp.
                                             (public utility holding
                                             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
Houston, TX 77027                            Director, 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
                                             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 #3, Box 121                               manufacturer); and Trustee or
Malvern, PA 19355                            Director of other investment
                                             companies managed by the
                                             Adviser.

</TABLE>


                                        -9-

    
<PAGE>   436
   
<TABLE>
<CAPTION>
                            POSITION HELD    PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
- ----------------            --------------   -----------------------
<S>                         <C>              <C>

Steven R. Pruchansky        Trustee(1)(3)    Director and Treasurer, Mast
360 Horse Creek Drive, #208                  Holdings, Inc.; Director,
Naples, FL 33942                             First Signature Bank & Trust
                                             Company (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,
Rt. 1, Box 249 E                             Deputy Chief of Staff for
Linden, VA 22642                             Manpower and 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
13 Chadwell Place                            Muni Bond Funds, The Smith
Morristown, NJ 07960                         Barney Tax-Free Money Fund,
                                             Inc., Vantage Money Market
                                             Funds (mutual funds), The
                                             Inefficient-Market Fund, Inc.
                                             (closed-end investment
                                             company) and Smith Barney
                                             Trust Company of Florida;
                                             Chairman, Smith Barney Trust
                                             Company (retired December,
                                             1991); Director, Smith Barney,
                                             Inc., Mutual Management
                                             Company and Smith, Barney
                                             Advisers, Inc. (investment
                                             advisers) (retired 1991); 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.
</TABLE>


                                       -10-
    
<PAGE>   437
   

<TABLE>
<CAPTION>
                            POSITION HELD    PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS            WITH THE TRUST   DURING PAST FIVE YEARS 
- ----------------            --------------   -----------------------
<S>                         <C>              <C>

Robert G. Freedman*         Vice Chairman    President and Chief
101 Huntington Avenue       and Chief        Investment Officer, the
Boston, MA 02199            Investment       Adviser.
                            Officer(2)

Anne C. Hodsdon*            President(2)     Executive Vice President, the
101 Huntington Avenue                        Adviser.
Boston, MA 02199

James B. Little*            Senior Vice      Senior Vice President, the
101 Huntington Avenue       President and    Adviser.
Boston, MA 02199            Chief Financial 
                            Officer


Thomas H. Drohan*           Senior Vice      Senior Vice President and
101 Huntington Avenue       President and    Secretary, the Adviser.
Boston, MA 02199            Secretary

Michael P. DiCarlo*         Senior Vice      Senior Vice President, the
101 Huntington Avenue       President(2)     Adviser.
Boston, MA 02199

Edgar Larsen*               Senior Vice      Senior Vice President, the
101 Huntington Avenue       President        Adviser.
Boston, MA 02199

B.J. Willingham*            Senior Vice      Senior Vice President, the
101 Huntington Avenue       President        Adviser.  Formerly, Director
Boston, MA 02199                             and Chief Investment Officer
                                             of Transamerica Fund
                                             Management Company.

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

Susan S. Newton*            Vice President   Vice President and Assistant
101 Huntington Avenue       and Compliance   Secretary, the Adviser.
Boston, MA 02199            Officer

John A. Morin*              Vice President   Vice President, the Adviser.
101 Huntington Avenue       
Boston, MA 02199

</TABLE>





                                       -11-
    
<PAGE>   438
   


________________________
                             
 *   An "interested person" of the Portfolio, 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.

        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 April 28, 1995, there were 2,261,487 shares of the Portfolio
outstanding and officers and trustees of the Portfolio as a group beneficially
owned less than 1% of these outstanding shares.  At such date, the Fund held of
record 100% of the shares outstanding.  Such ownership by the Fund,
representing an interest of more than 25% of the outstanding shares of the
Portfolio, results in the presumption of "control" as defined under the 1940
Act and has the result that the Fund can materially affect a positive or
negative vote on any matters which require the vote of all shareholders of the
Portfolio.  

        As of April 28, 1995, there were 2,261,487 shares of Adjustable
Government Fund outstanding and officers and trustees of Adjustable Government
Fund as a group beneficially owned less than 1% of these outstanding shares. 
At such date, Merrill Lynch Pierce Fenner & Smith, Inc., Jacksonville, Florida
held of record 213,732 shares representing approximately 9% of the shares
outstanding of Adjustable Government Fund.  At such date, no other person owned
of record or beneficially as much as 5% of the outstanding shares of Adjustable
Government 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 Portfolio in any
other capacity and are persons who have no power to determine what securities
are purchased or sold on behalf of the Portfolio.  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.










                                       -12-
    
<PAGE>   439
   




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, 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.

        COMPENSATION OF THE BOARD OF TRUSTEES AND ADVISORY BOARD.  Each
Independent Trustee receives an annual retainer of $44,000, a meeting fee of
$4,000 for each of the four regularly scheduled meetings held during the year
and a fee of $25 per day or actual travel expenses, whichever is greater.  This
compensation is apportioned among the John Hancock funds, including the
Portfolio, on which such Trustees serve based on the net asset values of such
funds.  Advisory Board Members receive from the John Hancock funds an annual
retainer of $40,000 and a meeting fee of $7,000 for each of the two regularly
scheduled meetings to be held in 1995 and the one in 1996.  For the fiscal year
ended March 31, 1994, the Trust paid Trustees' fees in the aggregate of $26,337
to all the Trustees then serving as such.


INVESTMENT ADVISORY AND OTHER SERVICES

        As described in the Prospectus, the Portfolio 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
Portfolio who is also an affiliated person of the Adviser is named above,
together with the capacity in which such person is affiliated with the
Portfolio, the Adviser or TFMC (the Portfolio'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 Portfolio
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 over $80 billion, the


                                       -13-

    
<PAGE>   440
   



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 Portfolio has entered into an investment
management contract with the Adviser.  Under the investment management
contract, the Adviser provides the Portfolio with (i) a continuous investment
program, consistent with the Portfolio's stated investment objective and
policies, (ii) supervision of all aspects of the Portfolio'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 Portfolio's assets.

        No person other than the Adviser and its directors and employees
regularly furnishes advice to the Portfolio with respect to the desirability of
the Portfolio 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
Portfolio, the Adviser provides the Portfolio with office space, equipment and
supplies and other facilities and personnel required for the business of the
Portfolio.  The Adviser pays the compensation of all officers and employees of
the Portfolio and pays the expenses of clerical services relating to the
administration of the Portfolio.  All expenses which are not specifically paid
by the Adviser and which are incurred in the operation of the Portfolio,
including, but not limited to, (i) the fees of the Trustees of the Portfolio
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 Portfolio's
Advisory Board (described above) and (iii) the continuous public offering of
the shares of the Portfolio are borne by the Portfolio.  

        As provided by the investment management contract, the Portfolio pays
the Adviser an investment management fee, which is accrued daily and paid
monthly in arrears, equal on an annual basis to 0.40% of the Portfolio's
average daily net asset value.

        Payment due the Adviser at the end of the first month shall be 1/12 of
the annual fees, based on average daily net assets of the Portfolio for that
month.  At the end of each successive month, the Adviser shall be entitled to a
proportionate part of the annual fees, based on average net assets from the
first day of the fiscal year of the Portfolio through the last day of the 
month for which payments is made, less any previous payments made to the
Adviser during such fiscal year.

        The Adviser may voluntarily and temporarily reduce its advisory fee or
make other arrangements to limit the Portfolio'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 Portfolio's annual expenses fall below this
limit.






                                       -14-
    
<PAGE>   441
   



        In the event normal operating expenses of the Portfolio, exclusive of
certain expenses prescribed by state law, are in excess of any state limit
where the Portfolio 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 Portfolio is 2.5% of the first $30,000,000 of the Portfolio'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 Portfolio or its shareholders for any error of judgment or
mistake of law or for any loss suffered by the Portfolio 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 initial term of the investment management contract expires on
December 22, 1996 and it will continue in effect from year to year thereafter
if approved annually by a vote of a majority of the Independent Trustees of the
Portfolio, 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 Portfolio'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 Portfolio by vote of a majority of the outstanding voting
securities of the Portfolio, by the Trustees or by the Adviser. The management
contract terminates automatically in the event of its assignment.  

        Securities held by the Portfolio may also be held by other funds or
investment advisory clients for which the Adviser or its affiliates provide
investment advice.  Because of different investment objectives or other
factors, a particular security may be bought for one or more funds or clients
when one or more are selling the same security.  If opportunities for purchase
or sale of securities by the Adviser or for other funds or clients for which
the Adviser renders investment advice arise for consideration at or about the
same time, transactions in such securities will be made, insofar as feasible,
for the respective funds or clients in a manner deemed equitable to all of
them.  To the extent that transactions on behalf of more than one client of the
Adviser or its 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 Portfolio may use the
name "John Hancock" or any name derived from or similar to it only for as long
as the investment management contract or any extension, renewal or amendment
thereof remains in effect.  If the Portfolio's investment management contract
is no longer in effect, the Portfolio (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 period December 31, 1991 through March 31, 1992 and the fiscal
years ended March 31, 1993 and 1994, advisory fees payable by the Portfolio to
TFMC, the Portfolio's former investment adviser, amounted to $5,480, $123,662
and $184,072, respectively; however, a portion of such fees were not imposed
pursuant to the voluntary fee and expense limitation arrangements then in
effect (see "The Portfolio's and the Fund's Expenses" in the Prospectus).  


                                       -15-

    
<PAGE>   442
   


        ADMINISTRATIVE SERVICES AGREEMENT.  The Portfolio 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 Portfolio.  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 Portfolio.  The Services
Agreement was amended in connection with the appointment of the Adviser as
adviser to the Portfolio to permit services under the Agreement to be provided
to the Portfolio by the Adviser and its affiliates.  The Services Agreement was
terminated during the current fiscal year.  

        For the period December 31, 1991 through March 31, 1992, and for the
fiscal years ended March 31, 1993 and 1994, the Portfolio paid TFMC (pursuant
to the Services Agreement) $3,099, $37,033 and $38,012, respectively, of which
$3,099, $26,189 and $26,722, respectively, was paid to TFMC and $0, $10,844 and
$11,290, respectively, were paid for certain data processing and pricing
information services.


DISTRIBUTION CONTRACT

        As discussed in the Prospectus, the Portfolio'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 Portfolio 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 Portfolio's Board of Trustees including the vote of a majority of the
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 Portfolio's
shareholders or the Board of Trustees, including the vote of a majority of the
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 Portfolio and terminates automatically in
the case of an assignment by John Hancock Funds.

        When the Portfolio 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."





                                       -16-
    
<PAGE>   443
   




NET ASSET VALUE

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

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

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

        The Portfolio will not price its securities on the following national
holidays:  New Year's Day; Presidents' Day; Good Friday; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.  


PURCHASE OF SHARES

        Shares of the Portfolio are offered at a price equal to their net asset
value.  Share certificates will not be issued unless requested by the
shareholder in writing, and then only will be issued for full shares.  The
Board of Trustees reserves the right to change or waive the minimum investment
requirements and to reject any order to purchase shares when in the judgment of
the Adviser such rejection is in the Portfolio's best interest.


SPECIAL REDEMPTIONS

        Although it would not normally do so, the Portfolio has the right to
pay the redemption price of shares of the Portfolio 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 Portfolio
has elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which
the Portfolio is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Portfolio during any 90 day period
for any one account.


DESCRIPTION OF THE PORTFOLIO'S SHARES

        Ownership in the Portfolio 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 Trust 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 series.



                                       -17-
    
<PAGE>   444
   



        Each share of each series or class of the Trust represents an equal
proportionate interest with each other in that series or class, none having
priority or preference over other shares of the same series or class.  The
interest of investors in the various series or classes of the Trust is separate
and distinct.  All consideration received for the sales of shares of a
particular series or class of the Trust, all assets in which such consideration
is invested and all income, earnings and profits derived from such investments
will be allocated to and belong to that series or class.  As such, each such
share is entitled to dividends and distributions out of the net income
belonging to that series or class as declared by the Board of Trustees.  Shares
of the Trust have a par value of $0.01 per share.  The assets of each series
are segregated on the Trust's books and are charged with the liabilities of
that series and with a share of the Trust's general liabilities.  The Board of
Trustees determines those assets and liabilities deemed to be general assets or
liabilities of the Trust, and these items are allocated among each series in
proportion to the relative total net assets of each series.  In the unlikely
event that the liabilities allocable to a series exceed the assets of that
series, all or a portion of such liabilities may have to be borne by the other
series.

        Pursuant to the Declaration of Trust, the Trustees have established six
series of shares, including the Portfolio, and 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 (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).  The five other series of Trust are John Hancock
Intermediate Government Trust, John Hancock Adjustable U.S. Government Trust,
John Hancock Investment Quality Bond Fund, John Hancock U.S. Government Trust
and John Hancock Government Securities Trust.  

        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% of
the shares voting can, if they choose, elect all Trustees being voted upon,
while the holders of the remaining shares would be unable to elect any
Trustees.  Although the Trust 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 Trust. 
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 Trust is liable to the Trust or any
series or to a shareholder, nor is any Trustee, officer, employee or agent
liable to any third persons in connection with the affairs of the Trust, 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 particular series' property for
satisfaction of claims arising in connection with the affairs of that series. 
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 Trust.





                                       -18-
    
<PAGE>   445
   



        As a Massachusetts business trust, the Trust is not required to issue
share certificates.  The Trust shall continue without limitation of time
subject to the provisions in the Declaration of Trust concerning termination by
action of the shareholders.

        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 Trust's Declaration of Trust contains
an express disclaimer of shareholder liability for acts, obligations and
affairs of the Trust.  The Declaration of Trust also provides for
indemnification out of the Trust'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 circumstances in which the
Trust itself would be unable to meet its obligations, and the possibility of
this occurrence is remote.


TAX STATUS

        The Portfolio is treated as a separate entity for accounting and tax
purposes.  The Portfolio has qualified and 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 Portfolio will not be subject to Federal
income tax on its net income (including net short-term and long-term capital
gains) which is distributed to shareholders at least annually in accordance
with the timing requirements of the Code.

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

        Distributions from the Portfolio's current or accumulated earnings and
profits ("E&P"), as computed for Federal income tax purposes, will be taxable
as described in the Portfolio's Prospectus whether taken in shares or in cash. 
Distributions, if any, in excess of E&P will constitute a return of capital,
which will first reduce an investor's tax basis in Portfolio shares and
thereafter (after such basis is reduced to zero) will generally give rise to
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 elected to receive the distributions in cash, divided by the number of
shares received.

        The Portfolio's dividends and capital gain distributions will not
qualify for the corporate dividends received deduction.  

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


                                       -19-
    
<PAGE>   446
   





the investor's cost for such shares, and the distributions in reality represent
a return of a portion of the purchase price.

        Upon a redemption of shares of the Portfolio (including by exercise of
the exchange privilege) a shareholder may realize a taxable gain or loss
depending upon his basis in his shares. Such gain or loss will be treated as
capital gain or loss if the shares are capital assets in the shareholder's
hands and will be long-term or short-term, depending upon the shareholder's tax
holding period for the shares.  Any loss realized on a redemption or exchange
may be disallowed to the extent the shares disposed of are replaced with other
shares of the Portfolio within a period of 61 days beginning 30 days before and
ending 30 days after the shares are disposed of, such as pursuant to the
Dividend Reinvestment Plan.  In such a case, the basis of the shares acquired
will be adjusted to reflect the disallowed loss.  Any loss realized upon the
redemption of shares with a tax holding period of six months or less will be
treated as a long-term capital loss to the extent of any amounts treated as
distributions of long-term capital gain with respect to such shares.

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

        For Federal income tax purposes, the Portfolio is permitted to carry
forward a net capital loss in any year to offset its own 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 Portfolio and, as noted above, would not
be distributed as such to shareholders.  The Portfolio has $905,314 of capital
loss carryforwards as of the tax year ended December 31, 1994, of which $55,496
expires in 2000, $23,234 in 2001 and $826,584 in 2002, available to offset
future net capital gains.  

        The Portfolio must accrue income on investments in certain PIKs, zero
coupon securities or certain increasing rate securities (and, in general, any
other securities with original issue discount or with market discount if the
Portfolio elects to include market discount in income currently) prior to the
receipt of the corresponding cash payments.  However, the Portfolio must
distribute, at least annually, all or substantially all of its net income,
including such accrued income, to shareholders to qualify as a regulated
investment company under the Code and avoid Federal income and excise taxes. 
Therefore, the Portfolio may have to dispose of its portfolio securities under
disadvantageous circumstances to generate cash, or may have to leverage itself
by borrowing the cash, to satisfy distribution requirements.



                                       -20-
    
<PAGE>   447
   

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

        Non-U.S. investors not engaged in a U.S. trade or business with which
their investment in the Portfolio 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 Portfolio and, unless an effective IRS Form W-8 or
authorized substitute is on file, to 31% backup withholding on certain other
payments from the Portfolio.  Non-U.S. investors should consult their tax
advisers regarding such treatment and the application of foreign taxes to an
investment in any fund.

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


CALCULATION OF PERFORMANCE

        For the 30-day period ended September 30, 1994, the annualized yield of
the Portfolio was 5.25%.  At September 30, 1994, the average annual return for
the Portfolio was 1.28% for the one-year period ended September 30, 1994.

        The Portfolio's yield is computed by dividing net investment income per
share determined for a 30-day period by the maximum offering price per share on
the last day of the period, according to the following standard formula:

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










                                       -21-
    
<PAGE>   448
   





Where:

      a =  dividends and interest earned during the period.
      
      b =  net expenses accrued during the period.
      
      c =  the average daily number of fund shares outstanding during the 
           period that would be entitled to receive dividends.
      
      d =  the maximum offering price per share on the last day of the period 
           (NAV where applicable).
      
        The Portfolio's total return is computed by finding the average annual
compounded rate of return over the 1-year, 5-year, and 10-year periods that
would equate the initial amount invested to the ending redeemable value
according to the following formula:

                               P (1 + T)n = ERV

Where:

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

      T =  average annual total return

      n =  number of years

      ERV= ending redeemable value of a hypothetical $1,000 investment made at 
           the beginning of the designated periods or fraction thereof.

        This calculation also assumes that all dividends and distributions are
reinvested at net asset value on the reinvestment dates during the period.  The
"distribution rate" is determined by annualizing the result of dividing the
declared dividends of the Portfolio during the period stated by the maximum
offering price or net asset value at the end of the period.

        In addition to average annual total returns, the Portfolio may quote
unaveraged or cumulative total returns reflecting the simple change in value of
an investment over a stated period.  Cumulative total returns may be quoted as
a percentage or as a dollar amount, and may be calculated for a single
investment, a series of investments, and/or a series of redemptions, over any
time period.  

        From time to time, in reports and promotional literature, the
Portfolio's yield and total return will be compared to indices of mutual funds
and bank deposit vehicles such as Lipper Analytical Services, Inc.'s "Lipper --
Fixed Income Fund Performance Analysis," a monthly publication which tracks net
assets, total return, and yield on approximately 1,700 fixed income mutual
funds in the United States.  Ibbotson and Associates, CDA Weisenberger and F.C.
Towers are also used for comparison purposes, as well a the Russell and
Wilshire Indices.  

        Performance rankings and ratings reported periodically in national
financial publications such as MONEY Magazine, FORBES, BUSINESS WEEK, THE WALL
STREET JOURNAL, MICROPAL, INC., MORNINGSTAR, STANGER'S and BARRON'S, etc. will
also be utilized.


                                       -22-
    
<PAGE>   449
   





The Portfolio's promotional and sales literature may make reference to the
Portfolio's "beta." Beta is a reflection of the market-related risk of the
Portfolio by showing how responsive the Portfolio is to the market.

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


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
Portfolio.  Orders for purchases and sales of securities are placed in a manner
which, in the opinion of the Adviser will offer the best price and market for
the execution of each 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 Portfolio's primary policy is to execute all purchases and sales of
portfolio instruments at the most favorable prices consistent with best
execution, considering all of the costs of the transaction including brokerage
commissions.  This policy governs the selection of brokers and dealers and the
market in which a transaction is executed.  Consistent with the foregoing
primary policy, the Rules of Fair Practice of the NASD and other policies that
the Trustees may determine, the Adviser may consider sales of shares of the
Portfolio as a factor in the selection of broker-dealers to execute the
Portfolio's portfolio transactions.

        To the extent consistent with the foregoing, the Portfolio 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 Portfolio, and their value and expected contribution to the
performance of the Portfolio.  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 Portfolio.  The Portfolio will make no
commitments to allocate portfolio transactions upon any prescribed basis. 
While the Portfolio's officers will be primarily responsible for the allocation
of the Portfolio'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



                                       -23-

    
<PAGE>   450
   





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 Portfolio may pay to a broker which provides brokerage and research
services to the Portfolio 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 Portfolio 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"), are broker-dealers ("Affiliated Brokers").  Pursuant
to procedures determined by the Trustees and consistent with the above policy
of obtaining best net results, the Portfolio may execute portfolio transactions
with or through Tucker Anthony, Sutro or John Hancock Distributors.  During the
year ended May 31, 1994, the Portfolio did not execute any portfolio
transactions with then affiliated brokers.

        Any of the Affiliated Brokers may act as broker for the Portfolio on
exchange transactions, subject, however, to the general policy of the Portfolio
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 Portfolio 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
Portfolio as determined by a majority of the Trustees who are not interested
persons (as defined in the 1940 Act) of the Portfolio, the Adviser or the
Affiliated Brokers.  Because the Adviser, which is affiliated with the
Affiliated Brokers, has, as an investment adviser to the Portfolio, 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 Portfolio will not effect principal transactions with Affiliated
Brokers.  The Portfolio 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 Portfolio.  




                                       -24-
    
<PAGE>   451
   





CUSTODY OF PORTFOLIO

        Portfolio securities of the Portfolio are held pursuant to a custodian
agreement between the Trust, on behalf of the Portfolio, and Investors Bank and
Trust ("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 Portfolio.  The financial
statements of the Portfolio 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.




































                                       -25-
    
<PAGE>   452
   





         FINANCIAL STATEMENTS




















































                                         F-1
<PAGE>   453



                             JOHN HANCOCK BOND FUND

                                    PART C.

                               OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

    (a)  Financial Statements included in the Registration Statement:

    John Hancock Adjustable US Government Trust
    John Hancock Investment Quality Bond Fund
    John Hancock Government Securities Trust
    John Hancock Intermediate Government Trust
    John Hancock U.S. Government Trust
    John Hancock Adjustable US Government Fund

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

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

    (b)  Exhibits:

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

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

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

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

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


                                     C-1
<PAGE>   454


<TABLE>
<CAPTION>
         TITLE OF CLASS                NUMBER OF RECORD HOLDERS
         --------------                ------------------------
         <S>                                <C>
         Government Securities Trust
         Class A Shares -                   37,211
         Class B Shares -                       56

         Investment Quality Bond Fund
         Class A Shares                      6,261
         Class B Shares                        553

         US. Government Trust
         Class A Shares                        375
         Class B Shares                          0

         Intermediate Government Trust
         Class A Shares                         41
         Class B Shares                     12,330

         Adjustable US Government Trust
         Class A Shares                        605
         Class B Shares                        845
</TABLE>

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

                                     C-2
<PAGE>   455

        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."

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 Form 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


                                     C-3
<PAGE>   456

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-4
<PAGE>   457

<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-5
<PAGE>   458

<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-6
<PAGE>   459

<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
          --------------------------------

     The 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 Registrant's shareholders and the physical possession of its
     securities, may be maintained pursuant to Rule 31a-3 at the main
     offices of Registrant's Transfer Agent and Custodian.

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

     Not applicable.

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

     (a) Not applicable



                                  C-7
<PAGE>   460

     (b) Not applicable

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

     (d) 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-8
<PAGE>   461


                                   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 BOND FUND


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

<TABLE>
        Pursuant to the requirements of the Securities Act of 1933, this
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-9
<PAGE>   462

                               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>   463

                               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>   464

                               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>   465


                               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>   466

                               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>   467



                               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>   468



                               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>   469



                               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>   470



                               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>   471




                               JOHN HANCOCK BOND FUND

                                 (File No. 2-66906)

                                  INDEX TO EXHIBITS


         (1)  (a)  Amended and Restated 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
                   Investment Quality Bond Fund.+
              (b)  Investment Advisory Agreement between John Hancock
                   Advisers, Inc. and the Registrant on behalf of U.S.
                   Government Trust.+
              (c)  Investment Advisory Agreement between John Hancock
                   Advisers, Inc. and the Registrant on behalf of
                   Government Securities Trust.+
              (d)  Investment Advisory Agreement between John Hancock
                   Advisers, Inc. and the Registrant on behalf of
                   Intermediate Government Trust.+ 
              (e)  Investment Advisory Agreement between John Hancock
                   Advisers, Inc. and the Registrant on behalf of
                   Adjustable U.S. Government Fund.+ 
              (f)  Form of substantially identical Amended and Restated
                   Administrative Services Agreements among Transamerica
                   Fund Management Company, Transamerica Fund Distributors,
                   Inc., and the Registrant on behalf of each of Investment
                   Quality Bond Fund, U.S. Government Trust, Government
                   Securities Trust, Intermediate Government Trust,
                   Adjustable U.S. Government Fund and Adjustable U.S.
                   Government Trust.+

         (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.+ 
              (g)  Form of Financial Institution Sales and Service
                   Agreement between John Hancock Funds, Inc. and the John
                   Hancock funds.+

         (7)  Not Applicable.
<PAGE>   472




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

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

              (b)  Administration Agreement between John Hancock Advisers,
                   Inc. and the Registrant on behalf of Adjustable U.S.
                   Government Trust.+

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

        (11)  Consent of Independent Auditors.+ 

        (12)  Not Applicable.

        (13)  Not Applicable.

        (14)  Not Applicable.

        (15)  (a)  Rule 12b-1 Plans for Class A Shares.+
                     (i)  Investment Quality Bond Fund
                    (ii)  Adjustable U.S. Government Trust
                   (iii)  Government Securities Trust
                    (iv)  Intermediate Government Trust
                     (v)  U.S. Government Trust

              (b)  Rule 12b-1 Plans for Class B Shares.+ 
                     (i)  Investment Quality Bond Fund
                    (ii)  Adjustable U.S. Government Trust
                   (iii)  Government Securities Trust
                    (iv)  Intermediate Government Trust
                     (v)  U.S. Government Trust

        (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.
        

                                         -2-

    

<PAGE>   1
                                                                  EXHIBIT 99.1C


                             TRANSAMERICA BOND FUND

                     AMENDMENT TO THE DECLARATION OF TRUST




         AMENDMENT TO DECLARATION OF TRUST TO:  (1) change the name of the
Trust; and (2) change the names of five of the six 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 Bond Fund".


                                      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
certificate in connection with the change of names of five of the six 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 names of five of the six
presently outstanding series of shares of said Trust, are thereby changed as
follows:


<TABLE>
<CAPTION>
PRIOR NAME                                         NEW NAME
- ----------                                         --------
<S>                                                <C>
Transamerica Adjustable U.S. Government Trust      John Hancock Adjustable U.S. Government Trust
Transamerica Government Securities Trust           John Hancock Government Securities Trust
Transamerica Intermediate Government Trust         John Hancock Intermediate Government Trust
Transamerica Investment Quality Bond Fund          John Hancock Investment Quality Bond Fund
Transamerica U.S. Government Trust                 John Hancock U.S. Government Trust
</TABLE>

<PAGE>   2

         IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment to be executed this 16th day of December, 1994.





<TABLE>
<S>                                        <C>
- ------------------------------------       ------------------------------------
R. Trent Campbell, as Trusteee             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
</TABLE>

<PAGE>   3

         The aforesaid resolution is hereby duly adopted by the Board of
Trustees on the 15th day of April, 1994.





<TABLE>
<S>                                        <C>
- ------------------------------------       ------------------------------------
Edward J. Boudreau, Jr.                    James F. Carlin
101 Huntington Avenue                      233 West Central Street
Boston, Ma 02199                           Natick, MA  01760



- ------------------------------------       ------------------------------------
William H. Cunningham                      Charles L. Ladner
601 Colorado Street                        UGI Corporation
O. Henry Hall                              P.O.  Box 858
Austin, TX 78701                           Valley Forge, PA  19482



- ------------------------------------       ------------------------------------
Leo E. Linbeck, Jr.                        Patricia P. McCarter
P.O. Box 22500                             Swedesford Road
Houston, TX  77027                         RD #3 Box 121
                                           Malvern, PA  19355



- ------------------------------------       ------------------------------------
Steven R. Pruchansky                       Norman H. Smith
6920 Daniel Road                           Rt 1, Box 249 E.
Naples, FL  33942                          Linden, VA  22642





- ------------------------------------
John P. Toolan
13 Chadwell Place
Morristown, NJ  07960
</TABLE>

<PAGE>   1
                                                                   EXHIBIT 99.2

                                    BY-LAWS

                                       OF

                             JOHN HANCOCK BOND FUND

                                   ARTICLE I

                                  DEFINITIONS


     All capitalized terms have the respective meanings given them in the
Declaration of Trust of John Hancock Bond 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

                                INDEMNIFICATION

     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 April in each
year and shall end on the last day of December 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 99.5a















               JOHN HANCOCK INVESTMENT QUALITY BOND FUND, a series of

                               John Hancock Bond Fund




                           Investment Management Contract
















                                                 Dated:  December 22, 1994
<PAGE>   2





               JOHN HANCOCK INVESTMENT QUALITY BOND FUND, a series of
                               John Hancock Bond Fund

                                Boston, Massachusetts



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



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


         Ladies and Gentlemen:


              John Hancock Bond Fund (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 have been classified into one or
         more series representing the entire undivided interest in separate
         portfolios of the Trust, including John Hancock Investment Quality
         Bond Fund (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 November 29, 1984, 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 $75 million               0.6250%
                   Next $75 million                0.5625%
                   Amount over $150 million        0.5000%
</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
         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 Bond Fund"
         and the Fund has adopted the name "John Hancock Investment Quality


                                          5
<PAGE>   7





         Bond Fund" through permission of John Hancock Mutual Life
         Insurance Company, a Massachusetts insurance company, and agrees
         that John Hancock Mutual Life Insurance Company reserves to itself
         and any successor to its business the right to grant the 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
         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


                                          6
<PAGE>   8





         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 Bond Fund and
         John Hancock Investment Quality Bond Fund are the designations of
         the Trustees under the Declaration of Trust, dated November 29,
         1984 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 BOND FUND
                                  on behalf of
                                  John Hancock Investment Quality Bond Fund

                                      
                                  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 99.5b















                   JOHN HANCOCK U.S. GOVERNMENT TRUST, a series of

                               John Hancock Bond Fund




                           Investment Management Contract
















                                                 Dated:  December 22, 1994
<PAGE>   2





                   JOHN HANCOCK U.S. GOVERNMENT TRUST, a series of
                               John Hancock Bond Fund

                                Boston, Massachusetts



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



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


         Ladies and Gentlemen:


              John Hancock Bond Fund (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 have been classified into one or
         more series representing the entire undivided interest in separate
         portfolios of the Trust, including John Hancock U.S. Government
         Trust (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 November 29, 1984, 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 $200 million              0.650%
                   Next $300 million               0.625%
                   Amount over $500 million        0.600%
</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
         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 Bond Fund"
         and the Fund has adopted the name "John Hancock U.S. Government


                                          5
<PAGE>   7





         Trust" 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
         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


                                          6
<PAGE>   8





         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 Bond Fund and
         John Hancock U.S. Government Trust are the designations of the
         Trustees under the Declaration of Trust, dated November 29, 1984
         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 BOND FUND
                                  on behalf of
                                  John Hancock U.S. Government Trust

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


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

         JOHN HANCOCK ADVISERS, INC.

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
































                                          8


<PAGE>   1
                                                                Exhibit 99.5c















                JOHN HANCOCK GOVERNMENT SECURITIES TRUST, a series of

                               John Hancock Bond Fund




                           Investment Management Contract
















                                                 Dated:  December 22, 1994



<PAGE>   2


                JOHN HANCOCK GOVERNMENT SECURITIES TRUST, a series of
                               John Hancock Bond Fund

                                Boston, Massachusetts



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



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

         Ladies and Gentlemen:


              John Hancock Bond Fund (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 have been classified into one or
         more series representing the entire undivided interest in separate
         portfolios of the Trust, including John Hancock Government
         Securities Trust (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 November 29, 1984, 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 $200 million              0.650%
                   Next $300 million               0.625%
                   Amount over $500 million        0.600%
</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
         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 Bond Fund"
         and the Fund has adopted the name "John Hancock Government


                                          5
<PAGE>   7





         Securities Trust" 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
         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


                                          6
<PAGE>   8





         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 Bond Fund and
         John Hancock Government Securities Trust are the designations of
         the Trustees under the Declaration of Trust, dated November 29,
         1984 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 BOND FUND
                                  on behalf of
                                  John Hancock Government Securities Trust

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


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

         JOHN HANCOCK ADVISERS, INC.

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
































                                          8

<PAGE>   1
                                                               Exhibit 99.5d















               JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST, a series of

                               John Hancock Bond Fund




                           Investment Management Contract
















                                                 Dated:  December 22, 1994
<PAGE>   2





               JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST, a series of
                               John Hancock Bond Fund

                                Boston, Massachusetts



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



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


         Ladies and Gentlemen:


              John Hancock Bond Fund (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 have been classified into one or
         more series representing the entire undivided interest in separate
         portfolios of the Trust, including John Hancock Intermediate
         Government Trust (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 November 29, 1984, 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.

         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
         annual rate of 0.50% of the Fund's average daily net assets.

              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
         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 Bond Fund"
         and the Fund has adopted the name "John Hancock Intermediate
         Government Trust" 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


                                          5
<PAGE>   7





         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
         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.



                                          6
<PAGE>   8





         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 Bond Fund and
         John Hancock Intermediate Government Trust are the designations of
         the Trustees under the Declaration of Trust, dated November 29,
         1984 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 BOND FUND
                                  on behalf of
                                  John Hancock Intermediate Government 
                                    Trust

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


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

         JOHN HANCOCK ADVISERS, INC.

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































                                          8

<PAGE>   1
                                                               Exhibit 99.5e















              JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT FUND, a series of

                               John Hancock Bond Fund




                           Investment Management Contract
















                                                 Dated:  December 22, 1994
<PAGE>   2





              JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT FUND, a series of
                               John Hancock Bond Fund

                                Boston, Massachusetts



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



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


         Ladies and Gentlemen:


              John Hancock Bond Fund (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 have been classified into one or
         more series representing the entire undivided interest in separate
         portfolios of the Trust, including John Hancock Adjustable U.S.
         Government Fund (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 November 29, 1984, 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.

         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
         annual rate of 0.40% of the Fund's average daily net assets.

              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
         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 Bond Fund"
         and the Fund has adopted the name "John Hancock Adjustable U.S.
         Government Fund" through permission of John Hancock Mutual Life
         Insurance Company, a Massachusetts insurance company, and agrees
         that John Hancock Mutual Life Insurance Company reserves to itself
         and any successor to its business the right to grant the non-
         exclusive right to use the name "John Hancock" or any similar name
         to any other corporation or entity, including but not limited to


                                          5
<PAGE>   7






         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
         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.



                                          6
<PAGE>   8





         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 Bond Fund and
         John Hancock Adjustable U.S. Government Fund are the designations
         of the Trustees under the Declaration of Trust, dated November 29,
         1984 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 BOND FUND
                                  on behalf of
                                  John Hancock Adjustable U.S. 
                                    Government Fund

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


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

         JOHN HANCOCK ADVISERS, INC.

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































                                          8

<PAGE>   1
                                                                Exhibit 99.5f





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


              AMENDED AND RESTATED AGREEMENT made as of the 22nd day of
         December, 1994 by and between John Hancock Bond Fund, a
         Massachusetts business trust (the "Trust"), in respect of John
         Hancock Investment Quality Bond Fund (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 BOND FUND  
         COMPANY                           on behalf of
                                           John Hancock Investment Quality 
                                             Bond Fund



         By:_________________________      By:_____________________________   
            Anne C. Hodsdon                   Thomas M. Simmons
            President                         President


         TRANSAMERICA FUND DISTRIBUTORS, INC.



         By:_________________________________
         Name:_______________________________
         Title:______________________________





























                                        -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 99.6A



                               December 22, 1994


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

                             Distribution Agreement

Dear Sir:

JOHN HANCOCK BOND FUND (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 amendment, and the reasons therefor, and if you
should decline to assent to such amendment, the Trust may terminate this
Agreement



                                      -4-
<PAGE>   5

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 on behalf of each 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.  No Fund shall be liable for
the obligations of any other series of the Trust.




                                      -5-
<PAGE>   6

                                  Very truly yours,

                                  JOHN HANCOCK BOND FUND
                                  on behalf of
                                  John Hancock Adjustable U.S. Government Trust
                                  John Hancock Adjustable U.S. Government Fund
                                  John Hancock Government Securities Trust
                                  John Hancock Intermediate Government Trust
                                  John Hancock Investment Quality Bond Fund
                                  John Hancock U.S. Government Trust


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


The foregoing Agreement is hereby
accepted as of the date hereof

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

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




                                      -6-


<PAGE>   1

                                                                EXHIBIT 99.6B


                         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


                                  [Form of]

                          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 99.6G


                            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 8




                           MASTER CUSTODIAN AGREEMENT

                                    between

                           JOHN HANCOCK MUTUAL FUNDS

                                      and

                         INVESTORS BANK & TRUST COMPANY
<PAGE>   2
                               TABLE OF CONTENTS



<TABLE>
 <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 the
<PAGE>   7
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 busines 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 o
                     ptions 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.


<PAGE>   26
8.       Responsibility of Bank

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 99.9A




                     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
                                                               Exhibit 99.9B





                              ADMINISTRATION AGREEMENT

                               JOHN HANCOCK BOND FUND
                    John Hancock Adjustable U.S. Government Fund

              ADMINISTRATION AGREEMENT dated December 22, 1994 between
         JOHN HANCOCK BOND FUND, a Massachusetts business trust (the
         "Trust"), on behalf of John Hancock Adjustable U.S. Government
         Fund (the "Fund") and TRANSAMERICA FUND MANAGEMENT COMPANY, a
         State of Delaware (hereinafter called the "Administrator").

                                     WITNESSETH:

              WHEREAS, the Trust is engaged in business as an open-end
         management investment company and has registered as such under the
         Investment Company Act of 1940, as amended (the "Act"), and has
         authorized the issuance of shares of beneficial interest in the
         Fund representing interests in a separate portfolio of securities
         and other assets;

              WHEREAS, the Administrator is experienced in providing non-
         investment-advisory administrative, fund accounting and
         shareholder servicing services to investment companies;

              WHEREAS, the Trust, on behalf of the Fund, has entered into
         an Administrative Services Agreement with the Administrator
         providing for certain fund accounting and shareholder servicing
         services to the Fund (the "Service Agreement"); and

              WHEREAS, the Trust wishes to engage the Administrator to
         provide certain administrative services to the Trust and the Fund,
         and the Administrator is willing to provide such administrative
         services, all on the terms and conditions hereinafter set forth.

              NOW, THEREFORE, in consideration of the premises and the
         mutual promises hereinafter set forth, the parties hereto agree as
         follows:

         1.   DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR.

              A.   ADMINISTRATIVE SERVICES.  Subject to the overall
         authority of the Board of Trustees of the Trust, the Administrator
         shall provide general administrative services and oversee the
         operations of the Fund ("Administrative Services").  Such
         Administrative Services shall not include investment advisory,
         custodian, underwriting and distribution, transfer agency,
         shareholder or accounting services, but shall include, without
         limitation:
<PAGE>   2





                   (i)  the provision of office space and equipment
         necessary in connection with the maintenance of the headquarters
         of the Trust in respect of the Fund;

                  (ii)  the maintenance of the corporate book and records
         of the Trust in respect of the Fund, other than its accounting
         books and records and those of its records maintained by the
         transfer agent or the custodian of the Trust or by the
         Administrator pursuant to the Service Agreement, and making
         arrangements for the meetings of the Trustees of the Trust
         including the preparation of agendas and supporting materials
         therefor;

                 (iii)  the preparation of communications and reports to
         shareholders of the Fund and making arrangements for meetings of
         such shareholders;

                  (iv)  the preparation and filing of all reports and all
         updating and other amendments to the Trust's registration
         statements necessary to maintain the registration of the Trust
         under the Act and the registration of the Fund's shares of
         beneficial interest under federal and state securities laws;

                   (v)  the preparation of the Trust's tax returns in
         respect of the Fund;

                  (vi)  the periodic computation and reporting to the
         Trustees of the Trust, of the Fund's compliance with its
         investment objective and policies and the portfolio
         diversification and other portfolio requirements of the Act and
         the Internal Revenue Code; and

                 (vii)  negotiation of agreements or other arrangements
         with, and general oversight and coordination of, agents and others
         retained by the Trust on behalf of the Fund to provide custodian,
         net asset value computation, portfolio accounting, financial
         statement preparation, legal, tax and accounting services.

              B.   REPORTS TO TRUST.  The Administrator shall furnish to or
         place at the disposal of the Trust such information, reports,
         evaluations, analyses and opinions relating to the Administrator
         and its administrative services to the Trust and the Fund as the
         Trust may, at any time or from time to time, reasonably request or
         as the Administrator may deem helpful.

              C.   TRUST PERSONNEL.  The Administrator will permit
         individuals who are officers or employees of the Administrator to
         serve (if duly elected or appointed) as officers, trustees,
         members of any committee of trustees, members of any advisory



                                        -2-
<PAGE>   3





         board, or members of any other committee of the Trust, without
         remuneration or other cost to the Trust or the Fund.

              D.   PERSONNEL, OFFICE SPACE, AND FACILITIES OF
         ADMINISTRATOR.  The Administrator at its own expense shall furnish
         or provide and pay the cost of such office space, office
         equipment, office personnel, and office services as the
         Administrator requires in the performance of its administrative
         and other obligations under this Agreement.

         2.   ALLOCATION OF EXPENSES.

              A.   EXPENSES PAID BY ADMINISTRATOR.

                   (1)  EXPENSES PAID BY ADMINISTRATOR.  The Administrator
         shall pay all salaries, expenses, and fees of the officers and
         trustees of the Trust who are affiliated with the Administrator.

                   (2)  ASSUMPTION OF EXPENSES BY ADMINISTRATOR.  The
         payment or assumption by the Administrator of any expense of the
         Trust or the Fund that the Administrator is not required by this
         Agreement to pay or assume shall not obligate the Administrator to
         pay or assume the same or any similar expense on any subsequent
         occasion.

              B.   EXPENSES PAID BY TRUST.  The Trust in respect of the
         Fund shall bear all expenses of its organization, operations, and
         business not specifically assumed or agreed to be paid by the
         Administrator as provided in this Agreement.  In particular, but
         without limiting the generality of the foregoing, the Trust in
         respect of the Fund shall pay:

                   (1)  ADMINISTRATIVE AND SERVICE FEES.  The fees of the
         Administrator as provided in paragraph 3 below and under the
         Service Agreement;

                   (2)  DISTRIBUTION FEES.  The fees, if any, payable
         pursuant to any plan heretofore or hereafter adopted by the Trust
         pursuant to Rule 12b-1 under the Act;

                   (3)  CUSTODY AND ACCOUNTING SERVICES.  All expenses of
         the transfer, receipt, safekeeping, servicing and accounting for
         the cash, securities, and other property of the Trust or the Fund
         including all charges of depositories, custodians, and other
         agents, if any;

                   (4)  SHAREHOLDER SERVICING.  All expenses of
         establishing, maintaining and servicing shareholder accounts,
         including all charges of transfer, shareholder recordkeeping,



                                        -3-
<PAGE>   4





         dividend disbursing, redemption, and other agents for the benefit
         of the Trust or the Fund;

                   (5)  SHAREHOLDER COMMUNICATIONS.  All expenses of
         preparing, setting in type, printing and distributing reports and
         other communications to shareholders of the Trust or the Fund;

                   (6)  SHAREHOLDER MEETINGS.  All expenses incidental to
         holding meetings of the shareholders of the Trust or the Fund,
         including the expenses of printing and mailing notices and proxy
         material and proxy solicitation in connection therewith;

                   (7)  PROSPECTUSES.  All expenses of preparing, setting,
         in type, and printing of annual or more frequent revisions of the
         Trust's prospectus and of mailing them to shareholders;

                   (8)  PRICING.  All expenses of computing the net asset
         value of the Fund or any other series of the Trust, including the
         cost of any equipment or services used for obtaining price
         quotations and the fees of any independent pricing service
         authorized by the Trustees of the Trust;

                   (9)  COMMUNICATION EQUIPMENT.  All charges for equipment
         or services used for communication between the Administrator or
         the Trust and the custodian, transfer agent or any other agent
         selected by the Trust;

                   (10) LEGAL AND ACCOUNTING FEES AND EXPENSES.  All
         charges for services and expenses of the Trust's legal counsel and
         independent auditors;

                   (11) TRUSTEES' FEES AND EXPENSES.  All compensation of
         Trustees of the Trust, other than those affiliated with the
         Administrator, and all expenses (including fees and disbursements
         of their legal counsel) incurred in connection with their service;

                   (12) FEDERAL REGISTRATION FEES.  All fees and expenses
         of registering and maintaining the registration of the Trust under
         the Act and the registration of the shares of beneficial interest
         of the Fund or any other series of the Trust under the Securities
         Act of 1933 (the "1933 Act"), including all fees and expenses
         incurred in connection with the preparation, setting in type,
         printing and filing of any registration statement, prospectus or
         statement of additional information under the Act or the 1933 Act,
         and any amendments or supplements thereto that may be made from
         time to time;

                   (13) STATE REGISTRATION FEES.  All fees and expenses of
         qualifying and maintaining the qualification of the Trust and of
         the shares of beneficial interest of the Fund or any other series


                                        -4-
<PAGE>   5





         of the Trust for sale under securities laws of various states or
         jurisdictions, and of registration and qualification of the Trust
         under all other laws applicable to the Trust for its business
         activities (including registering the Trust as a broker/dealer, or
         any officer of the Trust or any person as agent or salesman of the
         Fund in any state);

                   (14) ISSUE AND REDEMPTION OF FUND SHARES.  All expenses
         incurred in connection with the issue, redemption, and transfer of
         the shares of beneficial interest of the Fund or any other series
         of the Trust, including the expense of confirming all share
         transactions, and of preparing and transmitting certificates
         representing such shares;

                   (15) BONDING AND INSURANCE.  All expenses of bond,
         liability, errors and omissions, and other insurance coverage
         required by law or deemed advisable by the Trustees of the Trust;

                   (16) BROKERAGE COMMISSIONS.  All brokers' commissions
         and other charges incident to the purchase, sale, or lending of
         the portfolio securities of the Fund or any other series of the
         Trust;

                   (17) INTEREST AND TAXES.  Interest on borrowed money,
         and all taxes or governmental fees payable by or with respect to
         the Trust or the Fund to federal, state or other governmental
         agencies, domestic or foreign, including stamp or other transfer
         taxes;

                   (18) TRADE ASSOCIATION FEES.  All fees, dues and other
         expenses incurred in connection with the membership of the Trust
         or the Fund in any trade association or other investment
         organization; and

                   (19) NONRECURRING AND EXTRAORDINARY EXPENSES.  Such
         nonrecurring expenses as may arise, including the costs of
         actions, suits, or proceedings to which the Trust or the Fund is a
         party and the expenses that the Fund may incur as a result of its
         legal obligation to provide indemnification to its officers,
         trustees, and agents.

              In the event that the issuance of shares of beneficial
         interest of series, or funds, of the Trust in addition to the Fund
         is subsequently authorized, expenses which are directly charged to
         or attributable to the Fund and any such additional series or
         funds shall be borne by the Fund or such additional series or
         fund, as appropriate, and expenses which are not solely
         attributable to the Fund or any such additional series or fund
         shall be allocated among the Fund and such additional series or
         fund shall be allocated among the Fund and such additional series


                                        -5-
<PAGE>   6





         or funds on a basis that the Trustees of the Trust deem fair and
         reasonable.

         3.   ADMINISTRATIVE FEES.  The Trust, for the benefit of the Fund,
         shall pay the Administrator a fee computed at an annual rate of
         .10% of the Fund's average daily net assets.

         4.   ADMINISTRATOR'S USE OF THE SERVICES OF OTHERS.  The
         Administrator may (at its cost) employ, retain or otherwise avail
         itself of the services or facilities of other persons or
         organizations as the Administrator may deem necessary, appropriate
         or convenient for the discharge of its obligations hereunder or in
         the discharge of the Administrator's overall responsibilities with
         respect to other accounts which it serves as administrator.

         5.   OWNERSHIP OF RECORDS.  All records required to be maintained
         and preserved by the Trust pursuant to the rules or regulations of
         the Securities and Exchange Commission under Section 31(a) of the
         Act and maintained and preserved by the Administrator on behalf of
         the Trust are the property of the Trust and will be surrendered by
         the Administrator promptly on request by the Trust.

         6.   REPORTS TO ADMINISTRATOR.  The Trust shall furnish or
         otherwise make available to the Administrator such prospectus,
         financial statements, proxy statements, reports, and other
         information relating to the business and affairs of the Trust or
         the Fund as the Administrator may, at any time or from time to
         time reasonably require in order to discharge its obligations
         under this Agreement.

         7.   SERVICES TO OTHER CLIENTS.  Nothing herein contained shall
         limit the freedom of the Administrator or any affiliated person of
         the Administrator to render administrative services to other
         investment companies, to act as administrator for other persons,
         firms or corporations, or to engage in other business activities.

         8.   LIMITATION OF LIABILITY OF ADMINISTRATOR.  The Administrator
         will use its best efforts in the supervision and management of the
         activities of the Fund as set forth in this Agreement, but in the
         absence of willful misfeasance, bad faith, gross negligence or
         reckless disregard of its obligations hereunder, the Administrator
         shall not be liable to the Trust or the Fund for any error of
         judgement or mistake of law or for any act or omission by the
         Administrator or for any losses sustained by the Trust or the
         Portfolio.

         9.   LIMITATION OF LIABILITY OF TRUST.  The Declaration of Trust
         establishing Transamerica Bond Fund, dated November 27, 1984, a
         copy of which, together with all amendments thereto, is on file in
         the office of the Secretary of State of The Commonwealth of


                                        -6-
<PAGE>   7





         Massachusetts, provides that the name John Hancock Bond Fund
         refers to the Trustees under the Declaration collectively as
         Trustees, but not as individuals or personally; and no Trustee,
         shareholder, officer, employee or agent of John Hancock Bond Fund
         shall be held to any personal liability, nor shall resort be had
         to their prior property for the satisfaction of any obligation or
         claim or otherwise in connection with the affairs of said John
         Hancock Bond Fund, but the trust estate only shall be liable.

         10.  TERM OF AGREEMENT.  This Agreement shall remain in effect
         until two years from the date hereof and from year to year
         thereafter provided such continuance is approved at least annually
         by the vote of holders of a majority, as defined in the Act, of
         the outstanding voting securities of the Fund, or by the Board of
         Trustees of the Trust; provided, that in either event such
         continuance is also approved 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; provided, however, that
         (a) the Trust on behalf of the Fund may, at any time and without
         the payment of any penalty, terminate this Agreement upon thirty
         days written notice to the Administrator, either by majority vote
         of the Board of Trustees of the Fund or by the vote of a majority
         of the outstanding voting securities of the Fund; (b) this
         Agreement shall immediately terminate in the event of its
         assignment (within the meaning of the Act) unless such automatic
         termination shall be prevented by an exemptive order or rule of
         the Securities and Exchange Commission; and (c) the Administrator
         may terminate this Agreement without 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.

         11.  MISCELLANEOUS.

              A.   CAPTIONS.  The captions in this Agreement are included
         for convenience of reference only and in no way define or
         delineate any of the provisions hereof or otherwise affect their
         construction or effect.

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





                                        -7-
<PAGE>   8





              IN WITNESS WHEREOF, the parties hereto have caused this
         Agreement to be signed by their respective officers thereunto duly
         authorized and their respective seals to be hereunto affixed, as
         of the date and year first above written.

                                       JOHN HANCOCK BOND FUND
                                       on behalf of
                                       John Hancock Adjustable U.S.   
                                         Government Fund


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


                                       TRANSAMERICA FUND MANAGEMENT COMPANY


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




























                                        -8-

<PAGE>   1

                       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 reports dated
April 29, 1994 as to John Hancock U.S. Government Trust, John Hancock
Intermediate Government Trust, John Hancock Investment Quality Bond Fund, John
Hancock Government Securities Trust, John Hancock Adjustable U.S. Government
Trust and Adjustable U.S. Government Fund, in Post-Effective Amendment No. 30
to the Registration Statement (Form N-1A No. 2-66906) of John Hancock Bond Fund.

                                                ERNST & YOUNG LLP



May 9, 1995


<PAGE>   1
                                                              EXHIBIT 99.15A(i)

                   JOHN HANCOCK INVESTMENT QUALITY BOND FUND
                       a series of John Hancock Bond Fund

                               Distribution Plan

                                 Class A Shares

                               December 22, 1994

ARTICLE I.  THIS PLAN

     This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock Investment
Quality Bond Fund (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 Class A 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 Class
A shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include, but are not limited to, (a) initial and ongoing
sales compensation 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 Class A shares of the Fund, (b) direct
out-of-pocket expenses incurred in connection with the distribution of Class A
shares of the Fund, including expenses related to printing of prospectuses and
reports to other than existing Class A shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class A

<PAGE>   2

shares of the Fund, (d) distribution expenses incurred by Transamerica Fund
Distributors, Inc. in connection with the Class A shares of the Fund, and (e)
distribution expenses incurred in connection with the distribution of a
corresponding class of any open-end, registered investment company which sells
all or substantially all 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
Class A 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 0.25% of the average daily net asset value of the Class A shares of the
Fund (determined in accordance with the Fund's prospectus as from time to time
in effect) 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 0.25% of the average daily net asset value of the Class A
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 22, 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.

<PAGE>   3

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 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 Class A 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 Class A shares.

     (b)  That such agreement shall terminate automatically in the event of its
          assignment.

<PAGE>   4

ARTICLE X.  AMENDMENTS

     This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

ARTICLE XI.  LIMITATION OF LIABILITY

     The 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 22nd day of December, 1994 in Boston,
Massachusetts.

               JOHN HANCOCK BOND FUND
               on behalf of
               JOHN HANCOCK INVESTMENT QUALITY BOND FUND

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

               JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

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


<PAGE>   1
                                                              Exhibit 99.15A(ii)

                 JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
                       a series of John Hancock Bond Fund

                               Distribution Plan

                                 Class A Shares

                               December 22, 1994

ARTICLE I.  THIS PLAN

     This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock Adjustable
U.S. Government Trust (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 Class A 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 Class
A shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include, but are not limited to, (a) initial and ongoing
sales compensation 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 Class A shares of the Fund, (b) direct
out-of-pocket expenses incurred in connection with the distribution of Class A
shares of the Fund, including expenses related to printing of prospectuses and
reports to other than existing Class A shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class A

<PAGE>   2

shares of the Fund, (d) distribution expenses incurred by Transamerica Fund
Distributors, Inc. in connection with the Class A shares of the Fund, and (e)
distribution expenses incurred in connection with the distribution of a
corresponding class of any open-end, registered investment company which sells
all or substantially all 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
Class A 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 0.25% of the average daily net asset value of the Class A shares of the
Fund (determined in accordance with the Fund's prospectus as from time to time
in effect) 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 0.25% of the average daily net asset value of the Class A
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.

<PAGE>   3


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 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 Class A 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 Class A shares.

     (b)  That such agreement shall terminate automatically in the event of
          its assignment.

<PAGE>   4


ARTICLE X.  AMENDMENTS

     This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

ARTICLE XI.  LIMITATION OF LIABILITY

     The 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 BOND FUND
                            on behalf of
                            JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST

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


                            JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

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


<PAGE>   1

                                                            EXHIBIT 99.15A(iii)

                    JOHN HANCOCK GOVERNMENT SECURITIES TRUST
                       a series of John Hancock Bond Fund

                               Distribution Plan

                                 Class A Shares

                               December 22, 1994

ARTICLE I.  THIS PLAN

     This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock Government
Securities Trust (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 Class A 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 Class
A shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include, but are not limited to, (a) initial and ongoing
sales compensation 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 Class A shares of the Fund, (b) direct
out-of-pocket expenses incurred in connection with the distribution of Class A
shares of the Fund, including expenses related to printing of prospectuses and
reports to other than existing Class A shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class A

<PAGE>   2

shares of the Fund, (d) distribution expenses incurred by Transamerica Fund
Distributors, Inc. in connection with the Class A shares of the Fund, and (e)
distribution expenses incurred in connection with the distribution of a
corresponding class of any open-end, registered investment company which sells
all or substantially all 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
Class A 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 0.25% of the average daily net asset value of the Class A shares of the
Fund (determined in accordance with the Fund's prospectus as from time to time
in effect) 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 0.25% of the average daily net asset value of the Class A
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 22, 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.

<PAGE>   3

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 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 Class A 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 Class A shares.

     (b)  That such agreement shall terminate automatically in the event of its
          assignment.

<PAGE>   4

ARTICLE X.  AMENDMENTS

     This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

ARTICLE IX.  LIMITATION OF LIABILITY

     The obligations of the Fund are not personally binding upon, nor shall
resort be had to the private property of, any of the Trustees, shareholders,
officers, employees or agents of the 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 22nd day of December, 1994 in Boston,
Massachusetts.

               JOHN HANCOCK BOND FUND
               on behalf of
               JOHN HANCOCK GOVERNMENT SECURITIES TRUST

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


               JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

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


<PAGE>   1
                                                             Exhibit 99.15A(iv)

                   JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST
                       a series of John Hancock Bond Fund

                               Distribution Plan

                                 Class A Shares

                               December 22, 1994

ARTICLE I.  THIS PLAN

     This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock
Intermediate Government Trust (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 Class A 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 Class
A shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include, but are not limited to, (a) initial and ongoing
sales compensation 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 Class A shares of the Fund, (b) direct
out-of-pocket expenses incurred in connection with the distribution of Class A
shares of the Fund, including expenses related to printing of prospectuses and
reports to other than existing Class A shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class A

<PAGE>   2


shares of the Fund, (d) distribution expenses incurred by Transamerica Fund
Distributors, Inc. in connection with the Class A shares of the Fund, and (e)
distribution expenses incurred in connection with the distribution of a
corresponding class of any open-end, registered investment company which sells
all or substantially all 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
Class A 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 0.25% of the average daily net asset value of the Class A shares of the
Fund (determined in accordance with the Fund's prospectus as from time to time
in effect) 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 0.25% of the average daily net asset value of the Class A
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.

<PAGE>   3


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 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 Class A 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 Class A shares.

     (b)  That such agreement shall terminate automatically in the event of
          its assignment.

<PAGE>   4


ARTICLE X.  AMENDMENTS

     This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

ARTICLE XI.  LIMITATION OF LIABILITY

     The 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 22nd day of December, 1994 in Boston,
Massachusetts.

                            JOHN HANCOCK BOND FUND
                            on behalf of
                            JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST

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

                            JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

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

<PAGE>   1
                                                              Exhibit 99.15A(v)
                       JOHN HANCOCK U.S. GOVERNMENT TRUST
                       a series of John Hancock Bond Fund

                               Distribution Plan

                                 Class A Shares

                               December 22, 1994

ARTICLE I.  THIS PLAN

     This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock U.S.
Government Trust (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 Class A 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 Class
A shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include, but are not limited to, (a) initial and ongoing
sales compensation 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 Class A shares of the Fund, (b) direct
out-of-pocket expenses incurred in connection with the distribution of Class A
shares of the Fund, including expenses related to printing of prospectuses and
reports to other than existing Class A shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class A

<PAGE>   2


shares of the Fund, (d) distribution expenses incurred by Transamerica Fund
Distributors, Inc. in connection with the Class A shares of the Fund, and (e)
distribution expenses incurred in connection with the distribution of a
corresponding class of any open-end, registered investment company which sells
all or substantially all 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
Class A 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 0.25% of the average daily net asset value of the Class A shares of the
Fund (determined in accordance with the Fund's prospectus as from time to time
in effect) 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 0.25% of the average daily net asset value of the Class A
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.

<PAGE>   3





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 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 Class A 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 Class A shares.

     (b)  That such agreement shall terminate automatically in the event of
          its assignment.

<PAGE>   4


ARTICLE X.  AMENDMENTS

     This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

ARTICLE XI.  LIMITATION OF LIABILITY

     The 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 22nd day of December, 1994 in Boston,
Massachusetts.

                            JOHN HANCOCK BOND FUND
                            on behalf of
                            JOHN HANCOCK U.S. GOVERNMENT TRUST

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


                            JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

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




<PAGE>   1
                                                             Exhibit 99.15B(i)

                   JOHN HANCOCK INVESTMENT QUALITY BOND FUND
                       a series of John Hancock Bond Fund

                               Distribution Plan

                                 Class B Shares

                               December 22, 1994

ARTICLE I.  THIS PLAN

     This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock Investment
Quality Bond Fund (the "Fund"), on behalf of its Class B shares, 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 Class B shareholders, as set
forth herein.  Certain of such payments by the Fund may, under Rule 12b-1 of the
Securities and Exchange Commission, as from time to time amended (the "Rule"),
under the Investment Company Act of 1940, as amended (the "Act"), be deemed to
constitute the financing of distribution by the Fund of its shares.  This Plan
describes all material aspects of such financing as contemplated by the Rule and
shall be administered and interpreted, and implemented and continued, in a
manner consistent with the Rule.  The 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 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 Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below).  Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,

<PAGE>   2


(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantially all of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.

     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
Class B shareholders of the Fund.

ARTICLE III.  MAXIMUM EXPENDITURES

     The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.  In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Trustees from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.

ARTICLE IV.  EXPENSES BORNE BY THE FUND

     Notwithstanding any other provision of this Plan, the Trust, the Fund and
its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear
the respective expenses to be borne by them under the Investment Management
Contract dated December __, 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

<PAGE>   3


should reasonably result in the sale of Class B 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 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 Class B 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 Class B shares.

<PAGE>   4



     (b)  That such agreement shall terminate automatically in the event of its
          assignment.

ARTICLE X.  AMENDMENTS

     This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

ARTICLE XI.  LIMITATION OF LIABILITY

     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 22nd day of December, 1994 in Boston,
Massachusetts.

                            JOHN HANCOCK BOND FUND
                            on behalf of
                            JOHN HANCOCK INVESTMENT QUALITY BOND FUND

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

                            JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

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




<PAGE>   1
                                                            Exhibit 99.15B(ii)

                 JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
                       a series of John Hancock Bond Fund

                               Distribution Plan

                                 Class B Shares

                               December 22, 1994

ARTICLE I.  THIS PLAN

     This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock High
Adjustable U.S. Government Trust (the "Fund"), on behalf of its Class B shares,
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 Class B
shareholders, as set forth herein.  Certain of such payments by the Fund may,
under Rule 12b-1 of the Securities and Exchange Commission, as from time to time
amended (the "Rule"), under the Investment Company Act of 1940, as amended (the
"Act"), be deemed to constitute the financing of distribution by the Fund of its
shares. This Plan describes all material aspects of such financing as
contemplated by the Rule and shall be administered and interpreted, and
implemented and continued, in a manner consistent with the Rule.  The 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 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 Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below).  Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,

<PAGE>   2





(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantially all of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.

     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
Class B shareholders of the Fund.

ARTICLE III.  MAXIMUM EXPENDITURES

     The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.  In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Trustees from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.

ARTICLE IV.  EXPENSES BORNE BY THE FUND

     Notwithstanding any other provision of this Plan, the Trust, the Fund and
its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear
the respective expenses to be borne by them under the Investment Management
Contract dated December __, 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

<PAGE>   3



should reasonably result in the sale of Class B 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 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 Class B 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 Class B shares.

<PAGE>   4


     (b)  That such agreement shall terminate automatically in the event of
          its assignment.

ARTICLE X.  AMENDMENTS

     This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

ARTICLE XI.  LIMITATION OF LIABILITY

     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 22nd day of December, 1994 in Boston,
Massachusetts.

                            JOHN HANCOCK BOND FUND
                            on behalf of
                            JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST

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


                            JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

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

<PAGE>   1
                                                            EXHIBIT 99.15B(iii)


                    JOHN HANCOCK GOVERNMENT SECURITIES TRUST
                       a series of John Hancock Bond Fund

                               Distribution Plan

                                 Class B Shares

                               December 22, 1994

ARTICLE I.  THIS PLAN

     This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock Government
Securities Trust (the "Fund"), on behalf of its Class B shares, 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 Class B shareholders, as set
forth herein.  Certain of such payments by the Fund may, under Rule 12b-1 of the
Securities and Exchange Commission, as from time to time amended (the "Rule"),
under the Investment Company Act of 1940, as amended (the "Act"), be deemed to
constitute the financing of distribution by the Fund of its shares.  This Plan
describes all material aspects of such financing as contemplated by the Rule and
shall be administered and interpreted, and implemented and continued, in a
manner consistent with the Rule.  The 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 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 Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below).  Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,

<PAGE>   2

(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantially all of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.

     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
Class B shareholders of the Fund.

ARTICLE III.  MAXIMUM EXPENDITURES

     The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.  In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Trustees from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.

ARTICLE IV.  EXPENSES BORNE BY THE FUND

     Notwithstanding any other provision of this Plan, the Trust, the Fund and
its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear
the respective expenses to be borne by them under the Investment Management
Contract dated December 22, 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

<PAGE>   3

should reasonably result in the sale of Class B 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 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 Class B 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 Class B shares.

<PAGE>   4

     (b)  That such agreement shall terminate automatically in the event of its
assignment.

ARTICLE X.  AMENDMENTS

     This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

ARTICLE XI.  LIMITATION OF LIABILITY

     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 22nd day of December, 1994 in Boston,
Massachusetts.

               JOHN HANCOCK BOND FUND
               on behalf of
               JOHN HANCOCK GOVERNMENT SECURITIES TRUST

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

               JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

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


<PAGE>   1
                                                          Exhibit 99.15B(iv)

                   JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST
                       a series of John Hancock Bond Fund

                               Distribution Plan

                                 Class B Shares

                               December 22, 1994

ARTICLE I.  THIS PLAN

     This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock
Intermediate Government Trust (the "Fund"), on behalf of its Class B shares,
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 Class B
shareholders, as set forth herein.  Certain of such payments by the Fund may,
under Rule 12b-1 of the Securities and Exchange Commission, as from time to time
amended (the "Rule"), under the Investment Company Act of 1940, as amended (the
"Act"), be deemed to constitute the financing of distribution by the Fund of its
shares.  This Plan describes all material aspects of such financing as
contemplated by the Rule and shall be administered and interpreted, and
implemented and continued, in a manner consistent with the Rule.  The 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 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 Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below).  Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,

<PAGE>   2


(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantially all of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.

     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
Class B shareholders of the Fund.

ARTICLE III.  MAXIMUM EXPENDITURES

     The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.  In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Trustees from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.

ARTICLE IV.  EXPENSES BORNE BY THE FUND

     Notwithstanding any other provision of this Plan, the Trust, the Fund and
its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear
the respective expenses to be borne by them under the Investment Management
Contract dated December __, 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

<PAGE>   3

should reasonably result in the sale of Class B 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 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 Class B 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 Class B shares.

<PAGE>   4


     (b)  That such agreement shall terminate automatically in the event of
          its assignment.

ARTICLE X.  AMENDMENTS

     This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

ARTICLE XI.  LIMITATION OF LIABILITY

     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 22nd day of December, 1994 in Boston,
Massachusetts.

                            JOHN HANCOCK BOND FUND
                            on behalf of
                            JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST

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

                            JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

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


<PAGE>   1

                                                           Exhibit 99.15B(v)

                       JOHN HANCOCK U.S. GOVERNMENT TRUST
                       a series of John Hancock Bond Fund

                               Distribution Plan

                                 Class B Shares

                               December 22, 1994

ARTICLE I.  THIS PLAN

     This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock U.S.
Government Trust (the "Fund"), on behalf of its Class B shares, 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 Class B shareholders, as set
forth herein. Certain of such payments by the Fund may, under Rule 12b-1 of the
Securities and Exchange Commission, as from time to time amended (the "Rule"),
under the Investment Company Act of 1940, as amended (the "Act"), be deemed to
constitute the financing of distribution by the Fund of its shares.  This Plan
describes all material aspects of such financing as contemplated by the Rule and
shall be administered and interpreted, and implemented and continued, in a
manner consistent with the Rule.  The 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 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 Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below).  Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,

<PAGE>   2


(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantially all of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.

     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
Class B shareholders of the Fund.

ARTICLE III.  MAXIMUM EXPENDITURES

     The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.  In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Trustees from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.

ARTICLE IV.  EXPENSES BORNE BY THE FUND

     Notwithstanding any other provision of this Plan, the Trust, the Fund and
its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear
the respective expenses to be borne by them under the Investment Management
Contract dated December __, 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

<PAGE>   3


should reasonably result in the sale of Class B 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 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 Class B 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 Class B shares.

<PAGE>   4

     (b)  That such agreement shall terminate automatically in the event of
          its assignment.

ARTICLE X.  AMENDMENTS

     This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

ARTICLE XI.  LIMITATION OF LIABILITY

     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 22nd day of December, 1994 in Boston,
Massachusetts.

                            JOHN HANCOCK BOND FUND
                            on behalf of
                            JOHN HANCOCK U.S. GOVERNMENT TRUST

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

                            JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

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



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 
<NAME> JOHN HANCOCK GOVERNMENT SECURITIES TRUST
<SERIES>
   <NUMBER> 1
   <NAME> 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-START>                             APR-01-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                          570,687
<INVESTMENTS-AT-VALUE>                         549,192
<RECEIVABLES>                                   35,037
<ASSETS-OTHER>                                     364
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 584,593
<PAYABLE-FOR-SECURITIES>                        20,670
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       19,693
<TOTAL-LIABILITIES>                             40,363
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       936,378
<SHARES-COMMON-STOCK>                           72,495
<SHARES-COMMON-PRIOR>                           77,511
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (371,450)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (20,698)
<NET-ASSETS>                                   544,230
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               25,876
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   3,552
<NET-INVESTMENT-INCOME>                         22,324
<REALIZED-GAINS-CURRENT>                      (38,543)
<APPREC-INCREASE-CURRENT>                        9,331
<NET-CHANGE-FROM-OPS>                          (6,888)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       22,324
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                               54
<NUMBER-OF-SHARES-SOLD>                         19,227
<NUMBER-OF-SHARES-REDEEMED>                     67,984
<SHARES-REINVESTED>                             10,388
<NET-CHANGE-IN-ASSETS>                        (38,369)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                            247
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            4,328
<INTEREST-EXPENSE>                                 171
<GROSS-EXPENSE>                                  8,067
<AVERAGE-NET-ASSETS>                           578,009
<PER-SHARE-NAV-BEGIN>                             7.89
<PER-SHARE-NII>                                   0.30
<PER-SHARE-GAIN-APPREC>                         (0.38)
<PER-SHARE-DIVIDEND>                            (0.30)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.51
<EXPENSE-RATIO>                                   0.58
<AVG-DEBT-OUTSTANDING>                          10,214
<AVG-DEBT-PER-SHARE>                              0.14
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF THE JOHN HANCOCK INVESTMENT
QUALITY BOND FUND FOR THE SIX MONTHS ENDED SEPTEMBER 1, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
   <NUMBER> 2
   <NAME> CLASS A SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-START>                             APR-01-1994
<PERIOD-END>                               SEP-01-1994
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                          108,718
<INVESTMENTS-AT-VALUE>                         103,565
<RECEIVABLES>                                   12,036
<ASSETS-OTHER>                                      33
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 115,634
<PAYABLE-FOR-SECURITIES>                         4,517
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       16,818
<TOTAL-LIABILITIES>                             21,335
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       116,358
<SHARES-COMMON-STOCK>                           11,483
<SHARES-COMMON-PRIOR>                           11,649
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (17,050)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (5,009)
<NET-ASSETS>                                    94,299
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                3,955
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     681
<NET-INVESTMENT-INCOME>                          3,274
<REALIZED-GAINS-CURRENT>                       (4,986)
<APPREC-INCREASE-CURRENT>                        (332)
<NET-CHANGE-FROM-OPS>                          (2,044)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        3,469
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                              334
<NUMBER-OF-SHARES-SOLD>                          5,893
<NUMBER-OF-SHARES-REDEEMED>                      9,405
<SHARES-REINVESTED>                              2,135
<NET-CHANGE-IN-ASSETS>                          (1,377)
<ACCUMULATED-NII-PRIOR>                             37
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              299
<INTEREST-EXPENSE>                                  16
<GROSS-EXPENSE>                                    681
<AVERAGE-NET-ASSETS>                            97,797
<PER-SHARE-NAV-BEGIN>                             8.72
<PER-SHARE-NII>                                   0.28
<PER-SHARE-GAIN-APPREC>                          (0.46)
<PER-SHARE-DIVIDEND>                             (0.30)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                             (0.03)
<PER-SHARE-NAV-END>                               8.21
<EXPENSE-RATIO>                                    .65
<AVG-DEBT-OUTSTANDING>                             885
<AVG-DEBT-PER-SHARE>                               .08
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF THE JOHN HANCOCK INVESTMENT
QUALITY BOND FUND FOR THE SIX MONTHS ENDED SEPTEMBER 1, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
   <NUMBER> 3
   <NAME> CLASS B SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-START>                             APR-01-1994
<PERIOD-END>                               SEP-01-1994
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                          108,718
<INVESTMENTS-AT-VALUE>                         103,565
<RECEIVABLES>                                   12,036
<ASSETS-OTHER>                                      33
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 115,634
<PAYABLE-FOR-SECURITIES>                         4,517
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       16,818
<TOTAL-LIABILITIES>                             21,335
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       116,358
<SHARES-COMMON-STOCK>                           11,483
<SHARES-COMMON-PRIOR>                           11,649
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (17,050)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (5,009)
<NET-ASSETS>                                    94,299
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                3,955
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     681
<NET-INVESTMENT-INCOME>                          3,274
<REALIZED-GAINS-CURRENT>                       (4,986)
<APPREC-INCREASE-CURRENT>                        (332)
<NET-CHANGE-FROM-OPS>                          (2,044)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        3,469
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                              334
<NUMBER-OF-SHARES-SOLD>                          5,893
<NUMBER-OF-SHARES-REDEEMED>                      9,405
<SHARES-REINVESTED>                              2,135
<NET-CHANGE-IN-ASSETS>                          (1,377)
<ACCUMULATED-NII-PRIOR>                             37
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              299
<INTEREST-EXPENSE>                                  16
<GROSS-EXPENSE>                                    681
<AVERAGE-NET-ASSETS>                            97,797
<PER-SHARE-NAV-BEGIN>                             8.72
<PER-SHARE-NII>                                   0.26
<PER-SHARE-GAIN-APPREC>                          (0.46)
<PER-SHARE-DIVIDEND>                             (0.28)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                            (0.02)
<PER-SHARE-NAV-END>                               8.22
<EXPENSE-RATIO>                                   1.02
<AVG-DEBT-OUTSTANDING>                             885
<AVG-DEBT-PER-SHARE>                               .08
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
this schedule contains summary financial information EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK U.S. GOVERNMENT
TRUST FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
   <NUMBER> 4
   <NAME> JOHN HANCOCK GOVERNMENT TRUST
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-START>                             APR-01-1994
<PERIOD-END>                               SEP-30-1994
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                           23,514
<INVESTMENTS-AT-VALUE>                          23,119
<RECEIVABLES>                                      490
<ASSETS-OTHER>                                      77
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  23,686
<PAYABLE-FOR-SECURITIES>                         2,067
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          252
<TOTAL-LIABILITIES>                              2,319
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        75,269
<SHARES-COMMON-STOCK>                            2,809
<SHARES-COMMON-PRIOR>                            2,974
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (53,507)
<OVERDISTRIBUTION-GAINS>                         (395)
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    21,367
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  983
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     181
<NET-INVESTMENT-INCOME>                            802
<REALIZED-GAINS-CURRENT>                       (2,188)
<APPREC-INCREASE-CURRENT>                        1,138
<NET-CHANGE-FROM-OPS>                            (248)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          802
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                               40
<NUMBER-OF-SHARES-SOLD>                          1,686
<NUMBER-OF-SHARES-REDEEMED>                      3,224
<SHARES-REINVESTED>                                255
<NET-CHANGE-IN-ASSETS>                         (1,283)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                             11
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               72
<INTEREST-EXPENSE>                                  14
<GROSS-EXPENSE>                                    181
<AVERAGE-NET-ASSETS>                            22,132
<PER-SHARE-NAV-BEGIN>                             7.98
<PER-SHARE-NII>                                   0.28
<PER-SHARE-GAIN-APPREC>                         (0.36)
<PER-SHARE-DIVIDEND>                            (0.28)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                            (0.01)
<PER-SHARE-NAV-END>                               7.61
<EXPENSE-RATIO>                                   0.76
<AVG-DEBT-OUTSTANDING>                             739
<AVG-DEBT-PER-SHARE>                              0.26
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK INTERMEDIATE
GOVERNMENT TRUST FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
   <NUMBER> 5
   <NAME> JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   
<FISCAL-YEAR-END>                          
<PERIOD-START>                             
<PERIOD-END>                               
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                            9,410
<INVESTMENTS-AT-VALUE>                           9,054
<RECEIVABLES>                                      187
<ASSETS-OTHER>                                      15
<OTHER-ITEMS-ASSETS>                                 3
<TOTAL-ASSETS>                                   9,259
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           18
<TOTAL-LIABILITIES>                                 18
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        10,217
<SHARES-COMMON-STOCK>                              997
<SHARES-COMMON-PRIOR>                            1,006
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (620)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (356)
<NET-ASSETS>                                     9,241
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  386
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      64
<NET-INVESTMENT-INCOME>                            322
<REALIZED-GAINS-CURRENT>                         (505)
<APPREC-INCREASE-CURRENT>                           78
<NET-CHANGE-FROM-OPS>                            (105)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (323)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          1,279
<NUMBER-OF-SHARES-REDEEMED>                      1,559
<SHARES-REINVESTED>                                209
<NET-CHANGE-IN-ASSETS>                            (71)
<ACCUMULATED-NII-PRIOR>                             34
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               24
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     83
<AVERAGE-NET-ASSETS>                             9,757
<PER-SHARE-NAV-BEGIN>                             9.68
<PER-SHARE-NII>                                   0.31
<PER-SHARE-GAIN-APPREC>                         (0.41)
<PER-SHARE-DIVIDEND>                            (0.31)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.27
<EXPENSE-RATIO>                                   0.84
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK ADJUSTABLE U.S.
GOVERNMENT TRUST FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
   <NUMBER> 6
   <NAME> CLASS A SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-START>                             APR-01-1994
<PERIOD-END>                               SEP-30-1994
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                           29,643
<INVESTMENTS-AT-VALUE>                          28,922
<RECEIVABLES>                                      112
<ASSETS-OTHER>                                      22
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  29,056
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           57
<TOTAL-LIABILITIES>                                 57
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        30,215
<SHARES-COMMON-STOCK>                            2,979
<SHARES-COMMON-PRIOR>                            3,633
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (495)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (721)
<NET-ASSETS>                                    28,999
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                     701
<EXPENSES-NET>                                      78
<NET-INVESTMENT-INCOME>                            623
<REALIZED-GAINS-CURRENT>                         (228)
<APPREC-INCREASE-CURRENT>                        (263)
<NET-CHANGE-FROM-OPS>                              132
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          626
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                               14
<NUMBER-OF-SHARES-SOLD>                          3,941
<NUMBER-OF-SHARES-REDEEMED>                     10,771
<SHARES-REINVESTED>                                401
<NET-CHANGE-IN-ASSETS>                          (6,429)
<ACCUMULATED-NII-PRIOR>                              4
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    114
<AVERAGE-NET-ASSETS>                            31,535
<PER-SHARE-NAV-BEGIN>                             9.89
<PER-SHARE-NII>                                   0.21
<PER-SHARE-GAIN-APPREC>                          (0.16)
<PER-SHARE-DIVIDEND>                             (0.21)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.73
<EXPENSE-RATIO>                                   0.59
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK ADJUSTABLE U.S.
GOVERNMENT TRUST FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
   <NUMBER> 7
   <NAME> CLASS B SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-START>                             APR-01-1994
<PERIOD-END>                               SEP-30-1994
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                           29,643
<INVESTMENTS-AT-VALUE>                          28,922
<RECEIVABLES>                                      112
<ASSETS-OTHER>                                      22
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  29,056
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           57
<TOTAL-LIABILITIES>                                 57
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        30,215
<SHARES-COMMON-STOCK>                            2,979
<SHARES-COMMON-PRIOR>                            3,633
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (495)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (721)
<NET-ASSETS>                                    28,999
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                     701
<EXPENSES-NET>                                      78
<NET-INVESTMENT-INCOME>                            623
<REALIZED-GAINS-CURRENT>                         (228)
<APPREC-INCREASE-CURRENT>                        (263)
<NET-CHANGE-FROM-OPS>                              132
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          626
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                               14
<NUMBER-OF-SHARES-SOLD>                          3,941
<NUMBER-OF-SHARES-REDEEMED>                     10,771
<SHARES-REINVESTED>                                401
<NET-CHANGE-IN-ASSETS>                          (6,429)
<ACCUMULATED-NII-PRIOR>                              4
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    114
<AVERAGE-NET-ASSETS>                            31,535
<PER-SHARE-NAV-BEGIN>                             9.89
<PER-SHARE-NII>                                   0.17
<PER-SHARE-GAIN-APPREC>                          (0.15)
<PER-SHARE-DIVIDEND>                             (0.18)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.73
<EXPENSE-RATIO>                                   0.92
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK ADJUSTABLE U.S.
GOVERNMENT FUND FOR THE SIX MONTHS ENDED SEPTEMBER 1, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
   <NUMBER> 8
   <NAME> ADJUSTABLE U.S. GOVERNMENT FUND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-START>                             APR-01-1994
<PERIOD-END>                               SEP-30-1994
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                           29,089
<INVESTMENTS-AT-VALUE>                          28,518
<RECEIVABLES>                                    5,581
<ASSETS-OTHER>                                       7
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  34,106
<PAYABLE-FOR-SECURITIES>                         5,061
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          138
<TOTAL-LIABILITIES>                              5,199
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        30,131
<SHARES-COMMON-STOCK>                            2,969
<SHARES-COMMON-PRIOR>                            3,623
<ACCUMULATED-NII-CURRENT>                            9
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (662)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (571)
<NET-ASSETS>                                    28,907
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  793
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      79
<NET-INVESTMENT-INCOME>                            714
<REALIZED-GAINS-CURRENT>                         (392)
<APPREC-INCREASE-CURRENT>                        (121)
<NET-CHANGE-FROM-OPS>                              201
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          701
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          4,282
<NUMBER-OF-SHARES-REDEEMED>                     10,697
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         (6,415)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              4
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               63
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    112
<AVERAGE-NET-ASSETS>                            31,510
<PER-SHARE-NAV-BEGIN>                             9.89
<PER-SHARE-NII>                                   0.22
<PER-SHARE-GAIN-APPREC>                         (0.16)
<PER-SHARE-DIVIDEND>                            (0.22)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.73
<EXPENSE-RATIO>                                   0.35
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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