HANCOCK JOHN TECHNOLOGY SERIES INC, 497, 1995-06-20

HANCOCK JOHN TECHNOLOGY SERIES INC
497, 1995-06-20

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<PAGE> 1

John Hancock Funds Letterhead

June 15, 1995

Dear Fellow National Aviation & Technology Fund Shareholder:

In April I wrote to advise you that your Fund's Directors propose
a merger of the National Aviation & Technology Fund into the John
Hancock Global Technology Fund. As I suggested then, the dynamic
and growing industry that presented itself to the Fund's founders
in 1928 is far different in the 1990s. In recent years, the
aviation industry has been subject to massive consolidation,
resulting in limited investment opportunities and lackluster
performance. To avoid the volatility of this market segment, the
portfolio managers have already invested in technology stocks as
much as the Fund's investment policy has allowed.

We believe that this merger will benefit you in two ways:

1. INCREASED INVESTMENT FLEXIBILITY. The Global
Technology Fund was created to offer investors the
potential for long-term capital growth through investments
in equity securities of companies that rely extensively on
technology in their product development or operations.
This investment objective is similar to that of the
National Aviation & Technology Fund, yet it allows for more
diversification within the technology industry.

2. LOWER FUND EXPENSES. Your Directors firmly believe
that combining these two funds may benefit shareholders by
allowing the Fund to capitalize on expected economies of
scale in investment research, operations and other
important areas. By creating a larger combined fund, the
reorganization should lead to reduced expenses and,
ultimately, lower costs for you.

YOUR VOTE IS IMPORTANT!

At a special meeting of shareholders to be held on July 28, 1995
at 9:00 A.M., you will be asked to approve the merger of the
National Aviation & Technology Fund into the Global
Technology Fund. Your Board of Directors has unanimously approved
the merger.

We urge you to consider this proposal and to vote by completing,
signing and returning the enclosed proxy ballot form to us
immediately. Your prompt response will help avoid the
necessity for additional mailings at the Fund's expense. For
your convenience, we have provided a postage-paid envelope.

If you have questions, please call your Customer Service
Representative at 1-800-225-5291, Monday through Friday between
8:00 A.M. and 8:00 P.M. Eastern time.

Sincerely,

Edward J. Boudreau, Jr.
Chairman and CEO

Enclosure

<PAGE> 2

JOHN HANCOCK
NATIONAL AVIATION & TECHNOLOGY FUND
A SERIES OF
JOHN HANCOCK TECHNOLOGY SERIES, INC.
101 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 28, 1995

Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of John Hancock National Aviation & Technology Fund ("Aviation
Fund"), a series of John Hancock Technology Series, Inc., a Maryland
corporation, will be held at 101 Huntington Avenue, Boston, Massachusetts 02199
on Friday, July 28, 1995 at 9:00 a.m., Boston time, and at any adjournment
thereof, for the following purposes:

1. To consider and act upon a proposal to approve an Agreement and Plan of
Reorganization (the "Reorganization Agreement") between John Hancock
Technology Series, Inc., on behalf of Aviation Fund, and John Hancock
Technology Series, Inc., on behalf of John Hancock Global Technology Fund
("Global Technology Fund"), providing for the acquisition by Global
Technology Fund of all of the assets of Aviation Fund in exchange solely for
the assumption of Aviation Fund's liabilities by Global Technology Fund and
the issuance of Class A and Class B shares of Global Technology Fund to
Aviation Fund for distribution to its Class A and Class B shareholders; and

2. To consider and act upon such other matters as may properly come before the
Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on June 5, 1995 as
the record date for determination of shareholders who are entitled to notice of
and to vote at the Meeting and any adjournment thereof.

If you cannot attend the Meeting in person, please complete, date and sign
the enclosed proxy and return it to John Hancock Investor Services Corporation,
101 Huntington Avenue, Boston, Massachusetts 02199 in the enclosed envelope. It
is important that you exercise your right to vote. THE ENCLOSED PROXY IS BEING
SOLICITED BY THE BOARD OF DIRECTORS OF JOHN HANCOCK TECHNOLOGY SERIES, INC.

By order of the Board of Directors,

THOMAS H. DROHAN, Secretary
Boston, Massachusetts

June 14, 1995

850PX 6/95
<PAGE> 3

JOHN HANCOCK
NATIONAL AVIATION & TECHNOLOGY FUND
A SERIES OF
JOHN HANCOCK TECHNOLOGY SERIES, INC.
PROXY STATEMENT

JOHN HANCOCK GLOBAL TECHNOLOGY FUND
A SERIES OF
JOHN HANCOCK TECHNOLOGY SERIES, INC.

PROSPECTUS

This Proxy Statement and Prospectus sets forth the information you should
know before voting on the proposed reorganization of John Hancock National
Aviation & Technology Fund ("Aviation Fund") into John Hancock Global Technology
Fund ("Global Technology Fund"). Aviation Fund and Global Technology Fund are
both series of John Hancock Technology Series, Inc. ("Technology Series").

This Proxy Statement and Prospectus relates to Class A and Class B shares
of Global Technology Fund's common stock, $0.20 par value per share
(collectively, the "Global Technology Fund Shares"), which will be issued in
exchange for all of Aviation Fund's assets. In exchange for these assets, Global
Technology Fund will also assume all of the liabilities of Aviation Fund. Global
Technology Fund Class A Shares issued to Aviation Fund for distribution to
Aviation Fund's Class A shareholders will have an aggregate net asset value
equal to the aggregate value of the assets attributable to Aviation Fund's Class
A shares, less the liabilities attributable to Aviation Fund's Class A shares.
Global Technology Fund Class B Shares issued to Aviation Fund for distribution
to Aviation Fund's Class B shareholders will have an aggregate net asset value
equal to the aggregate value of the assets attributable to Aviation Fund's Class
B shares, less the liabilities attributable to Aviation Fund's Class B shares.
The asset values of Aviation Fund and Global Technology Fund will be determined
at the close of business (4:00 p.m. Eastern Time) on the Closing Date (as
defined below) for purposes of the proposed reorganization.

Following the receipt of Global Technology Fund Shares (1) Aviation Fund
will be liquidated, (2) the Global Technology Fund Shares will be distributed to
Aviation Fund's shareholders pro rata in exchange for their shares of Aviation
Fund and (3) Aviation Fund will be terminated. Consequently, Class A Aviation
Fund shareholders will become Class A shareholders of Global Technology Fund,
and Class B Aviation Fund shareholders will become Class B shareholders of
Global Technology Fund. These transactions are collectively referred to in this
Proxy Statement and Prospectus as the "Reorganization."

1
<PAGE> 4

The Reorganization is being structured as a tax-free reorganization so
that, in the opinion of tax counsel, for federal income tax purposes no gain or
loss will be recognized by Global Technology Fund, Aviation Fund or the
shareholders of Aviation Fund. The terms and conditions of this transaction are
more fully described in this Proxy Statement and Prospectus, and in the Form of
Agreement and Plan of Reorganization that is attached as EXHIBIT A.

Global Technology Fund is a diversified series of Technology Series, an
open-end management investment company organized as a Maryland corporation on
January 5, 1990. Global Technology Fund seeks long-term capital growth by
investing principally in equity securities of companies that rely extensively on
technology in their product development or operations. Income is Global
Technology Fund's secondary objective.

The principal place of business of Technology Series is at 101 Huntington
Avenue, Boston, Massachusetts 02199. Its toll-free telephone number is
1-800-225-5291.

Please read this Proxy Statement and Prospectus carefully and retain it for
future reference. This Proxy Statement and Prospectus is accompanied by the
Prospectus of Global Technology Fund for Class A and Class B shares dated May 1,
1995 (EXHIBIT B). The Prospectus of Aviation Fund for Class A and Class B shares
dated May 1, 1995 is incorporated herein by reference and is available, upon
oral or written request and at no charge, from Technology Series.

A Statement of Additional Information dated June 2, 1995 relating to this
Proxy Statement and Prospectus, and containing additional information about each
of Global Technology Fund and Aviation Fund, including historical financial
statements, is on file with the Securities and Exchange Commission ("SEC"). It
is available, upon oral or written request and at no charge, from Technology
Series. The Statement of Additional Information is incorporated by reference
into this Prospectus.

SHARES OF GLOBAL TECHNOLOGY FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER DEPOSITORY INSTITUTION, AND THE
SHARES OF GLOBAL TECHNOLOGY FUND 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.

The date of this Proxy Statement and Prospectus is June 2, 1995.

2
<PAGE> 5
<TABLE>

TABLE OF CONTENTS

PAGE
----
<S> <C>
INTRODUCTION................................................ 1
SUMMARY..................................................... 2
RISK FACTORS AND SPECIAL CONSIDERATIONS..................... 12
INFORMATION CONCERNING THE MEETING.......................... 13
PROPOSAL TO APPROVE AGREEMENT AND PLAN OF REORGANIZATION.... 15
CAPITALIZATION.............................................. 23
COMPARATIVE PERFORMANCE INFORMATION......................... 24
BUSINESS OF GLOBAL TECHNOLOGY FUND.......................... 26
General................................................ 26
Investment Objective and Policies...................... 26
Portfolio Management................................... 26
Directors.............................................. 26
Investment Adviser, Subadviser and Distributor......... 26
Expenses............................................... 26
Custodian and Transfer Agent........................... 26
Global Technology Fund Shares.......................... 27
Purchase of Global Technology Fund Shares.............. 27
Redemption of Global Technology Fund Shares............ 27
Dividends, Distributions and Taxes..................... 27
BUSINESS OF AVIATION FUND................................... 27
General................................................ 27
Investment Objective and Policies...................... 27
Portfolio Management................................... 27
Directors.............................................. 28
Investment Adviser, Subadviser and Distributor......... 28
Expenses............................................... 28
Custodian and Transfer Agent........................... 28
Aviation Fund Shares................................... 28
Purchase of Aviation Fund Shares....................... 28
Redemption of Aviation Fund Shares..................... 28
Dividends, Distributions and Taxes..................... 28
EXPERTS..................................................... 29
AVAILABLE INFORMATION....................................... 29

</TABLE>

i
<PAGE> 6
<TABLE>
EXHIBITS

<S> <C> <C>
A -- Form of Agreement and Plan of Reorganization by and between
John Hancock Technology Series, Inc., on behalf of John
Hancock National Aviation & Technology Fund, and John
Hancock Technology Series, Inc., on behalf of John Hancock
Global Technology Fund (attached hereto).

B -- Prospectus of John Hancock Global Technology Fund for Class
A and Class B shares, dated May 1, 1995 (attached hereto).
C -- Annual Report to Shareholders of John Hancock Global
Technology Fund, dated December 31, 1994 (included
herewith).

</TABLE>

ii
<PAGE> 7

PROXY STATEMENT AND PROSPECTUS
FOR SPECIAL MEETING OF SHAREHOLDERS OF
JOHN HANCOCK NATIONAL AVIATION & TECHNOLOGY FUND
TO BE HELD ON JULY 28, 1995

INTRODUCTION

This Proxy Statement and Prospectus is furnished in connection with the
solicitation of proxies by the Board of Directors of Technology Series (the
"Board of Directors"). The proxies will be voted at the Special Meeting of
Shareholders (the "Meeting") of Aviation Fund to be held at 101 Huntington
Avenue, Boston, Massachusetts 02199 on Friday, July 28, 1995 at 9:00 a.m.,
Boston time, and at any adjournment or adjournments of the Meeting. The purposes
of the Meeting are set forth in the accompanying Notice of Special Meeting of
Shareholders.

This Proxy Statement and Prospectus incorporates by reference the
prospectus of Aviation Fund for Class A and Class B shares, dated May 1, 1995
(the "Aviation Fund Prospectus"), and includes the prospectus of Global
Technology Fund for Class A and Class B shares, dated May 1, 1995 (the "Global
Technology Fund Prospectus"). The Annual Report to Shareholders of Global
Technology Fund, dated December 31, 1994, is included with this Proxy Statement
and Prospectus. These materials will be mailed to shareholders of Aviation Fund
on or after June 14, 1995. Aviation Fund's Annual Report to Shareholders was
previously sent to shareholders on or about February 28, 1995.

As of June 5, 1995 (the "Record Date"), 7,253,537.78 shares of common stock
of Aviation Fund were outstanding.

All properly executed proxies received by management prior to the Meeting,
unless revoked, will be voted at the Meeting in accordance with the instructions
on the proxies. If no instructions are given, shares of Aviation Fund
represented by proxies will be voted FOR the proposal (the "Proposal") to
approve the Agreement and Plan of Reorganization (the "Agreement") between
Technology Series, on behalf of Aviation Fund, and Technology Series, on behalf
of Global Technology Fund.

The Board of Directors knows of no business other than that mentioned in
the immediately preceding paragraph that will be presented for consideration at
the Meeting. If other business is properly brought before the Meeting, proxies
will be voted according to the best judgment of the persons named as proxies.

In addition to the mailing of these proxy materials, proxies may be
personally solicited by Directors, officers and employees of Aviation Fund, by
personnel of Aviation Fund's investment adviser and subadviser, John

1
<PAGE> 8

Hancock Advisers, Inc. and American Fund Advisors, Inc., respectively, Aviation
Fund's transfer agent, John Hancock Investor Services Corporation ("Investor
Services"), by broker-dealer firms or by a professional solicitation
organization in person or by telephone. Aviation Fund and Global Technology Fund
(each, a "Fund" and collectively, the "Funds") will each bear its own fees and
expenses in connection with the Reorganization discussed in this Proxy Statement
and Prospectus.

The information concerning Global Technology Fund in this Proxy Statement
and Prospectus has been supplied by Global Technology Fund, and the information
regarding Aviation Fund in this Proxy Statement and Prospectus has been supplied
by Aviation Fund.

SUMMARY

The following is a summary of certain information contained elsewhere in
this Proxy Statement and Prospectus. The summary is qualified by reference to
the more complete information contained in this Proxy Statement and Prospectus,
and in the Exhibits attached hereto and included with this document. Please read
this entire Proxy Statement and Prospectus carefully.

REASONS FOR THE PROPOSED REORGANIZATION
The Board of Directors has determined that the proposed reorganization is
in the best interests of Aviation Fund and its shareholders. In making this
determination, the Directors considered several relevant factors, including (1)
the likelihood that the reorganization will result in improved economies of
scale and a corresponding decrease in the expenses currently borne by Aviation
Fund's shareholders and (2) the fact that combining the Funds' assets into a
single portfolio will enable Global Technology Fund to achieve greater
diversification. The Board of Directors believes that the Global Technology Fund
Shares received in the Reorganization will provide existing Aviation Fund
shareholders with substantially the same investment advantages that they
currently enjoy at a comparable level of risk. For a more detailed discussion of
the reasons for the proposed reorganization, see "Proposal to Approve the
Agreement and Plan of Reorganization--Reasons For The Proposed Reorganization."

THE FUNDS' EXPENSES

Both Funds and their shareholders are subject to various fees and expenses.
The two tables set forth below show the estimated operating expenses of Class A
and Class B shares of the Funds. These expenses are

2
<PAGE> 9

based on fees and expenses incurred during the Funds' most recently completed
fiscal years, adjusted to reflect current fees and expenses.

<TABLE>

Aviation Fund

<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)
Management Fee (after fee reduction)*............ 0.85% 0.85%
12b-1 Fee........................................ 0.30% 1.00%
Other Expenses................................... 0.78% 0.67%
----- -----
TOTAL FUND OPERATING EXPENSES*.............. 1.93% 2.52%
===== =====
<FN>
- ---------------

* Expenses shown reflect the current agreement of John Hancock Advisers, Inc.
(the "Adviser") not to impose a portion of Aviation Fund's management fee. If
this agreement were not in place, Aviation Fund's management fee would be
1.00%, and total operating expenses for Class A and Class B shares would be
2.08% and 2.67%, respectively.
</TABLE>

<TABLE>

Global Technology Fund

<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)
Management Fee (after fee reduction)*............ 0.85% 0.85%
12b-1 Fee........................................ 0.30% 1.00%
Other Expenses................................... 1.05% 0.87%
----- -----
TOTAL FUND OPERATING EXPENSES*.............. 2.20% 2.72%
===== =====
<FN>
- ---------------

* Expenses shown reflect the Adviser's current agreement not to impose a portion
of Global Technology Fund's management fee. If this agreement were not in
place, Global Technology Fund's management fee would be 1.00%, and total
operating expenses for Class A and Class B shares would be 2.35% and 2.87%,
respectively.

</TABLE>

The table set forth below shows the pro forma estimated operating expenses
of Class A and Class B shares of Global Technology Fund, which assume that the
proposed Reorganization took place on December 31, 1994. These expenses are
based on fees and expenses incurred during the Fund's

3
<PAGE> 10

most recently completed fiscal years, adjusted to reflect current fees and
expenses.

<TABLE>

Global Technology Fund (Pro Forma)

<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)
Management Fee (after fee reduction)*............ 0.84% 0.84%
12b-1 Fee........................................ 0.30% 1.00%
Other Expenses................................... 0.75% 0.65%
----- -----
TOTAL FUND OPERATING EXPENSES*.............. 1.89% 2.49%
==== ====
<FN>
- ---------------

* Expenses shown reflect the Adviser's current agreement not to impose a portion
of Global Technology Fund's management fee. If this agreement were not in
place, Global Technology Fund's pro forma management fee would be 0.96%, and
pro forma total operating expenses for Class A and Class B shares would be
2.01% and 2.61%, respectively.

</TABLE>

If the proposed Reorganization is consummated, the actual total operating
expenses of Class A and Class B shares of Global Technology Fund may vary from
the pro forma operating expenses indicated above due to changes in the net asset
value of Aviation Fund and/or Global Technology Fund between December 31, 1994
and the Closing Date (as defined below).

BUSINESS OF JOHN HANCOCK NATIONAL AVIATION & TECHNOLOGY FUND
John Hancock Advisers, Inc. (the "Adviser") acts as investment adviser to
both Aviation Fund and Global Technology Fund. American Fund Advisors, Inc. (the
"Subadviser") acts as investment subadviser to both Aviation Fund and Global
Technology Fund.

Aviation Fund is a non-diversified series of Technology Series, an open-end
management investment company organized as a Maryland corporation in 1990.
Aviation Fund's predecessor was formed in 1928. As of December 31, 1994,
Aviation Fund's net assets were $55,324,635. Barry J. Gordon, Chairman and
President, and Marc H. Klee, Senior Vice President, of the Subadviser, are
portfolio co-managers for Aviation Fund and will continue in this capacity until
the Reorganization. Messrs. Gordon and Klee also are portfolio co-managers for
Global Technology Fund and, after the Reorganization, will continue in this
capacity.

For a description of the business experience of Messrs. Gordon and Klee,
see "Business of Global Technology Fund."

4
<PAGE> 11
BUSINESS OF JOHN HANCOCK GLOBAL TECHNOLOGY FUND
Global Technology Fund is a diversified series of Technology Series. Global
Technology Fund's predecessor was formed in 1983. As of December 31, 1994,
Global Technology Fund's net assets were $61,517,302. As noted above, Messrs.
Gordon and Klee are Global Technology Fund's portfolio co-managers and will
continue in this capacity following the Reorganization.

COMPARISON OF THE INVESTMENT OBJECTIVES AND POLICIES OF JOHN HANCOCK
NATIONAL AVIATION & TECHNOLOGY FUND AND JOHN HANCOCK GLOBAL
TECHNOLOGY FUND
The primary investment objective of Aviation Fund is long-term growth of
capital principally through investments in companies in the aviation and related
industries and companies that utilize technology extensively in their product
development or operations.

The primary investment objective of Global Technology Fund is long-term
capital growth through investments principally in equity securities of companies
that rely extensively on technology in their product development or operations.

Income is a secondary objective of both Funds.

Both Funds' investment objectives are designated as fundamental policies
and therefore cannot be changed without shareholder approval.

In considering whether to approve the Reorganization, you should consider
the differences between the two Funds' investment objectives and policies, as
well as the relative advantages and disadvantages of Aviation Fund's focus on
the aviation and related industries. Global Technology Fund, because it is not
required to be invested in these industries, may not benefit if economic and
market developments favorably affect the aviation and related industries.

Under normal market conditions, at least 80% of Aviation Fund's total
assets are invested in the aviation and technology-oriented industries noted
above. It is also intended that at least 25% of Aviation Fund's total assets be
concentrated in the aviation industry and in industries connected with, serving
and/or supplying the aviation industry.

Under normal market conditions, at least 65% of Global Technology Fund's
total assets are invested in the equity securities of companies that rely
extensively on technology in their product development or operations. In
addition, Global Technology Fund normally invests at least 65% of its net assets
in securities of issuers in at least three countries, which may include the
United States.

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<PAGE> 12
Both Funds' portfolios are principally comprised of common stocks and
securities convertible into common stocks, including convertible bonds,
convertible preferred stocks and warrants.

Both Funds may invest in securities of foreign issuers. Global Technology
Fund may invest without limitation in securities of foreign issuers, but no more
than 25% of the Fund's net assets may be invested in any one foreign country.
Aviation Fund may only invest up to 25% of its total assets in securities of
foreign issuers. Both Funds may hold a portion of their respective assets in
foreign currencies and may enter into forward foreign currency exchange
contracts to protect against changes in foreign currency exchange rates.

Consistent with their investment objectives, both Funds may invest up to
10% of their respective net assets in fixed income securities of public and
private issuers. These securities include convertible and non-convertible bonds
and debentures, zero coupon bonds, payment-in-kind securities, increasing rate
note securities, participation interests, stripped debt securities and other
derivative debt securities. Both Funds invest only in fixed income securities
that, at the time of investment, are rated CC or higher by Standard & Poor's
Ratings Group or Ca or higher by Moody's Investors Service, Inc. or their
equivalent, and unrated fixed income securities of comparable quality as
determined by the Adviser.

Both Funds may sell (write) covered call options with respect to their
portfolio securities. Aviation Fund may sell such options only if they are
issued by the Options Clearing Corporation, while Global Technology Fund may
sell these options only if they are listed on a national securities exchange.
The aggregate value (determined on date options are sold) of the portfolio
securities underlying the call options that Aviation Fund sells may not exceed
25% of Aviation Fund's net assets, while the aggregate value (determined on date
options are sold) of the portfolio securities underlying the call options Global
Technology Fund sells may not exceed 5% of Global Technology Fund's net assets.

Both Funds may enter into repurchase agreements with selected dealers or
banks or other recognized financial institutions with respect to bank
obligations, prime commercial paper and securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities.

Both Funds may invest in illiquid and restricted securities to a limited
extent. Aviation Fund's combined investments in illiquid securities, restricted
securities and securities of foreign issuers which are not listed on a
recognized domestic or foreign securities exchange may not exceed 10% of its net
assets. Global Technology Fund's combined investments in illiquid securities and
restricted securities may not exceed 15% of its net assets. In addition, Global

6
<PAGE> 13

Technology Fund's investments in restricted securities may not exceed 5% of its
net assets.

FORM OF ORGANIZATION
Aviation Fund and Global Technology Fund are the only two series of
Technology Series, a Maryland corporation. Each Fund has authorized and
outstanding two classes of shares: Class A shares and Class B shares.

Each share of a Fund represents an equal proportionate interest in the
assets belonging to that Fund, and liabilities attributable to one Fund are not
charged against the assets of the other Fund. Shares of each Fund are voted
separately with respect to matters pertaining to that Fund, but all shares vote
together for the election of Directors and the ratification of independent
accountants. The shares of a Fund represent an interest in the same portfolio of
investments of that Fund. Each class of each Fund has equal rights as to voting,
redemption, dividends and liquidation, but each class bears different
distribution and transfer agent fees and may bear other expenses properly
attributable to the particular class. Class A and Class B shareholders of each
Fund have exclusive voting rights with regard to the Rule 12b-1 distribution
plan covering their shares.

Class A shares of each Fund are offered with a front-end sales charge and a
Rule 12b-1 fee of 0.30% of the average daily net assets attributable to these
shares, of which up to 0.25% of these average daily net assets is for service
expenses and the remainder is for distribution services. Class B shares are
offered with a contingent deferred sales charge ("CDSC") payable upon redemption
of these shares. The Rule 12b-1 fee for Class B shares is 1.00% of the average
daily net assets attributable to these shares, of which up to 0.25% of these
average daily net assets is for service expenses and the remainder is for
distribution services.

As part of the Reorganization, Class A shares of Global Technology Fund
will be issued to Aviation Fund and then distributed to Aviation Fund's Class A
shareholders. Similarly, Class B shares of Global Technology Fund will be issued
to Aviation Fund and then distributed to Aviation Fund's Class B shareholders.

SALES CHARGES AND DISTRIBUTION AND SERVICE FEES

With respect to their Class A shares only, both Funds impose an initial
sales charge at rates ranging from 5.00% to 0.00% of the amount invested
depending on the size of the purchase, the size of the purchaser's existing
investment, if any, at the time of the purchase, and the participation of the
shareholder in special purchase plans or arrangements to purchase additional
shares. A CDSC of up to 1.00% is imposed on certain redemptions within one year
of purchase of Class A shares purchased without an initial sales charge.

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<PAGE> 14
In the case of both Funds, an initial sales charge does not apply to shares
acquired through the reinvestment of dividends from net investment income or
capital gain distributions. Investors who become shareholders of Global
Technology Fund as a result of the Reorganization and who held shares of
Aviation Fund's predecessor prior to May 1, 1984 will be permitted to purchase
additional shares of Global Technology Fund without paying a sales charge,
provided that the purchasing shareholder: (1) held shares of the Funds and
Aviation Fund's predecessor continuously from April 30, 1984 to the date of the
additional purchase and (2) represents that the additional shares are being
purchased for investment purposes and not with a view to distribution.

Class A shares of Global Technology Fund acquired by Aviation Fund's Class
A shareholders pursuant to the Reorganization will not be subject to any initial
sales charge or CDSC, but the CDSC imposed upon certain redemptions within one
year of purchase (referred to above) will continue to apply to the Class A
shares of Global Technology Fund issued in the Reorganization. The holding
period for determining the application of this CDSC will be calculated from the
date the Aviation Fund Class A shares were issued.

<TABLE>
With respect to their Class B shares only, Global Technology Fund and
Aviation Fund do not impose an initial sales charge. However, Class B shares
redeemed within six years of purchase will be subject to a CDSC at the rates set
forth below. This CDSC 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, Class B shareholders will not be assessed a CDSC on
increases in account value above the initial purchase price, including shares
derived from reinvested dividends. The amount of the CDSC, if any, will vary
depending on the number of years from the time the Class B shares were purchased
until the time they are redeemed, as follows:

<CAPTION>
THE CONTINGENT
DEFERRED SALES
YEAR IN CHARGE AS A
WHICH CLASS B PERCENTAGE OF
SHARES REDEEMED DOLLAR AMOUNT
FOLLOWING PURCHASE 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>

Class B shares of Global Technology Fund acquired by Aviation Fund's Class
B shareholders pursuant to the Reorganization will not be subject to any

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<PAGE> 15
CDSC at the time of the exchange, but will remain subject to any CDSC applicable
upon redemption of these shares. For purposes of computing the CDSC payable upon
redemption of Class B shares of Global Technology Fund acquired by Aviation
Fund's Class B shareholders pursuant to the Reorganization and the automatic
conversion of Class B shares into Class A shares, the holding period of the
Aviation Fund Class B shares will be added to that of the Global Technology Fund
Class B shares acquired in the Reorganization.

Both Funds have adopted distribution plans pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Investment Company Act"). Under
these plans, each Fund may pay fees to John Hancock Funds, Inc. ("John Hancock
Funds") to reimburse distribution and service expenses in connection with Class
A shares. These fees are payable at an annual rate of up to 0.30% of a Fund's
average daily net assets attributable to its Class A shares, of which up to
0.25% may be for service expenses and the remainder will be for distribution
services. In addition, under the plans, each Fund may pay fees to John Hancock
Funds to reimburse distribution and service expenses in connection with Class B
shares. These fees are payable at an annual rate of 1.00% of the Fund's average
daily net assets attributable to its Class B shares, of which up to 0.25% may be
for service expenses and the remainder will be for distribution services. With
respect to Class B shares only, if John Hancock Funds is not fully reimbursed
for payments made or expenses incurred in any fiscal year, it is entitled to
carry forward these expenses to subsequent fiscal years for submission to the
applicable Fund for payment, subject always to the maximum annual distribution
fee for Class B shares described above.

The Board of Directors has determined that, if the Reorganization is
consummated, unreimbursed distribution and shareholder service expenses
originally incurred in connection with Aviation Fund's Class B shares will be
reimbursable under Global Technology Fund's Class B Rule 12b-1 Plan. As of
December 31, 1994, the unreimbursed distribution and shareholder service
expenses of Global Technology Fund and Aviation Fund were $76,304 and $10,827,
respectively, attributable to Class A shares and $219,160 and $8,784,
respectively, attributable to Class B Shares. See "Unreimbursed Distribution and
Shareholder Expenses" below for a further discussion of the treatment of these
expenses.

PURCHASES AND EXCHANGES
Shares of Global Technology Fund may be purchased through certain
broker-dealers and John Hancock Funds at the public offering price, which is
based on the next determined net asset value per share, plus any applicable
sales charge. The minimum initial investment in Global Technology Fund is $1,000
($250 for group investments and retirement plans). In anticipation of

9
<PAGE> 16
the Reorganization, Aviation Fund has stopped offering its shares to the public
other than shares purchased through the reinvestment of dividends and
distributions.

Shareholders of both Funds may exchange their shares at net asset value for
shares of the same class, if applicable, of certain other funds managed by the
Adviser. Shares of any fund acquired in this manner that are subject to a CDSC
will incur this charge, if still applicable, upon redemption. The exchange
privilege is available only in those states where exchanges can be made legally.

DISTRIBUTION PROCEDURES
It is the policy of both Funds to pay dividends annually from net
investment income. Each Fund also distributes annually all of its other taxable
income, including both net realized short-term and long-term capital gains, if
any. Aviation Fund will make, immediately prior to the Closing Date (as defined
below), a distribution of all of its net income and net realized capital gains,
if any, not previously distributed.

REINVESTMENT OPTIONS
Unless an election is made to receive cash, the shareholders of both Funds
automatically reinvest all of their respective dividends and capital gain
distributions in additional shares of the same class of the same Fund. These
reinvestments are made at the net asset value per share and are not subject to
any sales charge.

REDEMPTION PROCEDURES
Shares of both Funds may be redeemed on any business day at a price equal
to the net asset value of the shares next determined after receipt of a
redemption request in good order, less any applicable CDSC. Alternatively,
shareholders of both Funds may sell their shares through securities dealers, who
may charge a fee. Redemptions and repurchases of certain Class A shares of
Aviation Fund and Global Technology Fund and Class B shares of both Funds are
subject to the applicable CDSC, if any. Class A and Class B shares of Aviation
Fund may be redeemed up to and including the Closing Date (as defined below).

REORGANIZATION
Effect of the Reorganization. Pursuant to the terms of the Agreement, the
proposed Reorganization will consist of the acquisition by Global Technology
Fund of all the assets of Aviation Fund in exchange solely for (i) the
assumption by Global Technology Fund of all the liabilities of Aviation Fund and
(ii) the issuance of Global Technology Fund shares equal to the value of these
assets, less the amount of these liabilities (the "Global Technology Fund

10
<PAGE> 17

Shares"), to Aviation Fund. As part of the liquidation process, Aviation Fund
will immediately distribute these shares to its shareholders in exchange for
their shares of Aviation Fund. Consequently, Class A shareholders of Aviation
Fund will become Class A shareholders of Global Technology Fund and Class B
shareholders of Aviation Fund will become Class B shareholders of Global
Technology Fund. After completion of the Reorganization, the existence of
Aviation Fund will be terminated.

The Reorganization will become effective as of 5:00 p.m. on the closing
date, scheduled for July 28, 1995, or another date on or before December 31,
1995 as authorized representatives of the Funds may agree (the "Closing Date").
The Global Technology Fund Class A Shares issued to Aviation Fund for
distribution to Aviation Fund's Class A shareholders will have an aggregate net
asset value equal to the aggregate value of the assets attributable to Aviation
Fund's Class A shares, less the liabilities attributable to Aviation Fund's
Class A shares. The Global Technology Fund Class B Shares issued to Aviation
Fund for distribution to Aviation Fund's Class B shareholders will have an
aggregate net asset value equal to the aggregate value of the assets
attributable to Aviation Fund's Class B shares, less the liabilities
attributable to Aviation Fund's Class B shares. For purposes of the
Reorganization, the Funds' respective asset values will be determined as of the
close of business (4:00 p.m. Eastern Time) on the Closing Date.

The Board of Directors, including the Directors not affiliated with the
Adviser or the Subadviser, unanimously approved the Reorganization, and
determined that it was in the best interests of Aviation Fund and Global
Technology Fund and that the interests of Aviation Fund's and Global Technology
Fund's shareholders would not be diluted as a result of the Reorganization. For
a discussion of the factors considered by the Directors, see "Proposal to
Approve the Agreement and Plan of Reorganization-- Reasons for the Proposed
Reorganization."

Tax Considerations. The consummation of the Reorganization is subject to
the receipt on the Closing Date of an opinion of Hale and Dorr, counsel to the
Funds, satisfactory to Technology Series and substantially to the effect that
for federal income tax purposes:

(a) the acquisition by Global Technology Fund of all of Aviation Fund's
assets solely in exchange for the issuance of Global Technology Fund Shares to
Aviation Fund and the assumption of all of Aviation Fund's liabilities by Global
Technology Fund, followed by the distribution by Aviation Fund, in liquidation
of Aviation Fund, of Global Technology Fund Shares to the shareholders of
Aviation Fund in exchange for their shares of common stock of Aviation Fund and
the termination of Aviation Fund, will constitute a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and Aviation Fund and

11
<PAGE> 18
Global Technology Fund will each be "a party to a reorganization" within the
meaning of Section 368(b) of the Code;

(b) no gain or loss will be recognized by Aviation Fund upon (i) the
transfer of all of its assets to Global Technology Fund (as described above) and
(ii) the distribution by Aviation Fund of Global Technology Fund Shares to
Aviation Fund's shareholders;

(c) no gain or loss will be recognized by Global Technology Fund upon the
receipt of Aviation Fund's assets (as described above);

(d) the basis of the assets of Aviation Fund acquired by Global Technology
Fund will be, in each instance, the same as the basis of those assets in the
hands of Aviation Fund immediately prior to the transfer;

(e) the tax holding period of the assets of Aviation Fund in the hands of
Global Technology Fund will, in each instance, include Aviation Fund's tax
holding period for those assets;

(f) the shareholders of Aviation Fund will not recognize gain or loss upon
the exchange of all of their Aviation Fund shares for Global Technology Fund
Shares as part of the transaction;

(g) the basis of the Global Technology Fund Shares received by Aviation
Fund shareholders in the Reorganization will be the same as the basis of the
Aviation Fund shares surrendered in exchange therefor; and

(h) the tax holding period of the Global Technology Fund Shares received by
Aviation Fund shareholders will include, for each shareholder, the tax holding
period for the Aviation Fund shares surrendered in exchange therefor, provided
the Aviation Fund shares were held as capital assets on the date of the
exchange.

THE MEETING
Time, Place and Date. The Meeting will be held on Friday, July 28, 1995,
at 101 Huntington Avenue, Boston, Massachusetts 02199, at 9:00 a.m. Boston time.

Record Date. The Record Date for determining shareholders entitled to
notice of and to vote at the Meeting is June 5, 1995.

Vote Required for Approval. Approval of the Agreement by the shareholders
of Aviation Fund requires the affirmative vote of not less than a "majority of
the outstanding voting securities" (as defined in the Investment Company Act) of
Aviation Fund. The Reorganization does not require the approval of Global
Technology Fund's shareholders. See "Proposal to Approve the Agreement and Plan
of Reorganization--Voting Rights and Required Vote."

12
<PAGE> 19

RISK FACTORS AND SPECIAL CONSIDERATIONS

Please see the Global Technology Fund Prospectus, enclosed with this Proxy
Statement and Prospectus, and the Aviation Fund Prospectus, incorporated herein
by reference, for a complete description of each Fund's investment objectives
and policies, as well as their risk factors.

In deciding whether to approve the Reorganization, you should consider the
similarities and differences between the investment objectives and policies of
the Funds. You should also consider the relative advantages and disadvantages of
Aviation Fund's focus upon the aviation and related industries,
technology-related investments, aerospace/defense investments and other
investments, as compared to Global Technology Fund's technology-related
investment focus. Global Technology Fund, because it is not required to be
invested in the aviation and related industries, may not benefit if economic and
market developments favorably affect these industries.

Securities prices in the industries in which each Fund concentrates its
investments have tended to be subject to greater volatility than those in many
other industries. Aviation Fund's investments in aviation and related industries
are particularly sensitive to government regulation, competition, fuel prices,
pressures on government budgets for defense or aerospace contracts, and labor
relations problems. Global Technology Fund's principal investments are subject
to greater than normal competitive pressures that may stem from aggressive
pricing and short product cycles.

Global Technology Fund's ability to invest in foreign securities to a
greater extent than Aviation Fund subject it to greater risks due to exchange
controls, less publicly available information, more volatile or less liquid
securities markets, and the possibility of expropriation, confiscatory taxation
or political, economic or social instability in foreign countries.

INFORMATION CONCERNING THE MEETING

SOLICITATION, REVOCATION AND USE OF PROXIES
A majority of Aviation Fund's shares that are represented and entitled to
vote at the Meeting will be a quorum for the transaction of business. An
Aviation Fund shareholder executing and returning a proxy has the power to
revoke it at any time before it is exercised, by filing a written notice of
revocation with Aviation Fund's transfer agent, Investor Services, P.O. Box
9116, Boston, Massachusetts 02205-9116, or by returning a duly executed proxy
with a later date before the time of the Meeting. Any shareholder who has
executed a proxy but is present at the Meeting and wishes to vote in person may
revoke his or her proxy by notifying the Secretary of Technology Series (without
complying with any formalities) at any time before it is voted.

13
<PAGE> 20

Presence at the Meeting alone will not serve to revoke a previously executed and
returned proxy.

If a quorum is not present in person or by proxy at the time any session of
the Meeting is called to order, the persons named as proxies may vote those
proxies that have been received to adjourn the Meeting to a later date. If a
quorum is present but there are not sufficient votes in favor of the Proposal,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies with respect to the Proposal. Any
adjournment will require the affirmative vote of a majority of the shares of
Aviation Fund represented in person or by proxy at the session of the Meeting to
be adjourned. If an adjournment of the Meeting is proposed because there are not
sufficient votes in favor of the Reorganization, even though a quorum is present
at the Meeting, the persons named as proxies will vote those proxies in favor of
the Reorganization in favor of adjournment, and will vote those proxies against
the Reorganization against adjournment.

RECORD DATE AND OUTSTANDING SHARES

Only Aviation Fund shareholders of record at the close of business on June
5, 1995 (the "Record Date") are entitled to notice of and to vote at the Meeting
and any adjournment of the Meeting. At the close of business on the Record Date,
7,253,537.78 shares of common stock of Aviation Fund were outstanding and
entitled to vote.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT OF AVIATION FUND AND GLOBAL TECHNOLOGY FUND

To the knowledge of Technology Series, as of the Record Date, the following
persons owned of record or benefically 5% or more of the outstanding Class B
shares of common stock of Aviation Fund: IRA f/b/o Walter Gilmore, Riverside, RI
(15.8%); Domingo Cabrera, Rio Piedras, PR (12.23%); Smith Barney Inc., New York,
NY (10.02%); Patrick Fitzgerald, Greenbush, MI (6.3%); and James Apostolou,
Warwick, RI (5.96%). On the basis of their present holdings, these shareholders
will own approximately 1.08%, 0.83%, 0.69%, 0.43% and 0.41%, respectively, of
Global Technology Fund's outstanding Class B shares immediately after the
Reorganization (if the Reorganization is consummated). To the knowledge of
Technology Series, as of the Record Date, no person owned of record or
beneficially 5% or more of the outstanding Class A or Class B shares of common
stock of Global Technology Fund, or the outstanding Class A shares of common
stock of Aviation Fund.

As of the Record Date, the Directors and officers of Technology Series, as
a group, owned in the aggregate less than 1% of the outstanding Class A and
Class B shares of common stock of Aviation Fund. As of the Record Date, the
Directors and officers of Technology Series, as a group, owned in the

14
<PAGE> 21
aggregate less than 1% of the outstanding Class A and Class B shares of common
stock of Global Technology Fund.

PROPOSAL TO APPROVE THE AGREEMENT
AND PLAN OF REORGANIZATION

GENERAL
The shareholders of Aviation Fund are being asked to approve the Agreement,
a copy which is attached as EXHIBIT A. The Reorganization will consist of: (A)
the transfer of all of Aviation Fund's assets to Global Technology Fund, in
exchange solely for the issuance of Global Technology Fund Shares to Aviation
Fund and the assumption of Aviation Fund's liabilities by Global Technology
Fund, (B) the subsequent distribution by Aviation Fund, as part of its
liquidation, of the Global Technology Fund Shares to Aviation Fund's
shareholders and (C) the termination of Aviation Fund's existence. The Global
Technology Fund Class A Shares issued upon the consummation of the
Reorganization will have an aggregate net asset value equal to the aggregate
value of the assets attributable to Aviation Fund's Class A shares, less
liabilities attributable to Aviation Fund's Class A shares. The Global
Technology Fund Class B Shares issued upon consummation of the Reorganization
will have an aggregate net asset value equal to the aggregate value of the
assets attributable to Aviation Fund's Class B shares, less the liabilities
attributable to Aviation Fund's Class B shares. As noted above, the asset values
of Aviation Fund and Global Technology Fund will be determined at the close of
business (4:00 p.m. Eastern Time) on the Closing Date for purposes of the
Reorganization. See "Description of Agreement" below.

Pursuant to the Agreement, Aviation Fund will liquidate and distribute the
Global Technology Fund Shares received, as described above, pro rata to the
shareholders of record determined as of the close of regular trading on the New
York Stock Exchange on the Closing Date. The result of the transfer of assets
will be that Global Technology Fund will add to its portfolio the net assets of
Aviation Fund. Class A shareholders of Aviation Fund will become Class A
shareholders of Global Technology Fund, and Class B shareholders of Aviation
Fund will become Class B shareholders of Global Technology Fund.

The Agreement and the Reorganization were unanimously approved by the Board
of Directors on behalf of Aviation Fund and Global Technology Fund at a meeting
held on March 14, 1995.

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<PAGE> 22

REASONS FOR THE PROPOSED REORGANIZATION
The Board of Directors believes that the proposed Reorganization will be
advantageous to the shareholders of Aviation Fund in several respects. The Board
of Directors considered the following matters, among others, in approving the
Proposal.

First, investor demand for a fund that invests a significant portion of its
assets in aviation companies has not met the expectations of Aviation Fund's
management. The net asset level of the Fund has been relatively flat over the
past ten years. After achieving its largest asset base of approximately $84
million in 1989, Aviation Fund's net assets have declined and redemptions
exceeded new sales (excluding reinvested dividends) during 1994. On December 31,
1994, the Fund's net assets were $55,324,635. It is reasonable to expect that
this declining asset trend will continue. As a consequence, Aviation Fund has
not been able to achieve significant economies of scale. If the net assets of
Aviation Fund continue to decline, Aviation Fund's expense ratio may increase.

The Board of Directors does not believe that the longer-term performance
outlook of the market for securities of aviation companies is likely to offset
the negative effects of Aviation Fund's declining asset base. Due to fundamental
industry changes, the relative performance of Aviation Fund has been lower than
that of the broader market. The total return for the Class A shares of Aviation
Fund for the year ended December 31, 1994 was (14.17)% and the average annual
total return for the Class A shares of the Fund for the five- and ten-year
periods ended December 31, 1994 were 2.50% and 9.23%, compared to 1.31%, 8.68%
and 14.36% average annual total return of the Standard & Poor's 500 Stock Index
for the same respective periods.+

Second, given these fundamental industry changes, the Board of Directors
determined that shareholders may be better served by a fund offering greater
diversification. To the extent that the Funds' assets are combined into a single
portfolio and a larger asset base is created as a result of the Reorganization,
greater diversification of the investment portfolio of Global Technology Fund
(the surviving Fund) can be achieved than is currently possible in either Fund.
Greater diversification is expected to be beneficial to

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

+ Class B shares of Aviation Fund commenced operations on January 3, 1994. The
total return for the Class B shares was (14.39)% for the period ended December
31, 1994. The total return figures for Class A and Class B shares assume
initial investment at net asset value at the beginning of the period,
reinvestment of all dividends and distributions, the complete redemption of
the investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.

16
<PAGE> 23

shareholders of both Funds, because it may reduce the negative effect which the
adverse performance of any one security may have on the performance of the
entire portfolio.

Third, the Board of Directors believes that the Global Technology Fund
Shares received in the Reorganization will provide existing Aviation Fund
shareholders with substantially the same investment advantages that they
currently enjoy at a comparable level of risk. The Board of Directors also
considered the performance history of each Fund.

Fourth, a combined fund offers economies of scale that should have a
positive effect on the expenses currently borne by the shareholders of Aviation
Fund. Both Funds incur substantial overhead costs for accounting, legal,
transfer agency services, insurance, and custodial and administrative services.
The Board of Directors expects that the Reorganization will result in a decrease
in the expenses currently borne by Aviation Fund's shareholders. See expense
information in "Summary--The Funds' Expenses."

In determining that the Reorganization is in the best interests of Aviation
Fund and the interests of its shareholders, the Board of Directors considered
the fact that the Adviser and the Subadviser will receive certain benefits from
the Reorganization. The Reorganization will result in a consolidated portfolio
management effort, and may result in time savings to the Adviser and Subadviser
by reducing the number of reports and regulatory filings that they need to
prepare.

UNREIMBURSED DISTRIBUTION AND SHAREHOLDER SERVICE EXPENSES
The Board of Directors has determined that, if the Reorganization is
consummated, distribution and shareholder service expenses incurred in
connection with shares of Aviation Fund, and not reimbursed under Aviation
Fund's Rule 12b-1 Plans or through CDSCs, will be reimbursable expenses under
Global Technology Fund's Rule 12b-1 Plans (the "assumption"). However, the
maximum aggregate amounts payable during any fiscal year under Global Technology
Fund's Rule 12b-1 Plan (0.30% of average daily net assets attributable to Class
A shares and 1.00% of average daily net assets attributable to Class B shares)
will not be affected by the assumption.

With respect to both Global Technology Fund's Class A and Class B shares,
the percentage of net assets on a pro forma combined basis that the unreimbursed
expenses represent will decrease as a result of the Reorganization and the
assumption. As of December 31, 1994, the unreimbursed distribution and
shareholder service expenses of Global Technology Fund attributable to Class A
and Class B shares were $76,304 (.146% of Global Technology Fund's net assets
attributable to Class A shares as of such date) and $219,160 (2.53% of Global
Technology Fund's net assets attributable to Class B shares as of such date),
respectively. As of the same date, the

17
<PAGE> 24
unreimbursed distribution and shareholder service expenses of Aviation Fund
attributable to Class A and Class B shares were $10,827 (.019% of Aviation
Fund's net assets attributable to Class A shares as of such date) and $8,784
(1.81% of Aviation Fund's net assets attributable to Class B shares as of such
date), respectively.

After the Reorganization, on a pro forma combined basis, the unreimbursed
distribution and shareholder service expenses of Global Technology Fund
attributable to Class A and Class B shares will be $87,131 (.081% of Global
Technology Fund's pro forma net assets attributable to Class A shares) and
$227,944 (2.32% of Global Technology Fund's pro forma net assets attributable to
Class B shares), respectively.

The assumption will have no immediate effect upon the payments made under
Global Technology Fund's Rule 12b-1 Plans. While John Hancock Funds hopes to
recover unreimbursed distribution and shareholder service expenses over an
extended period of time, Global Technology Fund is not obligated to assure that
these amounts are recouped by John Hancock Funds.

Unreimbursed distribution and shareholder service expenses do not currently
appear as an expense or liability in the financial statements of either Fund,
nor will they appear in the financial statements of Global Technology Fund after
the Reorganization until paid or accrued. Unreimbursed expenses do not enter
into the calculation of the Fund's net asset value or the formula for
calculating Rule 12b-1 payments. Even in the event of termination or
noncontinuance of Global Technology Fund's 12b-1 Plans, Global Technology Fund
is not legally committed, and is not required to commit, to the payment of any
unreimbursed distribution and shareholder service expenses. The staff of the
Securities and Exchange Commission has not approved or disapproved the treatment
of the unreimbursed distribution and shareholder service expenses described in
this document.

BOARD'S EVALUATION AND RECOMMENDATION
On the basis of the factors described above and other factors, the Board of
Directors, including a majority of the Directors who are not "interested
persons" (as defined in the Investment Company Act) of the Funds, determined
that the Reorganization was in the best interests of each Fund and that the
interests of each Fund's shareholders would not be diluted as a result of the
Reorganization.

THE DIRECTORS OF JOHN HANCOCK TECHNOLOGY SERIES, INC. RECOMMEND THAT THE
SHAREHOLDERS OF JOHN HANCOCK NATIONAL AVIATION & TECHNOLOGY FUND VOTE FOR THE
PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION.

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<PAGE> 25
DESCRIPTION OF AGREEMENT
The following description of the Agreement is a summary, does not purport
to be complete, and is subject in all respects to the provisions of the
Agreement, and is qualified in its entirety by reference to the Agreement. A
copy of the Agreement is attached to this Proxy Statement and Prospectus as
EXHIBIT A and should be read in its entirety. Paragraph references are to
appropriate provisions of the Agreement.

Method of Carrying Out Reorganization. If Aviation Fund shareholders
approve the Agreement, the Reorganization will be consummated promptly after the
various conditions to the obligations of each of the parties are satisfied (see
Agreement, paragraphs 6 through 8). The Reorganization will be completed on the
Closing Date (as defined above).

On the Closing Date, Aviation Fund will transfer all of its assets to
Global Technology Fund in exchange for Global Technology Fund Shares with an
aggregate net asset value equal to the value of the assets delivered, less the
liabilities of Aviation Fund assumed, as of the close of business on the Closing
Date (see Agreement, paragraphs 1 and 2).

The value of Aviation Fund's assets and Global Technology Fund's net asset
values per Class A share and per Class B share will be determined according to
the valuation procedures set forth in Technology Series' Articles of Amendment
and Restatement and By-laws and the Global Technology Fund Prospectus,
respectively (see "Share Price" in the Global Technology Fund Prospectus). No
initial sales charge or CDSC will be imposed upon delivery of the Global
Technology Fund Shares in exchange for the assets of Aviation Fund.

Surrender of Share Certificates. Aviation Fund shareholders whose Class A
or Class B shares are represented by one or more share certificates should,
prior to the Closing Date, either surrender their certificates to Aviation Fund
or deliver to Aviation Fund an affidavit with respect to lost certificates, in
such form and accompanied by such surety bonds as Aviation Fund may require
(collectively, an "Affidavit"). On the Closing Date, all certificates which have
not been surrendered will be deemed to be cancelled, will no longer evidence
ownership of Aviation Fund's shares and will evidence ownership of Global
Technology Fund Shares. Shareholders may not redeem or transfer Global
Technology Fund Shares received in the Reorganization until they have
surrendered their Aviation Fund share certificates or delivered an Affidavit
relating to them. Unless a shareholder specifically requests a share
certificate, Global Technology Fund will not issue share certificates in the
Reorganization.

Conditions Precedent to Closing. The obligation of Aviation Fund to
consummate the Reorganization is subject to the satisfaction of certain

19
<PAGE> 26
conditions precedent, including Technology Series' and Global Technology Fund's
performance of all acts and undertakings required under the Agreement and the
receipt of all consents, orders and permits necessary to consummate the
Reorganization (see Agreement, paragraphs 6 through 8).

The obligation of Global Technology Fund to consummate the Reorganization
is subject to the satisfaction of certain conditions precedent, including the
performance by Technology Series and Aviation Fund of all acts and undertakings
to be performed under the Agreement, the receipt of certain documents and
financial statements from Aviation Fund and the receipt of all consents, orders
and permits necessary to consummate the Reorganization (see Agreement,
paragraphs 6 through 8).

The obligations of both parties are subject to the receipt of approval and
authorization of the Agreement by the vote of no less than a majority of the
outstanding shares of Aviation Fund's common stock entitled to vote (as
described in the section captioned "Voting Rights and Required Vote"), and the
receipt of a favorable opinion of Hale and Dorr as to the federal income tax
consequences of the Reorganization (see Agreement, paragraph 8.6).

Termination of Agreement. The Agreement may be terminated, whether or not
approval of Aviation Fund's shareholders has been obtained, by mutual agreement
of the parties. In addition, either party may terminate its obligations under
the Agreement at or prior to the Closing Date, because of a material breach by
the other party of any representations, warranties or agreements contained in
the Agreement, or if a condition precedent in the Agreement has not been met.

Expenses of the Reorganization. Global Technology Fund and Aviation Fund
will each be responsible for its own expenses incurred in connection with
entering into and carrying out the provisions of the Reorganization Agreement,
whether or not the Reorganization is consummated.

TAX CONSIDERATIONS
The consummation of the Reorganization is subject to the receipt on the
Closing Date of a favorable opinion of Hale and Dorr, counsel to the Funds,
satisfactory to Technology Series and substantially to the effect that for
federal income tax purposes:

(i) The acquisition by Global Technology Fund of all of the assets of
Aviation Fund solely in exchange for the issuance of Global Technology Fund
Shares to Aviation Fund and the assumption of all of Aviation Fund's
liabilities by Global Technology Fund, followed by the distribution by
Aviation Fund, in liquidation of Aviation Fund, of Global Technology Fund
Shares to the shareholders of Aviation Fund in exchange for their shares of
stock of Aviation Fund and the termination of

20
<PAGE> 27
Aviation Fund, will constitute a "reorganization" within the meaning of
Section 368(a) of the Code, and Aviation Fund and Global Technology Fund
will each be "a party to a reorganization" within the meaning of Section
368(b) of the Code;

(ii) no gain or loss will be recognized by Aviation Fund upon (a) the
transfer of all of its assets to Global Technology Fund solely in exchange
for the issuance of Global Technology Fund Shares to Aviation Fund, and the
assumption of all of Aviation Fund's liabilities by Global Technology Fund;
and (b) the distribution by Aviation Fund of these Global Technology Fund
Shares to the shareholders of Aviation Fund;

(iii) no gain or loss will be recognized by Global Technology Fund
upon the receipt of Aviation Fund's assets solely in exchange for the
issuance of Global Technology Fund Shares to Aviation Fund and the
assumption of all of Aviation Fund's liabilities by Global Technology Fund;

(iv) the basis of the assets of Aviation Fund acquired by Global
Technology Fund will be, in each instance, the same as the basis of those
assets in the hands of Aviation Fund immediately prior to the transfer;

(v) the tax holding period of the assets of Aviation Fund in the hands
of Global Technology Fund will, in each instance, include Aviation Fund's
tax holding period for those assets;

(vi) the shareholders of Aviation Fund will not recognize gain or loss
upon the exchange of all their Aviation Fund shares solely for Global
Technology Fund Shares as part of the transaction;

(vii) the basis of the Global Technology Fund Shares that Aviation
Fund shareholders receive in the transaction will be the same as the basis
of the Aviation Fund shares they surrendered in exchange; and

(viii) the tax holding period of the Global Technology Fund Shares
that Aviation Fund shareholders receive will include, for each shareholder,
the tax holding period for the Aviation Fund shares that shareholder
surrendered in exchange, provided the Aviation Fund shares were held as
capital assets on the date of the exchange.

VOTING RIGHTS AND REQUIRED VOTE
Each Aviation Fund share is entitled to one vote. Class A and Class B
shareholders of Aviation Fund vote together with respect to the Proposal.
Approval of the Proposal requires the affirmative vote of a majority of the
outstanding voting securities of Aviation Fund. Under the Investment Company
Act, this means that, to be approved, the Proposal must receive the affirmative
vote of the lesser of (i) 67% or more of the outstanding shares of

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<PAGE> 28
Aviation Fund present at the Meeting and entitled to vote, if the holders of
more than 50% of the outstanding shares of Aviation Fund are present or
represented by proxy, or (ii) more than 50% of the outstanding shares of
Aviation Fund.

Shares of common stock of Aviation Fund represented in person or by
proxy (including shares which abstain or do not vote with respect to the
Proposal) will be counted for purposes of determining whether a quorum is
present at the meeting. Accordingly, an abstention from voting has the same
effect as a vote against the Proposal. However, if a broker or nominee holding
shares in "street name" indicates on the proxy card that it does not have
discretionary authority to vote on the Proposal, those shares will not be
considered as present and entitled to vote with respect to the Proposal.
Accordingly, a "broker non-vote" has no effect on the voting in determining
whether the Proposal has been adopted pursuant to item (i) above, provided that
the holders of more than 50% of the outstanding shares (excluding the "broker
non-votes") are present or represented. However, with respect to determining
whether the Proposal has been adopted pursuant to item (ii) above, because
shares represented by a "broker non-vote" are considered outstanding shares, a
"broker non-vote" has the same effect as a vote against the Proposal.

If the requisite approval of shareholders is not obtained, Aviation Fund
will continue to engage in business as a registered open-end, management
investment company and the Board of Directors will consider what further action
may be appropriate.

22
<PAGE> 29
<TABLE>
CAPITALIZATION

The following table sets forth the capitalization of each Fund as of
December 31, 1994, and the pro forma combined capitalization of both Funds as if
the Reorganization had occurred on that date. The table reflects pro forma
exchange ratios of approximately .405540 Class A Global Technology Fund Shares
being issued for each Class A share of Aviation Fund and approximately .404029
Class B Global Technology Fund Shares being issued for each Class B share of
Aviation Fund. If the Reorganization is consummated, the actual exchange ratios
on the Closing Date may vary from the exchange ratios indicated, due to (1)
changes in the market value of the portfolio securities of both Global
Technology Fund and Aviation Fund between December 31, 1994 and the Closing
Date, (2) changes in the amount of undistributed net investment income and net
realized capital gains of Global Technology Fund and Aviation Fund during that
period resulting from income and distributions, and (3) changes in the accrued
liabilities of Global Technology Fund and Aviation Fund during the same period.

DECEMBER 31, 1994

<CAPTION>
GLOBAL
AVIATION TECHNOLOGY PRO FORMA
FUND FUND COMBINED
----------- ----------- ------------
<S> <C> <C> <C>
Net Assets............... $55,324,635 $61,517,302 $116,841,937
Net Asset Value Per
Share:
Class A............. $7.24 $17.84 $17.84
Class B............. $7.14 $17.68 $17.68
Shares Outstanding:
Class A............. 7,579,596 2,925,484 5,999,314(1)
Class B............. 67,821 527,263 554,664(1)
<FN>
- ---------------

(1) If the Reorganization had taken place on December 31, 1994, Aviation Fund
would have received 3,073,830 Class A shares and 27,401 Class B shares of
Global Technology Fund, which would have been available for distribution to
shareholders of the applicable class of Aviation Fund. No assurance can be
given as to the number of Class A Shares or Class B shares of Global
Technology Fund that will be received by Aviation Fund on the Closing Date.
The foregoing is merely an example of what Aviation Fund would have received
and distributed had the Reorganization been consummated on December 31,
1994, and should not be relied upon to reflect the amount that will actually
be received on the Closing Date.

</TABLE>

23
<PAGE> 30
COMPARATIVE PERFORMANCE INFORMATION

TOTAL RETURN
The average annual total return at net asset value on Aviation Fund's Class
A shares for the one-year, five-year and ten-year periods ended December 31,
1994 was (14.17)%, 2.50% and 9.23%, respectively. The average annual total
return at net asset value on Aviation Fund's Class B shares for the period from
January 3, 1994 (commencement of operations) through December 31, 1994 was
(14.39)%.

The average annual total return at net asset value on Global Technology
Fund's Class A shares for the one-year, five-year and ten-year periods ended
December 31, 1994 was 9.62%, 10.67% and 10.26%, respectively. The average annual
total return at net asset value on Global Technology Fund's Class B shares for
the period from January 3, 1994 (commencement of operations) through December
31, 1994 was 10.02%.

The average annual total return of each class of the Funds is determined by
multiplying a hypothetical initial investment of $1,000 in a class by the
average annual compound rate of return (including capital
appreciation/depreciation, and dividends and distributions paid and reinvested)
attributable to that class for the stated period and annualizing the result.

The table below indicates the total return (capital changes plus
reinvestment of all dividends and distributions) on a hypothetical investment of
$1,000 in each class of each Fund covering the indicated periods ending December
31, 1994. The data below represent historical performance which should not be
considered indicative of future performance of either Fund. Each Fund's
performance and net asset value will fluctuate so that shares, when redeemed,
may be worth more or less than their original cost.

24
<PAGE> 31
<TABLE>
VALUE OF A $1,000 INVESTMENT IN JOHN HANCOCK NATIONAL AVIATION & TECHNOLOGY FUND
(UNAUDITED)

<CAPTION>
VALUE OF
INVESTMENT ON TOTAL RETURN TOTAL RETURN
DEC. 31, 1994 INCLUDING SALES CHARGE EXCLUDING SALES CHARGE
INVESTMENT AMOUNT OF INCLUDING ------------------------ ------------------------
INVESTMENT PERIOD DATE INVESTMENT SALES CHARGE CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ----------------- ---------- ---------- ------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES:

10 years ended December 31,
1994.......................... 1/01/85 $1,000 $ 2,299 129.89% 8.68% 141.88% 9.23%
5 years ended December 31,
1994.......................... 1/01/90 $1,000 $ 1,075 7.53% 1.46% 13.15% 2.50%
1 year ended December 31,
1994.......................... 1/01/94 $1,000 $ 815 (18.48)% (18.48)% (14.17)% (14.17)%
CLASS B SHARES:
From Inception (January 3, 1994)
to December 31, 1994.......... 1/03/94 $1,000 $ 813 (18.67)% (18.67)% (14.39)% (14.39)%

</TABLE>
<TABLE>
VALUE OF A $1,000 INVESTMENT IN JOHN HANCOCK GLOBAL TECHNOLOGY FUND
(UNAUDITED)

10 years ended December 31,
1994.......................... 1/01/85 $1,000 $ 2,521 152.15% 9.69% 165.11% 10.26%
5 years ended December 31,
1994.......................... 1/01/90 $1,000 $ 1,577 57.71% 9.54% 65.99% 10.67%
1 year ended December 31,
1994.......................... 1/01/94 $1,000 $ 1,041 4.13% 4.13% 9.62% 9.62%

CLASS B SHARES:
From Inception (January 3, 1994)
to December 31, 1994.......... 1/03/94 $1,000 $ 1,050 5.02% 5.02% 10.02% 10.02%
</TABLE>

25
<PAGE> 32
BUSINESS OF GLOBAL TECHNOLOGY FUND

GENERAL
For a discussion of the organization and operation of Global Technology
Fund, see "Investment Objectives and Policies" and "Organization and Management
of the Fund" in the Global Technology Fund Prospectus.

INVESTMENT OBJECTIVE AND POLICIES
For a discussion of Global Technology Fund's investment objectives and
policies, see "Investment Objectives and Policies" in the Global Technology Fund
Prospectus.

PORTFOLIO MANAGEMENT
Day-to-day management of Global Technology Fund is carried out by Barry J.
Gordon and Marc H. Klee. Messrs. Gordon and Klee are portfolio co-managers of
both Global Technology Fund and Aviation Fund. Mr. Gordon is the Chairman and
President of the Subadviser and Mr. Klee is a Senior Vice President of the
Subadviser. Messrs. Gordon and Klee have been associated with both Funds in a
portfolio management capacity since prior to 1988. Messrs. Gordon and Klee will
continue to act as portfolio co-managers of Global Technology Fund after the
Reorganization.

DIRECTORS
For a discussion of the responsibilities of the Board of Directors, see
"Organization and Management of the Fund" in the Global Technology Fund
Prospectus.

INVESTMENT ADVISER, SUBADVISER AND DISTRIBUTOR
For a discussion regarding Global Technology Fund's investment adviser,
subadviser and distributor, see "Organization and Management of the Fund," "How
to Buy Shares" and "Share Price" in the Global Technology Fund Prospectus.

EXPENSES
For a discussion of Global Technology Fund's expenses, see "Expense
Information" and "The Fund's Expenses" in the Global Technology Fund Prospectus.

CUSTODIAN AND TRANSFER AGENT
Global Technology Fund's custodian is Investors Bank & Trust Company.
Global Technology Fund's transfer agent is John Hancock Investor Services
Corporation.

26
<PAGE> 33
GLOBAL TECHNOLOGY FUND SHARES
For a discussion of the Global Technology Fund Shares, see "Organization
and Management of the Fund" in the Global Technology Fund Prospectus.

PURCHASE OF GLOBAL TECHNOLOGY FUND SHARES
For a discussion of how Class A and Class B shares of Global Technology
Fund may be purchased or exchanged, see "How to Buy Shares," "Alternative
Purchase Arrangements" and "Additional Services and Programs" in the Global
Technology Fund Prospectus.

REDEMPTION OF GLOBAL TECHNOLOGY FUND SHARES
For a discussion of how Class A and Class B shares of Global Technology
Fund may be redeemed, see "How to Redeem Shares" in the Global Technology Fund
Prospectus. Former shareholders of Aviation Fund whose shares are represented by
share certificates will be required to surrender their certificates for
cancellation or deliver an affidavit of loss accompanied by an adequate surety
bond to Investor Services in order to redeem Global Technology Fund Shares
received in the Reorganization.

DIVIDENDS, DISTRIBUTIONS AND TAXES
For a discussion of Global Technology Fund's policy with respect to
dividends, distributions and taxes, see "Dividends and Taxes" in the Global
Technology Fund Prospectus.

BUSINESS OF AVIATION FUND

GENERAL
For a discussion of the organization and operation of Aviation Fund, see
"Investment Objective and Policies" and "Organization and Management of the
Fund" in the Aviation Fund Prospectus.

INVESTMENT OBJECTIVE AND POLICIES
For a discussion of Aviation Fund's investment objectives and policies, see
"Investment Objective and Policies" in the Aviation Fund Prospectus.

PORTFOLIO MANAGEMENT
Day-to-day management of Aviation Fund is carried out by Barry J. Gordon
and Marc H. Klee. As noted above, Messrs. Gordon and Klee are portfolio
co-managers of both Aviation Fund and Global Technology Fund. As noted above,
Messrs. Gordon and Klee will continue to act as portfolio co-managers of Global
Technology Fund after the Reorganization.

27
<PAGE> 34
DIRECTORS
For a discussion of the responsibilities of the Board of Directors, see
"Organization and Management of the Fund" in the Aviation Fund Prospectus.

INVESTMENT ADVISER, SUBADVISER AND DISTRIBUTOR
For a discussion regarding Aviation Fund's investment adviser, subadviser
and distributor, see "Organization and Management of the Fund," "How to Buy
Shares" and "Share Price" in the Aviation Fund Prospectus.

EXPENSES
For a discussion of the Aviation Fund's expenses, see "Expense Information"
and "The Fund's Expenses" in the Aviation Fund Prospectus.

CUSTODIAN AND TRANSFER AGENT
Aviation Fund's custodian is Investors Bank & Trust Company. Aviation
Fund's transfer agent is John Hancock Investor Services Corporation.

AVIATION FUND SHARES
For a discussion of Aviation Fund's shares of capital stock, see
"Organization and Management of the Fund" in the Aviation Fund Prospectus.

PURCHASE OF AVIATION FUND SHARES
For a discussion of how shares of Aviation Fund may be purchased or
exchanged, see "How to Buy Shares," "Alternative Purchase Arrangements" and
"Additional Services and Programs" in the Aviation Fund Prospectus. In
anticipation of the Reorganization, Aviation Fund has stopped offering its
shares to the public other than shares purchased through the reinvestment of
dividends and distributions.

REDEMPTION OF AVIATION FUND SHARES
For a discussion of how Class A and Class B shares of Aviation Fund may be
redeemed (other than in the Reorganization), see "How to Redeem Shares" in the
Aviation Fund Prospectus. Aviation Fund shareholders whose shares are
represented by share certificates will be required to surrender their
certificates for cancellation or deliver an affidavit of loss accompanied by an
adequate surety bond to Investor Services in order to redeem Global Technology
Fund Shares received in the Reorganization.

DIVIDENDS, DISTRIBUTIONS AND TAXES
For a discussion of the Aviation Fund's policy with respect to dividends,
distributions and taxes, see "Distributions and Taxes" in the Aviation Fund
Prospectus.

28
<PAGE> 35
EXPERTS

The financial statements and the financial highlights of Global Technology
Fund and Aviation Fund for each of the three years in the period ended December
31, 1994, incorporated by reference into this Proxy Statement and Prospectus,
have been audited by Price Waterhouse LLP, independent auditors, as set forth in
their report thereon appearing in the Statement of Additional Information, and
are included in reliance upon the authority of such firm as experts in
accounting and auditing.

The financial highlights of Global Technology Fund and Aviation Fund for
the fiscal years ended December 31, 1991, 1990, 1989, 1988, 1987, 1986 and 1985,
incorporated by reference into this Proxy Statement and Prospectus, have been
audited by KPMG Peat Marwick LLP, independent auditors, and are included in
reliance upon the authority of such firm as experts in accounting and auditing.

AVAILABLE INFORMATION

Technology Series is subject to the informational requirements of the
Securities Exchange Act of 1934 and the Investment Company Act, and in
accordance therewith files reports, proxy statements and other information with
the SEC. Such reports, proxy statements and other information filed by
Technology Series can be inspected and copied (at prescribed rates) at the
public reference facilities of the SEC at 450 Fifth Street, N.W., Washington,
D.C., and at the following regional offices: Chicago (500 West Madison Street,
Suite 1400, Chicago, Illinois); and New York (7 World Trade Center, Suite 1300,
New York, New York). Copies of such material can also be obtained by mail from
the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.

29
<PAGE> 36
EXHIBIT A

FORM OF AGREEMENT AND
PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this
day of July, 1995, by and between John Hancock Global Technology Fund
(the "Acquiring Fund") and John Hancock National Aviation & Technology Fund (the
"Acquired Fund"), each a series of John Hancock Technology Series, Inc. (the
"Company"), a Maryland corporation with its principal place of business at 101
Huntington Avenue, Boston, Massachusetts 02199. The Acquiring Fund and the
Acquired Fund are sometimes referred to collectively herein as the "Funds" and
individually as a "Fund."

This Agreement is intended to be and is adopted as a plan of
"reorganization," as such term is used in Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"). The reorganization will consist of the
transfer of all of the assets of the Acquired Fund to the Acquiring Fund in
exchange solely for the issuance of Class A and Class B shares of common stock
of the Acquiring Fund (the "Acquiring Fund Shares") to the Acquired Fund and the
assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund,
followed by the distribution by the Acquired Fund, on or promptly after the
Closing Date hereinafter referred to, of the Acquiring Fund Shares to the
shareholders of the Acquired Fund in liquidation and termination of the Acquired
Fund as provided herein, all upon the terms and conditions set forth in this
Agreement.

In consideration of the premises of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows:

1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR ASSUMPTION OF
LIABILITIES AND ISSUANCE OF ACQUIRING FUND SHARES; LIQUIDATION OF THE
ACQUIRED FUND

1.1 The Acquired Fund will transfer all of its assets (consisting, without
limitation, of portfolio securities and instruments, dividends and interest
receivables, cash and other assets), as set forth in the statement of assets and
liabilities referred to in Paragraph 7.2 hereof (the "Statement of Assets and
Liabilities"), to the Acquiring Fund free and clear of all liens and
encumbrances, except as otherwise provided herein, in exchange for (i) the
assumption by the Acquiring Fund of the known and unknown liabilities of the
Acquired Fund, including the liabilities set forth in the Statement of Assets
and Liabilities (the "Acquired Fund Liabilities"), which shall be assigned and

A-1
<PAGE> 37

transferred to the Acquiring Fund by the Acquired Fund and assumed by the
Acquiring Fund, and (ii) delivery by the Acquiring Fund to the Acquired Fund,
for distribution pro rata by the Acquired Fund to its Class A and Class B
shareholders in proportion to their respective ownership of Class A and/or Class
B shares of common stock of the Acquired Fund, as of the close of business on
the closing date (the "Closing Date"), of a number of the Acquiring Fund Shares
having an aggregate net asset value equal to the value of the assets, less such
liabilities (herein referred to as the "net value of the assets"), of the
Acquired Fund so transferred, assumed, assigned and delivered, all determined as
provided in Paragraph 2.1 hereof and as of a date and time as specified therein.
Such transactions shall take place at the closing provided for in Paragraph 3.1
hereof (the "Closing"). All computations shall be provided by Investors Bank &
Trust Company (the "Custodian"), as custodian and pricing agent for the
Acquiring Fund and the Acquired Fund, and shall be recomputed by Price
Waterhouse LLP, the independent accountants of the Acquiring Fund. The
determination of the Custodian, as recomputed by said accountants, shall, absent
manifest error, be conclusive and binding on all parties in interest.

1.2 The Acquired Fund has provided the Acquiring Fund with a list of the
current securities holdings of the Acquired Fund as of the date of execution of
this Agreement. The Acquired Fund reserves the right to sell any of these
securities (except to the extent sales may be limited by representations made in
connection with issuance of the tax opinion provided for in paragraph 8.6
hereof) but will not, without the prior approval of the Acquiring Fund, acquire
any additional securities other than securities of the type in which the
Acquiring Fund is permitted to invest.

1.3 The Acquiring Fund and the Acquired Fund shall each bear its own
expenses in connection with the transactions contemplated by this Agreement.

1.4 On or as soon after the Closing Date as is conveniently practicable
(the "Liquidation Date"), the Acquired Fund will liquidate and distribute PRO
RATA to shareholders of record of the applicable class (the "Acquired Fund
shareholders"), determined as of the close of regular trading on the New York
Stock Exchange on the Closing Date, the Acquiring Fund Shares received by the
Acquired Fund pursuant to Paragraph 1.1 hereof. Such liquidation and
distribution will be accomplished by the transfer of the Acquiring Fund Shares
then credited to the account of the Acquired Fund on the books of the Acquiring
Fund, to open accounts on the share records of the Acquiring Fund in the names
of the Acquired Fund shareholders and representing the respective PRO RATA
number and class of Acquiring Fund Shares due such shareholders. Acquired Fund
shareholders who own Class A shares of the Acquired Fund will receive Class A
Acquiring Fund Shares, and Acquired Fund shareholders who own Class B shares of
the Acquired Fund

A-2
<PAGE> 38

will receive Class B Acquiring Fund Shares. The Acquiring Fund shall not issue
certificates representing Acquiring Fund Shares in connection with such
exchange.

1.5 The Acquired Fund shareholders holding certificates representing their
ownership of shares of common stock of the Acquired Fund shall surrender such
certificates or deliver an affidavit with respect to lost certificates in such
form and accompanied by such surety bonds as the Acquired Fund may require
(collectively, an "Affidavit"), to John Hancock Investor Services Corporation
prior to the Closing Date. Any Acquired Fund share certificate which remains
outstanding on the Closing Date shall be deemed to be cancelled, shall no longer
evidence ownership of shares of common stock of the Acquired Fund and shall
evidence ownership of Acquiring Fund Shares. Unless and until any such
certificate shall be so surrendered or an Affidavit relating thereto shall be
delivered, dividends and other distributions payable by the Acquiring Fund
subsequent to the Liquidation Date with respect to Acquiring Fund Shares shall
be paid to the holder of such certificate(s), but such shareholders may not
redeem or transfer Acquiring Fund Shares received in the Reorganization. The
Acquiring Fund will not issue share certificates in the Reorganization.

1.6 Any transfer taxes payable upon issuance of Acquiring Fund Shares in a
name other than the registered holder of the Acquiring Fund Shares on the books
of the Acquired Fund as of that time shall, as a condition of such issuance and
transfer, be paid by the person to whom such Acquiring Fund Shares are to be
issued and transferred.

1.7 The existence of the Acquired Fund shall be terminated as promptly as
practicable following the Liquidation Date.

1.8 Any reporting responsibility of the Company with respect to the
Acquired Fund, including, but not limited to, the responsibility for filing of
regulatory reports, tax returns, or other documents with the Securities and
Exchange Commission (the "Commission"), any state securities commissions, and
any federal, state or local tax authorities or any other relevant regulatory
authority, is and shall remain the responsibility of the Company.

2. VALUATION

2.1 The net asset values of the Class A and Class B Acquiring Fund Shares
and the net values of the assets of the Acquired Fund attributable to its Class
A and Class B shares to be transferred shall in each case be determined as of
the close of business (4:00 p.m. Boston time) on the Closing Date. The net asset
values of the Class A and Class B Acquiring Fund Shares shall be computed by the
Custodian in the manner set forth in the Company's Articles of Incorporation, as
amended and restated, or By-laws and the Acquiring

A-3
<PAGE> 39

Fund's then-current prospectus and statement of additional information and shall
be computed in each case to not fewer than four decimal places. The net values
of the assets of the Acquired Fund attributable to its Class A and Class B
shares to be transferred shall be computed by the Custodian by calculating the
value of the assets of each class transferred by the Acquired Fund and by
subtracting therefrom the amount of the liabilities of each respective class
assigned and transferred to and assumed by the Acquiring Fund on the Closing
Date, said assets and liabilities to be valued in the manner set forth in the
Acquired Fund's then-current prospectus and statement of additional information
and shall be computed in each case to not fewer than four decimal places.

2.2 The number of shares of each class of Acquiring Fund Shares to be
issued (including fractional shares, if any) in exchange for the Acquired Fund's
assets shall be determined by dividing the value of the Acquired Fund's assets
attributable to a class, less the liabilities attributable to that class assumed
by the Acquiring Fund, by the Acquiring Fund's net asset value per share of the
same class, all as determined in accordance with Paragraph 2.1 hereof.

2.3 All computations of value shall be made by the Custodian in accordance
with its regular practice as pricing agent for the Funds.

3. CLOSING AND CLOSING DATE

3.1 The Closing Date shall be July 28, 1995 or such other date on or before
December 31, 1995, as the parties may agree in writing. The Closing shall be
held as of 5:00 p.m. at the offices of the Company, 101 Huntington Avenue,
Boston, Massachusetts 02199, or at such other time and/or place as the parties
may agree in writing.

3.2 Portfolio securities that are not held in book-entry form in the name
of the Custodian as record holder for the Acquired Fund shall be presented by
the Acquired Fund to the Custodian for examination no later than five business
days preceding the Closing Date. Portfolio securities which are not held in
book-entry form shall be delivered by the Acquired Fund to the Custodian for the
account of the Acquiring Fund on the Closing Date, duly endorsed in proper form
for transfer, in such condition as to constitute good delivery thereof in
accordance with the custom of brokers, and shall be accompanied by all necessary
federal and state stock transfer stamps or a check for the appropriate purchase
price thereof. Portfolio securities held of record by the Custodian in
book-entry form on behalf of the Acquired Fund shall be delivered to the
Acquiring Fund by the Custodian by recording the transfer of beneficial
ownership thereof on its records. The cash delivered shall be in the form of
currency or by the Custodian crediting the Acquiring Fund's account maintained
with the Custodian with immediately available funds.

A-4
<PAGE> 40

3.3 In the event that on the Closing Date (a) the New York Stock Exchange
shall be closed to trading or trading thereon shall be restricted or (b) trading
or the reporting of trading on said Exchange or elsewhere shall be disrupted so
that accurate appraisal of the value of the net assets of the Acquiring Fund or
the Acquired Fund is impracticable, the Closing Date shall be postponed until
the first business day after the day when trading shall have been fully resumed
and reporting shall have been restored; provided that if trading shall not be
fully resumed and reporting restored on or before December 31, 1995, this
Agreement may be terminated by the Acquiring Fund or by the Acquired Fund upon
the giving of written notice to the other party.

3.4 The Acquired Fund shall deliver at the Closing a list of the names,
addresses, federal taxpayer identification numbers and backup withholding and
nonresident alien withholding status of the Acquired Fund shareholders and the
number of outstanding shares of each class of common stock of the Acquired Fund
owned by each such shareholder, all as of the close of business on the Closing
Date, certified by its Treasurer, Secretary or other authorized officer (the
"Shareholder List"). The Acquiring Fund shall issue and deliver to the Acquired
Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the
Closing Date, or provide evidence satisfactory to the Acquired Fund that such
Acquiring Fund Shares have been credited to the Acquired Fund's account on the
books of the Acquiring Fund. At the Closing, each party shall deliver to the
other such bills of sale, checks, assignments, stock certificates, receipts or
other documents as such other party or its counsel may reasonably request.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Company on behalf of the Acquired Fund represents, warrants and
covenants to the Acquiring Fund as follows:

(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Maryland and has the power
to own all of its properties and assets and, subject to approval by the
shareholders of the Acquired Fund, to carry out the transactions
contemplated by this Agreement. Neither the Company nor the Acquired Fund
is required to qualify to do business in any jurisdiction in which it is
not so qualified or where failure to qualify would not subject it to any
material liability or disability. The Company has all necessary federal,
state and local authorizations to own all of its properties and assets and
to carry on its business as now being conducted;

(b) The Company is a registered investment company classified as a
management company and its registration with the Commission as an
investment company under the Investment Company Act of 1940, as

A-5
<PAGE> 41

amended (the "1940 Act"), is in full force and effect. The Acquired Fund is
a non-diversified series of the Company;

(c) The Company and the Acquired Fund are not, and the execution,
delivery and performance of their obligations under this Agreement will not
result, in violation of any provision of the Company's Articles of
Incorporation, as amended and restated, or By-Laws or of any agreement,
indenture, instrument, contract, lease or other undertaking to which the
Company or the Acquired Fund is a party or by which it is bound;

(d) Except as otherwise disclosed in writing and accepted by the
Acquiring Fund, no material litigation or administrative proceeding or
investigation of or before any court or governmental body is currently
pending or threatened against the Company or the Acquired Fund or any of
the Acquired Fund's properties or assets. The Company knows of no facts
which might form the basis for the institution of such proceedings, and
neither the Company nor the Acquired Fund is a party to or subject to the
provisions of any order, decree or judgment of any court or governmental
body which materially and adversely affects the Acquired Fund's business or
its ability to consummate the transactions herein contemplated;

(e) The Acquired Fund has no material contracts or other commitments
(other than this Agreement or agreements for the purchase of securities
entered into in the ordinary course of business and consistent with its
obligations under this Agreement) which will not be terminated without
liability to the Acquired Fund at or prior to the Closing Date;

(f) The statement of assets and liabilities, including the schedule of
investments, of the Acquired Fund as of June 30, 1995 and the related
statement of operations for the six months then ended (unaudited), and the
statement of assets and liabilities, including the schedule of investments,
of the Acquired Fund as of December 31, 1994 and the related statement of
operations for the year then ended, and the statement of changes in net
assets for the years ended December 31, 1994 and 1993 (audited by Price
Waterhouse LLP) (copies of which have been furnished to the Acquiring Fund)
present fairly in all material respects the financial condition of the
Acquired Fund as of June 30, 1995 and December 31, 1994, respectively, and
the results of its operations and changes in net assets for the respective
stated periods in accordance with generally accepted accounting principles
consistently applied, and there were no actual or contingent liabilities of
the Acquired Fund as of the respective dates thereof not disclosed therein;

(g) Since June 30, 1995, there has not been any material adverse
change in the Acquired Fund's financial condition, assets, liabilities, or

A-6
<PAGE> 42

business other than changes occurring in the ordinary course of business,
or any incurrence by the Acquired Fund of indebtedness maturing more than
one year from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Acquiring Fund;

(h) At the date hereof and by the Closing Date, all federal, state and
other tax returns and reports, including information returns and payee
statements, of the Acquired Fund required by law to have been filed or
furnished by such dates shall have been filed or furnished, and all
federal, state and other taxes, interest and penalties shall have been paid
so far as due, or provision shall have been made for the payment thereof,
and to the best of the Acquired Fund's knowledge no such return is
currently under audit and no assessment has been asserted with respect to
such returns or reports;

(i) The Acquired Fund has elected to be treated as a regulated
investment company for federal income tax purposes, has qualified as such
for each taxable year of its operation and will qualify as such as of the
Closing Date with respect to its final taxable year ending on the Closing
Date;

(j) The authorized capital of the Company consists of 200,000,000
shares of common stock divided into two series, the Acquiring Fund and the
Acquired Fund. The Acquired Fund consists of 80 million shares, $1.25 par
value, which are divided into two classes, Class A and Class B, each with
40 million shares. All issued and outstanding shares of common stock of the
Acquired Fund are, and at the Closing Date will be, duly and validly issued
and outstanding, fully paid and nonassessable by the Company. All of the
issued and outstanding shares of common stock of the Acquired Fund will, at
the time of Closing, be held by the persons and in the amounts and classes
set forth in the Shareholder List submitted to the Acquiring Fund pursuant
to Paragraph 3.4 hereof. The Acquired Fund does not have outstanding any
options, warrants or other rights to subscribe for or purchase any of its
shares of common stock, nor is there outstanding any security convertible
into any of its shares of common stock;

(k) At the Closing Date, the Acquired Fund will have good and
marketable title to the assets to be transferred to the Acquiring Fund
pursuant to Paragraph 1.1 hereof, and full right, power and authority to
sell, assign, transfer and deliver such assets hereunder, and upon delivery
and payment for such assets, the Company on behalf of the Acquiring Fund
will acquire good and marketable title thereto subject to no restrictions
on the full transfer thereof, including such restrictions as might arise
under the Securities Act of 1933, as amended (the "1933 Act");

A-7
<PAGE> 43

(l) The execution, delivery and performance of this Agreement have
been duly authorized by all necessary action on the part of the Company on
behalf of the Acquired Fund, and this Agreement constitutes a valid and
binding obligation of the Company and the Acquired Fund enforceable in
accordance with its terms, subject to the approval of the Acquired Fund's
shareholders;

(m) The information to be furnished by the Acquired Fund to the
Acquiring Fund for use in applications for orders, registration statements,
proxy materials and other documents which may be necessary in connection
with the transactions contemplated hereby shall be accurate and complete
and shall comply in all material respects with federal securities and other
laws and regulations thereunder applicable thereto;

(n) The proxy statement of the Acquired Fund (the "Proxy Statement")
to be included in the Registration Statement referred to in Paragraph 5.7
hereof (other than written information furnished by the Acquiring Fund for
inclusion therein, as covered by the Acquiring Fund's warranty in Paragraph
4.2(m) hereof), on the effective date of the Registration Statement, on the
date of the meeting of the Acquired Fund shareholders and on the Closing
Date, shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which such
statements were made, not misleading;

(o) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Acquired
Fund of the transactions contemplated by this Agreement;

(p) All of the issued and outstanding shares of common stock of the
Acquired Fund have been offered for sale and sold in conformity with all
applicable federal and state securities laws;

(q) The prospectus of the Acquired Fund, dated May 1, 1995 (the
"Acquired Fund Prospectus"), previously furnished to the Acquiring Fund,
does not contain any untrue statements of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made,
not misleading.

4.2 The Company on behalf of the Acquiring Fund represents, warrants and
covenants to the Acquired Fund as follows:

A-8
<PAGE> 44

qualify to do business in any jurisdiction in which it is not so qualified
or where failure to qualify would not subject it to any material liability
or disability. The Company has all necessary federal, state and local
authorizations to own all of its properties and assets and to carry on its
business as now being conducted;

(b) The Company is a registered investment company classified as a
management company and its registration with the Commission as an
investment company under the 1940 Act is in full force and effect. The
Acquiring Fund is a diversified series of the Company;

(c) The prospectus (the "Acquiring Fund Prospectus") and statement of
additional information for Class A and Class B shares of the Acquiring
Fund, each dated May 1, 1995, and any amendments or supplements thereto on
or prior to the Closing Date, and the Registration Statement on Form N-14
to be filed in connection with this Agreement (the "Registration
Statement") (other than written information furnished by the Acquired Fund
for inclusion therein, as covered by the Acquired Fund's warranty in
Paragraph 4.1(m) hereof) will conform in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder, the Acquiring Fund Prospectus
does not include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading and the Registration Statement will not include any
untrue statement of material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;

(d) At the Closing Date, the Company on behalf of the Acquiring Fund
will have good and marketable title to the assets of the Acquiring Fund;

(e) The Company and the Acquiring Fund are not, and the execution,
delivery and performance of their obligations under this Agreement will not
result, in violation of any provisions of the Company's Articles of
Amendment and Restatement, as amended and restated, or By-laws or of any
agreement, indenture, instrument, contract, lease or other undertaking to
which the Company or the Acquiring Fund is a party or by which the Company
or the Acquiring Fund is bound;

(f) Except as otherwise disclosed in writing and accepted by the
Acquired Fund, no material litigation or administrative proceeding or
investigation of or before any court or governmental body is currently
pending or threatened against the Company or the Acquiring Fund or any

A-9
<PAGE> 45

of the Acquiring Fund's properties or assets. The Company knows of no facts
which might form the basis for the institution of such proceedings, and
neither the Company nor the Acquiring Fund is a party to or subject to the
provisions of any order, decree or judgment of any court or governmental
body which materially and adversely affects the Acquiring Fund's business
or its ability to consummate the transactions herein contemplated;

(g) The statement of assets and liabilities of the Acquiring Fund, as
of June 30, 1995, and the related statement of operations for the period
then ended and the schedule of investments (unaudited) (copies of which
have been furnished to the Acquired Fund), present fairly in all material
respects the financial position of the Acquiring Fund as of June 30, 1995
and the results of its operations for the period then ended in accordance
with generally accepted accounting principles consistently applied and
there are no known actual or contingent liabilities of the Acquiring Fund
as of the respective dates thereof not disclosed herein;

(h) Since June 30, 1995, there has not been any material adverse
change in the Acquiring Fund's financial condition, assets, liabilities or
business other than changes occurring in the ordinary course of business,
or any incurrence by the Company on behalf of the Acquiring Fund of
indebtedness maturing more than one year from the date such indebtedness
was incurred;

(i) The Acquiring Fund has elected to be treated as a regulated
investment company for federal income tax purposes, has qualified as such
for each taxable year of its operation and will qualify as such as of the
Closing Date;

(j) The authorized capital of the Company consists of 200,000,000
shares of common stock divided into two series, the Acquiring Fund and the
Acquired Fund. The Acquiring Fund consists of 100 million shares, $0.20 par
value, which are divided into two classes, Class A and Class B, each with
50 million shares. All issued and outstanding shares of common stock of the
Acquiring Fund are, and at the Closing Date will be, duly and validly
issued and outstanding, fully paid and nonassessable by the Company. The
Acquiring Fund does not have outstanding any options, warrants or other
rights to subscribe for or purchase any of its shares of common stock, nor
is there outstanding any security convertible into any of its shares of
common stock;

(k) The execution, delivery and performance of this Agreement have
been duly authorized by all necessary action on the part of the Company on
behalf of the Acquiring Fund, and this Agreement consti-

A-10
<PAGE> 46

tutes a valid and binding obligation of the Acquiring Fund enforceable in
accordance with its terms;

(l) The Acquiring Fund Shares to be issued and delivered to the
Acquired Fund pursuant to the terms of this Agreement, when so issued and
delivered, will be duly and validly issued shares of common stock of the
Acquiring Fund and will be fully paid and nonassessable by the Company;

(m) The information to be furnished by the Acquiring Fund for use in
applications for orders, registration statements, proxy materials and other
documents which may be necessary in connection with the transactions
contemplated hereby shall be accurate and complete and shall comply in all
material respects with federal securities and other laws and regulations
applicable thereto; and

(n) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Acquiring
Fund of the transactions contemplated by the Agreement, except for the
registration of the Acquiring Fund Shares under the 1933 Act, the 1940 Act
and under state securities laws.

5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

5.1 Except as expressly contemplated herein to the contrary, the Company,
on behalf of both the Acquiring Fund and the Acquired Fund, will operate its
respective businesses in the ordinary course between the date hereof and the
Closing Date, it being understood that such ordinary course of business will
include customary dividends and distributions and any other distributions
necessary or desirable to avoid federal income or excise taxes.

5.2 The Company will call a meeting of the Acquired Fund shareholders to
consider and act upon this Agreement and to take all other action necessary to
obtain approval of the transactions contemplated herein.

5.3 The Acquired Fund covenants that the Acquiring Fund Shares to be issued
hereunder are not being acquired by the Acquired Fund for the purpose of making
any distribution thereof other than in accordance with the terms of this
Agreement.

5.4 The Company on behalf of the Acquired Fund will provide such
information within its possession or reasonably obtainable as the Company on
behalf of the Acquiring Fund requests concerning the beneficial ownership of the
Acquired Fund's shares of common stock.

5.5 Subject to the provisions of this Agreement, the Acquiring Fund and the
Acquired Fund each shall take, or cause to be taken, all action, and do or

A-11
<PAGE> 47

cause to be done, all things reasonably necessary, proper or advisable to
consummate the transactions contemplated by this Agreement.

5.6 The Company on behalf of the Acquired Fund shall furnish to the Company
on behalf of the Acquiring Fund on the Closing Date the Statement of Assets and
Liabilities of the Acquired Fund as of the Closing Date, which statement shall
be prepared in accordance with generally accepted accounting principles
consistently applied and shall be certified by the Company's Treasurer or
Assistant Treasurer. As promptly as practicable but in any case within 60 days
after the Closing Date, the Acquired Fund shall furnish to the Acquiring Fund,
in such form as is reasonably satisfactory to the Company, a statement of the
earnings and profits of the Acquired Fund for federal income tax purposes and of
any capital loss carryovers and other items that will be carried over to the
Acquiring Fund as a result of Section 381 of the Code, and which statement will
be certified by the President of the Acquired Fund.

5.7 The Company on behalf of the Acquiring Fund will prepare and file with
the Commission the Registration Statement in compliance with the 1933 Act and
the 1940 Act in connection with the issuance of the Acquiring Fund Shares as
contemplated herein.

5.8 The Company on behalf of the Acquired Fund will prepare a Proxy
Statement, to be included in the Registration Statement in compliance with the
1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and
the 1940 Act and the rules and regulations thereunder (collectively, the "Acts")
in connection with the special meeting of shareholders of the Acquired Fund to
consider approval of this Agreement.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
COMPANY ON BEHALF OF THE ACQUIRED FUND

The obligations of the Company on behalf of the Acquired Fund to complete
the transactions provided for herein shall be, at its election, subject to the
performance by the Company on behalf of the Acquiring Fund of all the
obligations to be performed by it hereunder on or before the Closing Date, and,
in addition thereto, the following further conditions:

6.1 All representations and warranties of the Company on behalf of the
Acquiring Fund contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing Date with the
same force and effect as if made on and as of the Closing Date; and

6.2 The Company on behalf of the Acquiring Fund shall have delivered to the
Acquired Fund a certificate executed in its name by the Company's President or
Vice President and its Treasurer or Assistant Treasurer, in form and substance
satisfactory to the Acquired Fund and dated as of the Closing

A-12
<PAGE> 48

Date, to the effect that the representations and warranties of the Company on
behalf of the Acquiring Fund made in this Agreement are true and correct at and
as of the Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, and as to such other matters as the Company on
behalf of the Acquired Fund shall reasonably request.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
COMPANY ON BEHALF OF THE ACQUIRING FUND

The obligations of the Company on behalf of the Acquiring Fund to complete
the transactions provided for herein shall be, at its election, subject to the
performance by the Company on behalf of the Acquired Fund of all the obligations
to be performed by it hereunder on or before the Closing Date and, in addition
thereto, the following conditions:

7.1 All representations and warranties of the Company on behalf of the
Acquired Fund contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing Date with the
same force and effect as if made on and as of the Closing Date;

7.2 The Company on behalf of the Acquired Fund shall have delivered to the
Company on behalf of the Acquiring Fund the Statement of Assets and Liabilities
of the Acquired Fund, together with a list of its portfolio securities showing
the federal income tax bases and holding periods of such securities, as of the
Closing Date, certified by the Treasurer or Assistant Treasurer of the Company;

7.3 The Company on behalf of the Acquired Fund shall have delivered to the
Company on behalf of the Acquiring Fund on the Closing Date a certificate
executed in the name of the Acquired Fund by a President or Vice President and a
Treasurer or Assistant Treasurer of the Company, in form and substance
satisfactory to the Acquiring Fund and dated as of the Closing Date, to the
effect that the representations and warranties of the Company on behalf of the
Acquired Fund in this Agreement are true and correct at and as of the Closing
Date, except as they may be affected by the transactions contemplated by this
Agreement, and as to such other matters as the Company on behalf of the
Acquiring Fund shall reasonably request; and

7.4 At or prior to the Closing Date, the Acquired Fund's investment
adviser, or an affiliate thereof, shall have made all payments, or applied all
credits, to the Acquired Fund required by any applicable contractual or state-
imposed expense limitation.

A-13
<PAGE> 49

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY, THE ACQUIRING
FUND AND THE ACQUIRED FUND

The obligations of the Company, the Acquiring Fund and the Acquired Fund
hereunder are each subject to the further conditions that on or before the
Closing Date:

8.1 The Agreement and the transactions contemplated herein shall have been
approved by the requisite vote of the holders of the outstanding shares of
common stock of the Acquired Fund in accordance with the provisions of the
Company's Articles of Amendment and Restatement, as amended and restated, and
By-Laws, and certified copies of the resolutions evidencing such approval by the
Acquired Fund's shareholders shall have been delivered by the Acquired Fund to
the Company on behalf of the Acquiring Fund;

8.2 On the Closing Date no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain changes or other relief in connection with, this
Agreement or the transactions contemplated herein;

8.3 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state Blue Sky and securities authorities, including
"no-action" positions of such federal or state authorities) deemed necessary by
the Company to permit consummation, in all material respects, of the
transactions contemplated hereby shall have been obtained, except where failure
to obtain any such consent, order or permit would not involve a risk of a
material adverse effect on the assets or properties of the Acquiring Fund or the
Acquired Fund, provided that either party hereto may waive any such conditions
for itself;

8.4 The Registration Statement shall have become effective under the 1933
Act and the 1940 Act and no stop orders suspending the effectiveness thereof
shall have been issued and, to the best knowledge of the parties hereto, no
investigation or proceeding for that purpose shall have been instituted or be
pending, threatened or contemplated under the 1933 Act or the 1940 Act;

8.5 The Acquired Fund shall have distributed to its shareholders all of its
investment company taxable income (as defined in Section 852(b)(2) of the Code)
for its taxable year ending on the Closing Date and all of its net capital gain
(as such term is used in Section 852(b)(3)(C) of the Code), after reduction by
any available capital loss carryforward, for its taxable year ending on the
Closing Date; and

8.6 The parties shall have received an opinion of Messrs. Hale and Dorr,
satisfactory to the Company on behalf of the Acquired Fund and the

A-14
<PAGE> 50

Company on behalf of the Acquiring Fund, substantially to the effect that for
federal income tax purposes:

(a) The acquisition by the Acquiring Fund of all of the assets of the
Acquired Fund solely in exchange for the issuance of Acquiring Fund Shares
to the Acquired Fund and the assumption of all of the Acquired Fund
Liabilities by the Acquiring Fund, followed by the distribution by the
Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund
Shares to the shareholders of the Acquired Fund in exchange for their
shares of common stock of the Acquired Fund and the termination of the
Acquired Fund, will constitute a reorganization within the meaning of
Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund
will each be "a party to a reorganization" within the meaning of Section
368(b) of the Code;

(b) No gain or loss will be recognized by the Acquired Fund upon (i)
the transfer of all of its assets to the Acquiring Fund solely in exchange
for the issuance of Acquiring Fund Shares to the Acquired Fund and the
assumption of all of the Acquired Fund Liabilities by the Acquiring Fund
and (ii) the distribution by the Acquired Fund of such Acquiring Fund
Shares to the shareholders of the Acquired Fund;

(c) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund solely in exchange for the
issuance of the Acquiring Fund Shares to the Acquired Fund and the
assumption of all of the Acquired Fund Liabilities by the Acquiring Fund;

(d) The basis of the assets of the Acquired Fund acquired by the
Acquiring Fund will be, in each instance, the same as the basis of those
assets in the hands of the Acquired Fund immediately prior to the transfer;

(e) The tax holding period of the assets of the Acquired Fund in the
hands of the Acquiring Fund will, in each instance, include the Acquired
Fund's tax holding period for those assets;

(f) The shareholders of the Acquired Fund will not recognize gain or
loss upon the exchange of all of their shares of common stock of the
Acquired Fund solely for Acquiring Fund Shares as part of the transaction;

(g) The basis of the Acquiring Fund Shares received by the Acquired
Fund shareholders in the transaction will be the same as the basis of the
shares of common stock of the Acquired Fund surrendered in exchange
therefor; and

A-15
<PAGE> 51

(h) The tax holding period of the Acquiring Fund Shares received by
the Acquired Fund shareholders will include, for each shareholder, the tax
holding period for his shares of common stock of the Acquired Fund
surrendered in exchange therefor, provided that such Acquired Fund shares
were held as capital assets on the date of the exchange.

The Company, on behalf of each of the Acquiring Fund and the Acquired Fund,
agrees to make and provide representations with respect to the Acquiring Fund
and the Acquired Fund, respectively, which are reasonably necessary to enable
Hale and Dorr to deliver an opinion substantially as set forth in this Paragraph
8.6. Notwithstanding anything herein to the contrary, the Company may not waive
the conditions set forth in this Paragraph 8.6.

9. BROKERAGE FEES AND EXPENSES

9.1 The Company, on behalf of the Acquiring Fund and the Acquired Fund,
represents and warrants to the Acquired Fund and the Acquiring Fund,
respectively, that there are no brokers or finders entitled to receive any
payments in connection with the transactions provided for herein.

9.2 The Acquiring Fund and the Acquired Fund shall each be liable solely
for its own expenses incurred in connection with entering into and carrying out
the provisions of this Agreement whether or not the transactions contemplated
hereby are consummated.

10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1 The Company, on behalf of each of the Acquiring Fund and the Acquired
Fund, agrees that neither party has made any representation, warranty or
covenant not set forth herein or referred to in Paragraph 4 hereof and that this
Agreement constitutes the entire agreement between the parties.

10.2 The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.

11. TERMINATION

11.1 This Agreement may be terminated by the mutual agreement of the
Company, on behalf of the Acquiring Fund, and the Company, on behalf of the
Acquired Fund. In addition, either party may at its option terminate this
Agreement at or prior to the Closing Date:

(a) because of a material breach by the other of any representation,
warranty, covenant or agreement contained herein to be performed at or
prior to the Closing Date;

A-16
<PAGE> 52

(b) because of a condition herein expressed to be precedent to the
obligations of the terminating party which has not been met and which
reasonably appears will not or cannot be met; or

(c) by resolution of the Company's Board of Directors if circumstances
should develop that, in the good faith opinion of such Board, make
proceeding with the Agreement not in the best interest of either party's
shareholders.

11.2 In the event of any such termination, there shall be no liability for
damages on the part of the Company, the Acquiring Fund or the Acquired Fund, or
the Directors or officers of the Company, but each party shall bear the expenses
incurred by it incidental to the preparation and carrying out of this Agreement.

12. AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the
Company. However, following the meeting of shareholders of the Acquired Fund
held pursuant to Paragraph 5.2 of this Agreement, no such amendment may have the
effect of changing the provisions regarding the method for determining the
number of Acquiring Fund Shares to be received by the Acquired Fund shareholders
under this Agreement to the detriment of such shareholders without their further
approval; provided that nothing contained in this Article 12 shall be construed
to prohibit the parties from amending this Agreement to change the Closing Date.

13. NOTICES

Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Acquiring Fund or to the
Acquired Fund, each at 101 Huntington Avenue, Boston, Massachusetts 02199,
Attention: President, and, in either case, with copies to Hale and Dorr, 60
State Street, Boston, Massachusetts 02109, Attention: Pamela J. Wilson, Esq.

14. HEADINGS; COUNTERPARTS; GOVERNING LAW;
ASSIGNMENT

14.1 The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

14.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.

A-17
<PAGE> 53
14.3 This Agreement shall be governed by and construed in accordance with
the laws of The Commonwealth of Massachusetts.

14.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the prior written consent of the other party. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by reason of
this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its President or Vice President and attested by its Secretary or
Assistant Secretary and has caused its corporate seal to be affixed hereto.

JOHN HANCOCK TECHNOLOGY
SERIES, INC.
on behalf of JOHN HANCOCK
GLOBAL TECHNOLOGY FUND

By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------

JOHN HANCOCK TECHNOLOGY
SERIES, INC.,
on behalf of JOHN HANCOCK
NATIONAL AVIATION &
TECHNOLOGY FUND

By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------

A-18
<PAGE> 54
EXHIBIT B
JOHN HANCOCK
GLOBAL TECHNOLOGY
FUND

CLASS A AND CLASS B SHARES
PROSPECTUS

MAY 1, 1995
<TABLE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS

<CAPTION>
Page
----
<S> <C>
Expense Information................................................................... B-2
The Fund's Financial Highlights....................................................... B-4
Investment Objectives and Policies.................................................... B-6
Organization and Management of the Fund............................................... B-11
Alternative Purchase Arrangements..................................................... B-12
The Fund's Expenses................................................................... B-14
Dividends and Taxes................................................................... B-15
Performance........................................................................... B-16
How to Buy Shares..................................................................... B-18
Share Price........................................................................... B-19
How to Redeem Shares.................................................................. B-27
Additional Services and Programs...................................................... B-29
</TABLE>

This Prospectus sets forth information about John Hancock Global Technology
Fund (the "Fund"), a diversified series of John Hancock Technology Series, Inc.
(the "Company"), that you should know before investing. Please read and retain
it for future reference.

Additional information about the Fund has been filed with the Securities and
Exchange Commission (the "SEC"). You can obtain a copy of the Fund's Statement
of Additional Information, dated May 1, 1995, and incorporated by reference into
this Prospectus, free of charge by writing or telephoning: John Hancock Investor
Services Corporation, Post Office Box 9116, Boston, Massachusetts 02199-9116,
1-800-225-5291, (1-800-554-6713 TDD).

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

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

B-1

<PAGE> 55
<TABLE>
EXPENSE INFORMATION

The purpose of the following information is to help you understand the various
fees and expenses that you will bear, directly or indirectly, when you purchase
Fund shares. The operating expenses included in the table and hypothetical
example below are based on fees and expenses of the Fund's Class A and Class B
shares for the fiscal year ended December 31, 1994, adjusted to reflect current
fees and expenses. Actual fees and expenses in the future 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)............. 5.00%* None
Maximum sales charge imposed on reinvested dividends...................................... None None
Maximum deferred sales charge............................................................. None* 5.00%
Redemption fees+.......................................................................... None None
Exchange fee.............................................................................. None None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management fee** (net of waiver).......................................................... 0.85% 0.85%
12b-1 fee***.............................................................................. 0.30% 1.00%
Other expenses............................................................................ 1.05% 0.87%
Total Fund operating expenses............................................................. 2.20% 2.72%

<FN>
- ---------------
* No sales charge is payable at the time of purchase on investments of $1
million or more, but a contingent deferred sales charge may be imposed on
these investments, as described under the caption "Share Price," in the
event of certain redemption transactions within one year of purchase.
** In the absence of waiver by the Adviser, the annual fund operating expenses
for Class A and Class B shares, respectively, or estimate to be: Management
fee 1.00% and 1.00% and total expenses 2.35% and 2.87%.
*** The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average daily net assets, and the remaining portion will
be used to cover distribution expenses; but the remaining portion for Class
B shares will never exceed 0.75% of average daily net assets.
+ Redemption by wire fee (currently $4.00) not included.
</TABLE>

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.................................................................... $ 71 $ 115 $ 162 $291
Class B Shares
--Assuming complete redemption at end of period................................. $ 78 $ 114 $ 164 $293
--Assuming no redemption........................................................ $ 31 $ 84 $ 144 $293
(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 initial
front-end sales charge permitted under the National Association of Securities
Dealers Rules of Fair Practice.

B-2

<PAGE> 56

The management and 12-b 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."

B-3

<PAGE> 57
<TABLE>
THE FUND'S FINANCIAL HIGHLIGHTS
The following table of Financial Highlights has been examined by the Fund's
independent accountants. Price Waterhouse LLP has been the Fund's independent
accountants since January 1, 1992. Their unqualified report is included in the
Fund's 1994 Annual Report and is included in the Statement of Additional
Information. The Fund's financial highlights were audited by KPMG Peat Marwick
LLP prior to January 1, 1992. Further information about the performance of the
Fund is contained in the Fund's Annual Report to shareholders, that 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 each class of shares outstanding throughout each period
indicated is as follows:
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of
Period............................. $17.45 $14.94 $15.60 $12.44 $16.93 $15.31 $13.98
------ ------- ------- ------- ------- ------- -------
Net Investment Income (Loss).......... (0.22)(a) (0.21) (0.15)(b) 0.05 (0.04) 0.10 0.15
Net Realized and Unrealized Gain
(Loss) on Investments, Options and
Foreign Currency Transactions........ 1.87 4.92 1.00 4.11 (3.09) 2.43 1.32
------ ------- ------- ------- ------- ------- -------
Total from Investment Operations... 1.65 4.71 0.85 4.16 (3.13) 2.53 1.47
------ ------- ------- ------- ------- ------- -------
Less Distributions:
Dividends from Net Investment
Income............................... -- -- -- (0.04) -- (0.13) (0.14)
Distributions from Net Realized Gain
on Investments, Options and Foreign
Currency Transactions................ (1.26) (2.20) (1.51) (0.96) (1.36) (0.78) --
------ ------- ------- ------- ------- ------- -------
Total Distributions................ (1.26) (2.20) (1.51) (1.00) (1.36) (0.91) (0.14)
------ ------- ------- ------- ------- ------- -------
Net Asset Value, End of Period........ $17.84 $17.45 $14.94 $15.60 $12.44 $16.93 $15.31
====== ======= ======= ======= ======= ====== ======
Total Investment Return at Net
Asset Value....................... 9.62% 32.06% 5.70%(c) 33.05% (18.46)% 16.61% 10.48%
------ ------- ------- ------- ------- ------- -------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (000's
omitted)............................. $52,193 $41,749 $32,094 $31,580 $28,864 $40,341 $38,594
Ratio of Expenses to Average Net
Assets............................... 2.16% 2.10% 2.05%(b) 2.32% 2.36% 1.90% 1.75%
Ratio of Net Investment Income (Loss)
to Average Net Assets................ (1.25)% (1.49)% (0.88)%(b) 0.34% (0.28)% 0.60% 0.89%
Portfolio Turnover Rate............... 67% 86% 76% 67% 38% 30% 12%

<CAPTION>
1987 1986 1985
------ ------ ------
<S> <C> <C> <C>
CLASS A
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of
Period............................... $ 13.80 $13.57 $11.89
------- ------ ------
Net Investment Income (Loss).......... 0.15 0.14 0.22
Net Realized and Unrealized Gain
(Loss) on Investments, Options and
Foreign Currency Transactions........ 0.26 0.25 1.80
------- ------ ------
Total from Investment Operations... 0.41 0.39 2.02
------- ------ ------
Less Distributions:
Dividends from Net Investment
Income............................... (0.23) (0.16) (0.34)
Distributions from Net Realized Gain
on Investments, Options and Foreign
Currency Transactions................ -- -- --
------- ------ ------
Total Distributions................ (0.23) (0.16) (0.34)
------- ------ ------
Net Asset Value, End of Period........ $ 13.98 $13.80 $13.57
======= ====== ======
Total Investment Return at Net Asset
Value................................ 2.84% 2.89% 17.34%
------- ------ ------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (000's
omitted)............................. $44,224 $56,927 $80,223
Ratio of Expenses to Average Net
Assets............................... 1.63% 1.75% 1.30%
Ratio of Net Investment Income (Loss)
to Average Net Assets................ 0.75% 0.77% 1.65%
Portfolio Turnover Rate............... 9% 6% 9%
</TABLE>

B-4
<PAGE> 58
<TABLE>
<CAPTION>
PERIOD ENDED
DECEMBER 31,
1994
-------------
<S> <C>
CLASS B(d)
Per Share Operating Performance
Net Asset Value, Beginning of Period....... $17.24(e)
Net Investment Loss........................ (0.35)(a)
Net Realized and Unrealized Gain on
Investments and Options................... (2.05)
-----
Total from Investment Operations........ 1.70
-----
Less Distributions:
Distributions from Net Realized Gain on
Investments Sold and Options.............. (1.26)
-----
Net Asset Value, End of Period............. $17.68
=======
Total Investment Return at Net Asset
Value..................................... 10.02%

RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (000's
omitted).................................. $9,324
Ratio of Expenses to Average Net Assets.... 2.90%(f)
Ratio of Net Investment Loss to Average Net
Assets.................................... (1.98)%(f)
Portfolio Turnover Rate.................... 67%
<FN>
- ---------------

(a) On average month end shares outstanding.
(b) Reflects voluntary expense limitations in effect during the year
ended December 31, 1992. As a result of such limitations, expenses
of the Fund for 1992 reflect reductions of $0.03 per share. Absent
such limitations, for 1992, the ratio of expenses to average net assets
would have been 2.22% and the ratio of net investment income to average
net assets would have been (1.05%).
(c) Without the expense limitation, total investment return would have
been lower.
(d) Class B shares commenced operations on January 3, 1994.
(e) Initial price to commence operations.
(f) On an annualized basis.
</TABLE>

B-5
<PAGE> 59
INVESTMENT OBJECTIVES AND POLICIES

THE FUND'S INVESTMENT OBJECTIVE IS TO SEEK LONG-TERM CAPITAL GROWTH
THROUGH INVESTMENTS PRINCIPALLY IN COMPANIES THAT RELY EXTENSIVELY ON
TECHNOLOGY.

The Fund's primary investment objective is long-term capital growth
through investments principally in equity securities of companies that rely
extensively on technology in their product development or operations. Income is
a secondary objective. The Fund believes that its shares are suitable for
investment by persons who are in search of above-average long-term returns.
There is no assurance that the Fund will achieve its investment objectives.

Under normal market conditions, at least 65% of the Fund's total assets
are invested in securities of the technology companies noted above. Management
strives to realize the Fund's primary investment objective through the careful
selection and continuous supervision of the Fund's portfolio of U.S. and
foreign securities. The Fund's portfolio is primarily comprised of common
stocks and securities convertible into common stocks, including convertible
bonds, convertible preferred stocks and warrants.

Investments in U.S. and foreign companies that rely extensively on
technology in product development or operations may be expected to benefit from
scientific developments and the application of technical advances resulting
from improving technology in many different fields, such as computer software
and hardware, semiconductors, telecommunications, defense and commercial
electronics, data storage and retrieval biotechnology and others. Generally,
investments will be made in securities of a company that relies extensively on
technology in product development or operations only if a significant part of
its assets are invested in, or a significant part of its total revenue or net
income is derived from, this technology.

When market conditions suggest a need for a defensive investment
strategy, the Fund may temporarily invest in short-term obligations of or
securities guaranteed by the U.S. government or its agencies or
instrumentalities, high quality bank certificates of deposit and commercial
paper. This temporary investment strategy is not designed to achieve the Fund's
primary investment objective.

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

COVERED CALL OPTIONS. The Fund may sell covered call options that are
listed on a national securities exchange against its portfolio securities.
Portfolio securities underlying these call options must have an aggregate value
(determined as of the sale date) not exceeding 5% of the net assets of the
Fund. A call option gives the purchaser of the option the right to buy, and
obligates the writer to sell, the underlying security at the exercise price at
any time during the option period,

B-6
<PAGE> 60

regardless of the security's market price upon exercise of the option. If the
price of the underlying security rises above the exercise price and the option
is exercised, the Fund loses the opportunity to profit from that portion of the
rise which exceeds the exercise price.

SECURITIES OF FOREIGN ISSUERS. The Fund may invest in securities of foreign
issuers. Normally the Fund will invest at least 65% of its net assets in
securities of issuers in at least three countries, that may include the United
States, but will not invest more than 25% of its net assets in any one foreign
country.

FOREIGN CURRENCY. The Fund may hold a portion of its assets in foreign
currencies, and enter into forward foreign currency exchange contracts, to
protect against changes in foreign currency exchange rates. A forward foreign
currency exchange contract involves an obligation to purchase or sell a
specific currency at a future date, at a price set at the time of entering into
the contract. Although certain strategies could minimize the risk of loss due
to a decline in the value of the hedged foreign currency, they could also limit
any potential gain which might result from an increase in the value of that
currency.

LOWER RATED SECURITIES. Consistent with its investment objectives, the
Fund may invest up to 10% of its net assets in fixed income securities of
public and private issuers. These securities include convertible and
non-convertible bonds and debentures, zero coupon bonds, payment-in-kind
securities, increasing rate note securities, participation interests, stripped
debt securities and other derivative debt securities. The value of fixed income
securities generally varies inversely with interest rate changes. Convertible
issues, while influenced by the level of interest rates, are also subject to
the changing value of the underlying common stock into which they are
convertible.

The Fund invests only in fixed income securities that, at the time of
investment, are rated CC or higher by Standard & Poor's Ratings Group
("Standard & Poor's") or Ca or higher by Moody's Investors Service, Inc.
("Moody's") or their equivalent, and unrated fixed income securities of
comparable quality as determined by John Hancock Advisers, Inc. (the
"Adviser"). Bonds rated CC or Ca are highly speculative and are often in
default or have other marked shortcomings. Lower rated securities are generally
referred to as junk bonds. Bonds that have a rating of BBB or lower from
Standard & Poor's, Baa or lower from Moody's or an equivalent rating, and
unrated bonds of comparable quality are considered speculative. While generally
providing greater income than investments in higher quality securities, these
bonds involve greater risk of loss of principal and income, including the
possibility of default. The bonds may have greater price volatility, especially
during periods of economic uncertainty or change. In addition, the market for
bonds rated BBB, Baa or lower may be less liquid than the market for higher
rated securities. Therefore, the Adviser's judgment may at times play a greater
role in the performance and valuation of the Fund's investments in these
securities.

B-7

<PAGE> 61

Maturity generally is not a significant factor in the Adviser's
security selection process. Accordingly, the Fund may invest in fixed income
securities of any maturity.

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

RESTRICTED SECURITIES. The Fund may purchase restricted securities
including those that can be offered and sold to "qualified institutional
buyers" under Rule 144A under the Securities Act of 1933 (the "Securities
Act"). The Board of Directors will monitor the Fund's investments in these
securities, focusing on certain factors, including valuation, liquidity and
availability of information. Purchases of restricted securities are subject to
restrictions, which prohibit the Fund from investing more than 5% of its net
assets in these securities and limits all the Fund's illiquid and restricted
securities to not more than 15% of its net assets.

LENDING OF SECURITIES. The Fund may lend portfolio securities to
brokers, dealers, and financial institutions if the loan is collateralized by
cash or U.S. Government securities according to applicable regulatory
requirements. The Fund may reinvest any cash collateral in short-term
securities. When the Fund lends portfolio securities, there is a risk that the
borrower may fail to return the loaned securities. As a result, the Fund may
incur a loss or, in the event of the borrower's bankruptcy, the Fund may be
delayed in or prevented from liquidating the collateral. It is a fundamental
policy of the Fund not to lend portfolio securities having a total value in
excess of 25% of its total assets.

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

INVESTMENT RESTRICTIONS. The Fund has adopted certain investment
restrictions that are detailed in the Statement of Additional Information where
they are classified as fundamental or non-fundamental. The Fund's investment
objective and those investment restrictions designated as fundamental may not
be changed without shareholder approval. All other investment policies and
restrictions are non-fundamental and can be changed by a vote of the Board of
Directors without shareholder approval. The Fund's portfolio turnover rates for
recent years are shown in the section "The Fund's Financial Highlights."

TECHNOLOGY-INTENSIVE COMPANIES -- CONSIDERATIONS AND RISKS. Securities
prices of the companies in which the Fund invests have tended to be subject to
greater volatility than securities prices in many other industries, due to
particular factors affecting these industries. Competitive pressures may also
have a signifi-

B-8

<PAGE> 62
cant effect on the financial condition of technology-intensive
companies. For example, if the development of new technology continues to
advance at an accelerated rate, and the number of companies and product
offerings continue to expand, the companies could become increasingly sensitive
to short product cycles and aggressive pricing. Accordingly, the Fund's
performance will be particularly susceptible to factors affecting these
companies as well as the economy as a whole.

INVESTMENTS IN FOREIGN SECURITIES MAY INVOLVE RISKS AND CONSIDERATIONS
THAT ARE NOT PRESENT IN DOMESTIC INVESTMENTS.

GLOBAL RISKS. Investments in foreign securities may involve risks that
are not present in domestic investments due to exchange controls, less publicly
available information, more volatile or less liquid securities markets, and the
possibility of expropriation, confiscatory taxation or political, economic or
social instability. There may be difficulty in enforcing legal rights outside
the United States. Some foreign companies are not subject to the same uniform
financial reporting requirements, accounting standards and government
supervision as domestic companies, and foreign exchange markets are regulated
differently from the U.S. stock market. Security trading practices abroad may
offer less protection to investors such as the Fund. In addition, foreign
securities may be denominated in the currency of the country in which the
issuer is located. Consequently, changes in the foreign exchange rate will
affect the value of the Fund's shares and dividends. Finally, the expense
ratios of international funds generally are higher than those of domestic
funds. This is because there are greater costs associated with maintaining
custody of foreign securities, and the increased research necessary for
international investing.

These risks may be intensified in the case of investments in emerging
markets or countries with limited or developing capital markets. These
countries are located in the Asia-Pacific region, Eastern Europe, Latin and
South America, and Africa. Security prices in these markets can be
significantly more volatile than in more developed countries, reflecting the
greater uncertainties of investing in less established markets and economies.
Political, legal and economic structures in many of these emerging market
countries may be undergoing significant evolution and rapid development, and
they may lack the social, political, legal and economic stability
characteristic of more developed countries. Emerging market countries may have
failed in the past to recognize private property rights. They may have
relatively unstable governments, present the risk of nationalization of
businesses, restrictions on foreign ownership, or prohibitions on repatriation
of assets, and may have less protection of property rights than more developed
countries. Their economies may be predominantly based on only a few industries,
may be highly vulnerable to changes in local or global trade conditions, and
may suffer from extreme and volatile debt burdens or inflation rates. Local
securities markets may trade a small number of securities and may be unable to
respond effectively to

B-9

<PAGE> 63
increases in trading volume, potentially making prompt liquidation of
substantial holdings difficult or impossible at times. The Fund may be required
to establish special custodial or other arrangements before making certain
investments in these countries. Securities of issuers located in these
countries may have limited marketability and may be subject to more abrupt or
erratic price movements.

BROKERS ARE CHOSEN BASED ON BEST PRICE AND EXECUTION.

In choosing brokerage firms to carry out the Fund's transactions the
Adviser gives primary consideration to execution at the most favorable price,
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 established by the Directors, the Adviser may place securities
transactions with brokers affiliated with the Adviser. These brokers include
Tucker Anthony Incorporated, John Hancock Distributors, Inc., and Sutro &
Company, Inc. which are indirectly owned by John Hancock Mutual Life Insurance
Company, which in turn indirectly owns the Adviser.

B-10

<PAGE> 64

ORGANIZATION AND MANAGEMENT OF THE FUND

THE DIRECTORS ELECT OFFICERS AND RETAIN THE INVESTMENT ADVISER AND
SUBADVISER, WHO ARE RESPONSIBLE FOR THE FUND'S DAY-TO-DAY OPERATIONS SUBJECT TO
THE DIRECTORS' POLICIES AND SUPERVISION.

The Fund is a diversified series of the Company, an open-end management
investment company organized as a Maryland corporation in 1990. The Company
currently has two series of shares. The Directors 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, except that each bears different distribution and transfer agent
fees. Also, Class A and Class B shareholders have exclusive voting rights with
respect to the Rule 12b-1 distribution plan, which has been adopted by holders
of those shares in connection with the shares' distribution. The authorized
capital stock of the Company consists of 200 million shares. The Fund consists
of 100 million shares, $0.20 par value, which are divided into Class A and
Class B, each with 50 million shares. The Company is generally not required to
hold annual shareholder meetings, although special shareholder meetings may be
called for such purposes as electing or removing Directors, changing
fundamental restrictions and policies, or approving a management contract.
Shareholders have certain rights to remove Directors.

JOHN HANCOCK ADVISERS, INC. ADVISES INVESTMENT COMPANIES HAVING A TOTAL
ASSET VALUE OF MORE THAN $13 BILLION.

The Adviser was organized in 1968 and is a wholly-owned indirect
subsidiary of the John Hancock Mutual Life Insurance Company, a financial
services company. It provides the Fund, and other investment companies in the
John Hancock group of funds, with investment research and portfolio management
services. The Fund, under certain circumstances, will assist in shareholder
communications with other shareholders.

American Fund Advisors, Inc. (the "Sub-Adviser"), which served as the
Fund's investment adviser from the Fund's commencement of operations in 1983 to
1991, is the Fund's sub-adviser. The Sub-Adviser was incorporated in 1978 and
acts as investment manager or adviser for other institutional and individual
clients. Barry J. Gordon, Chairman and President, and Marc H. Klee, Senior Vice
President, of the Sub-Adviser, each of whom owns more than 25% of the
Sub-Adviser's voting securities, are controlling persons of the Sub-Adviser.
Messrs. Gordon and Klee carry out day-to-day management of the Fund. Mr. Gordon
was instrumental in the formation of the Sub-Adviser. He has been co-manager of
the Fund along with Mr. Klee for the past five years. Both have been associated
with the Fund in a portfolio management capacity prior to 1988.

John Hancock Funds, Inc. ("John Hancock Funds") distributes shares for
all of the John Hancock funds directly and through selected broker-dealers
("Selling

B-11

<PAGE> 65

Brokers"). Certain Fund officers are also officers of the Adviser and
John Hancock Funds. Pursuant to an order granted by the Securities and Exchange
Commission, the Fund has adopted a deferred compensation plan for its
independent Directors which allows Directors' fees to be invested by the Fund
in other John Hancock Funds.

In order to avoid any conflict with portfolio trades for the Fund, the
Adviser, the Sub-Adviser and the Fund have adopted extensive restrictions on
personal securities trading by personnel of the Adviser and its affiliates.
Some of these restrictions are: pre-clearance for all personal trades and a ban
on the purchase of initial public offerings, as well as contributions to
specified charities of profits on securities held for less than 91 days. These
restrictions are a continuation of the basic principle that the interests of
the Fund and its shareholders come first.

ALTERNATIVE PURCHASE ARRANGEMENTS

AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO CHOOSE THE METHOD OF
PURCHASE THAT IS BEST FOR YOU.

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

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

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

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

CLASS B SHARES. You will not incur a sales charge when you purchase
Class B shares, but the shares are subject to a sales charge if you redeem them
within six years of purchase (the "contingent deferred sales charge" or the
"CDSC"). Class B shares are subject to ongoing distribution and service fees at
a combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B shares. Investing in Class B shares permits all of
your

B-12

<PAGE> 66
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
that of Class A shares. To the extent that any dividends are paid by the Fund,
these higher expenses will result in lower dividends than those paid on Class A
shares.

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

FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE

YOU SHOULD CONSIDER WHICH CLASS OF SHARES WOULD BE MORE BENEFICIAL FOR
YOU.

The alternative purchase agreement allows you to choose the most
beneficial way to buy shares given the amount of your purchase, the length of
time that 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 page 2 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 a reduced sales charge. See "Share
Price--Qualifying for a Reduced Sales Charge."

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

In the case of Class A shares, 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 the ongoing distribution and service
fees. In the case of Class B shares, expenses will be paid from the proceeds of
the ongoing distribution and service fees, as well as from the CDSC incurred
upon redemption

B-13

<PAGE> 67
within six years of purchase. The purpose and function of Class
B shares' CDSC and ongoing distribution and service fees are the same as those
of 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 will also 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 the Fund's investment and business affairs the Fund pays a
fee to the Adviser which for the 1994 fiscal year was 1.00% of the Fund's
average daily net asset value. This fee is equal on an annual basis to a stated
percentage of its average daily net assets, as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
--------------- -----------
<S> <C>
First $100,000,000 1.00%
Amounts over $100,000,000 0.75%
</TABLE>

In addition, the Fund pays a monthly administration fee at the rate of $100,000
per annum to the Adviser.

Effective January 1, 1995, the Board of Directors approved a waiver of
a portion of the management fee payable by the Fund to the Adviser in an amount
equal to 0.15% of the average of the daily net asset value of the first $100
million, thereby reducing the fee payable on these assets to an annual rate of
0.85%.

The Adviser (not the Fund) pays a monthly fee to the Sub-Adviser for
managing the Fund's portfolio securities. This fee is equal on an annual basis
to a stated percentage of the Fund's average daily net assets, as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
--------------- -----------
<S> <C>
First $100,000,000 0.40%
Amounts over $100,000,000 40% of the investment
advisory fee received by
the Adviser on amounts
over $100,000,000.
</TABLE>

Currently, the Sub-Adviser has waived a portion of this fee resulting
in a decrease in its fee to 0.35%.

The investment management fee paid by the Fund is higher than the fee
paid by most mutual funds, but is believed to be comparable to the fee paid by
funds that invest in similar securities.

B-14

<PAGE> 68
THE FUND PAYS DISTRIBUTION AND SERVICE FEES FOR MARKETING AND
SALES-RELATED SHAREHOLDER SERVICING.

The Class A and Class B shareholders have adopted distribution plans
(each a "Plan") pursuant to Rule 12b-1 under the Investment Company Act of
1940. Under these Plans, the Fund will pay distribution and service fees at an
aggregate annual rate of 0.30% of the Class A shares' average daily net assets
and an aggregate annual rate of 1.00% of the Class B shares' average daily net
assets. In each case, up to 0.25% is for service expenses and the remaining
amount (not to exceed 0.75% for Class B shares) 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, and (iii) with respect to Class B shares only, interest expenses on
unreimbursed distribution expenses. The Plans provide that John Hancock Funds
will use the distribution fees to promote sales of shares, and will use the
service fees 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 twelve months from the date
they were incurred. Unreimbursed expenses under the Class B Plan will be
carried forward together with interest on the balance of the unreimbursed
expenses. For the fiscal year ended December 31, 1994 an aggregate of $239,098
of distribution expenses, or 5.47% of the average net assets of the Class B
shares of the Fund, was not reimbursed or recovered by the John Hancock Funds
through the receipt of deferred sales charges or 12b-1 fees in prior periods.

Information on the Fund's total expenses is in the Fund's Financial
Highlights section of this Prospectus.

DIVIDENDS AND TAXES

DIVIDENDS. The Fund generally pays dividends and capital gains
annually that represent substantially all net investment income. 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. The per share dividends, if any, on Class B shares will be lower than
those for Class A shares because of the higher expenses attributable to the
Class B shares. See "Share Price."

TAXATION. Dividends from the Fund's net investment income, certain net
foreign currency gains, and net short-term capital gains are taxable to you as
ordinary income. Dividends from the Fund's net long-term capital gains are
taxable as long-term capital gain. These dividends are taxable whether received
in cash or

B-15

<PAGE> 69

reinvested in additional shares. Certain dividends paid in January of a given
year may be taxable as if you received them the previous December. Corporate
shareholders may be entitled to take a corporate dividends-received deduction
for dividends received by the Fund from U.S. domestic corporations, subject to
certain restrictions under the Internal Revenue Code. The Fund will send you a
statement by January 31 showing the tax status of the dividends you received
for the prior year.

The Fund has qualified and intends to continue to qualify as a
regulated investment company under Subchapter M of the Code. As a regulated
investment company, the Fund will not be subject to Federal income taxes on any
net investment income and net realized capital gains that are distributed to
its shareholders at least annually. When you redeem (sell) or exchange shares,
you may realize a taxable gain or loss.

On the account application, you must certify that your social security
or other taxpayer identification number is correct, 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 backup withholding, the Fund may
be required to withhold 31% of your dividends, and the proceeds of redemptions
and exchanges.

The Fund may be subject to foreign withholding taxes on certain of its
foreign investments, if any, which will reduce the yield on those investments.

In addition to Feeral taxes, you may be subject to state, local or
foreign taxes with respect to your investment in and distributions from the
Fund. In some states, a portion of the Fund's dividends which represents
interest received by the Fund on direct U.S. government obligations is exempt
from tax. Non-U.S. shareholdes and tax-exempt shareholders are subject to
different tax treatment not described above. You should consult your tax
adviser for specific advice.

PERFORMANCE

THE FUND MAY ADVERTISE ITS TOTAL RETURN.

The Fund's total return shows the overall 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 of the Fund
shares dividend 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 is is not the same as actual
year-to-year results.

Total return 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 for the Class B shares reflects the
deduction of the applicable CDSC imposed on a redemption of shares held for the
applicable period.

B-16

<PAGE> 70
All calculations assume that all dividends are reinvested at net asset value on
the reinvestment dates during the periods. The total return of Class A and
Class B shares will be calculated separately and, because each class of shares
is subject to different expenses, the total return may differ with respect to
that 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. Total return is a historical calculation and is not an indication of
future performance. See "Factors to Consider in Choosing Alternatives."

B-17

<PAGE> 71

HOW TO BUY SHARES
- --------------------------------------------------------------------------------

<TABLE>
OPENING AN ACCOUNT.

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 and indicate whether you are buying Class A or Class B shares.
If you do not specify which class of shares you are purchasing Investor Services
will assume you are investing in Class A shares.
<S> <C>
- --------------------------------------------------------------------------------
BY CHECK 1. Make your check payable to John Hancock Investor Services
Corporation ("Investor Services").

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 Global Technology 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.
- -------------------------------------------------------------------------------
BUYING ADDITIONAL CLASS A AND CLASS B SHARES.

1. Complete the "Automatic Investing" and "Bank Information" sections on
MONTHLY the Account Privileges Application, designating a bank account from
AUTOMATIC which funds may be drawn.
ACCUMULATION
PROGRAM 2. The amount you elect to invest will be automatically withdrawn from
(MAAP) 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, you 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 and Class B shares by calling
Investor Services toll-free at 1-800-225-5291.

3. Give the Investor Services representative the name 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>
B-18

<PAGE> 72

<TABLE>
- ---------------------------------------------------------------------------------
<S> <C> <C>
BY CHECK 1. Either fill out the detachable stub included in 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 Freedom Global Technology
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
John Hancock Funds 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. Share certificates are
not issued unless a request is made in writing to Investor Services.
- -------------------------------------------------------------------------------
</TABLE>

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

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

SHARE PRICE

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.

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 fair value as determined
in good faith according to procedures approved by the Directors. Short-term
debt investments maturing within 60 days are valued at amortized cost, which
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

B-19

<PAGE> 73
using current exchange rates. If quotations are not readily available or the
value has been materially affected by events occurring after the closing of a
foreign market, assets are valued by a method that the Directors believe
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.

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 next computed after your
investment is received in good order by John Hancock Funds plus a sales charge,
as follows:
<CAPTION>
COMBINED REALLOWANCE
REALLOWANCE TO SELLING
AND SERVICE BROKERS AS A
FEE AS A PERCENTAGE
SALES CHARGE AS SALES CHARGE AS PERCENTAGE OF THE
AMOUNT INVESTED A PERCENTAGE OF A PERCENTAGE OF OF OFFERING OFFERING
(INCLUDING SALES CHARGE) OFFERING PRICE THE AMOUNT INVESTED PRICE(+) PRICE(*)
- ------------------------ --------------- ------------------- ----------- ------------
<S> <C> <C> <C> <C>
Less than $50,000 5.00% 5.26% 4.25% 4.01%
$50,000 to $99,999 4.50% 4.71% 3.75% 3.51%
$100,000 to $249,999 3.50% 3.63% 2.85% 2.61%
$250,000 to $499,999 2.50% 2.56% 2.10% 1.86%
$500,000 to $999,999 2.00% 2.04% 1.60% 1.36%
$1,000,000 and over 0.00%(**) 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 given 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. Other than distribution fees, the Fund
does not bear distribution expenses. 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.
(**) No sales charge is payable at the time of purchase of Class A Shares of $1
million or more, but a contingent deferred sales charge may be imposed in
the event of certain redemption transactions made within one year of
purchase.
(***) John Hancock Funds may pay a commission and first year's service fee (as
described in (+) below) to Selling Brokers who initiate and are
responsible for purchases of 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. Thereafter, it pays
</TABLE>

B-20
<PAGE> 74
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 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.

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

<TABLE>
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE
IN CLASS A SHARES. Purchases of $1 million or more in Class A shares will be
made at net asset value with no initial sales charge, but if the shares are
redeemed within 12 months after the end of the calendar month in which the
purchase was made (the contingent deferred sales charge period), a contingent
deferred sales charge 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 John Hancock Mutual Life Insurance
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 contingent
deferred sales charge will be imposed at the above rate.

The charge 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 dividends 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 redemption in certain circumstances. See the discussion under "Waiver of
Contingent Deferred Sales Charges".

B-21

<PAGE> 75
YOU MAY QUALIFY FOR A REDUCED SALES CHARGE ON YOUR INVESTMENTS IN CLASS
A SHARES.

QUALIFYING FOR A REDUCED SALES CHARGE. If you invest more than $50,000
in Class A shares of the Fund or a combination of funds in the John Hancock
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 COMBINATION PRIVILEGE to take
advantage of the value of your previous investments in Class A shares of the
John Hancock funds when meeting the breakpoints for a reduced sales charge. For
the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:

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 $30,000 in Class A shares of the
Fund, the sales charge on this subsequent investment would be 4.50% and not
5.00%. This rate is the rate that would otherwise be applicable to investments
of less than $50,000. See "Initial Sales Charge Alternative--Class A Shares."

SPECIAL TRANSACTIONS

If you are in one of the following categories, you may purchase Class A
shares of the Fund without paying a sales charge:

CLASS A SHARES MAY BE AVAILABLE WITHOUT A SALES CHARGE TO CERTAIN
INDIVIDUALS AND ORGANIZATIONS.

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

- - 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.*

B-22
<PAGE> 76
- - A bank, trust company, credit union, savings institution or other type of
depository institution, its trust departments or common trust funds (an
"eligible depository institution") if it is purchasing $1 million or more for
non-discretionary customers or accounts.*

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

- - A client of the Sub-Adviser if the client's funds are transferred directly to
the Fund from accounts managed by the Sub-Adviser.

- - 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 also be purchased without an initial
sales charge in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.

FUND EMPLOYEES AND AFFILIATES.

If you were a stockholder of record of Nova Fund on May 1, 1987, you
are permitted for an indefinite period to purchase additional Class A shares at
net asset value, without a sales charge, provided that you held Nova Fund
shares continuously from May 1, 1987 to the date of the purchase in question
and you represent that you are buying the additional shares for investment
purposes, not with a view to distribution.

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 or distributions, and next from the shares
you have held the longest during the six-year period. The CDSC is waived on
redemptions in

B-23

<PAGE> 77
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 -120
acquired through dividend reinvestment (10 X $12)
- Minus appreciation on remaining shares, also not subject to CDSC -80
(40 X $2)
- 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 the Class B shares, such as
compensating selected 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 the Class B shares without deducting a sales charge at the time of the
purchase.

<TABLE>
The amount of the CDSC, if any, will vary depending on the number of
years from the time you purchase your Class B shares until the time you redeem
them. Solely for purposes of determining 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.

<CAPTION>
CONTINGENT DEFERRED SALES
CHARGE AS A PERCENTAGE OF
YEAR IN WHICH CLASS B SHARES DOLLAR AMOUNT SUBJECT TO
REDEEMED FOLLOWING PURCHASE 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 personal and
account maintenance services provided to shareholders during the twelve months
following the sale, and thereafter the service fee is paid in arrears.

B-24
<PAGE> 78
UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON CLASS B AND CERTAIN A SHARE
REDEMPTIONS WILL BE WAIVED.

WAIVER OF CONTINGENT 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 the circumstances defined below:

- Redemptions of Class B shares made under 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 established 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.

- 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 own fewer than 50 shares.

- 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

B-25
<PAGE> 79
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 appropiate portion
of reinvested dividends on those shares, will be converted into Class A shares
automatically. This will occur at the end of month eight years after the shares
were purchased, and will result in lower annual distribution fees. If you
exchanged Class b shares into this 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 into
Class A shares should not be taxable for Federal income tax purposes, nor
should it change your tax basis or tax withholding period for the converted
shares.

B-26
<PAGE> 80

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).

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>
TO ASSURE ACCEPTANCE OF YOUR REDEMPTION REQUEST, PLEASE FOLLOW THESE
PROCEDURES.
- --------------------------------------------------------------------------------
<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. (Eastern Time), Monday through
Friday, excluding days on which the New York Stock 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 30 days.
A check will be mailed to the exact name(s) and address
shown on the account.
If reasonable procedures, such as those described above,
are not followed, the Fund may be liable for any loss due
to unauthorized or fraudulent telephone instructions. In
all other cases, neither the Fund nor 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, other
tax-qualified retirement plans or Fund shares 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
using 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 fund transfer to your assigned bank account and
the funds are usually collectible after two business days.
Your bank may or may not charge for this service.
Redemptions of less than $1,000 will be sent by check or
electronic funds transfer.
This feature may be elected by completing the Telephone
Redemption section on the Account Privileges Application
that is 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>

B-27
<PAGE> 81
<TABLE>
- --------------------------------------------------------------------------------
<S> <C> <C>
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) guaranteed.
Corporation, Association A letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account, with the signatures
guaranteed.
Trusts A letter of instruction signed by the
Trustee(s), with a signature guarantee. (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>
- --------------------------------------------------------------------------------
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 any
such 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 (iv) 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 instruction. Unless you specify to the contrary,
any outstanding Class A shares will be redeemed before Class B shares. You may
not redeem certificated shares by telephone.

Due to the proportionately high cost of maintaining smaller accounts, the
Fund reserves the right to redeem at net asset value all shares in an account
which holds fewer than 100 shares (except accounts under retirement plans) and
to mail the proceeds to the shareholder, or the transfer agent may impose an
annual fee of $10.00. No account will be involuntarily redeemed or additional
fee imposed if the value of the account is in excess of the Fund's minimum
initial investment. No CDSC will be imposed on involuntary redemption 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 purchase and dividend reinvestments, if any,
exceeds the number of shares redeemed, repeated redemptions from a smaller
account may eventually trigger this policy.
- -------------------------------------------------------------------------------

B-28
<PAGE> 82

ADDITIONAL SERVICES AND PROGRAMS

EXCHANGE PRIVILEGE
YOU MAY EXCHANGE SHARES OF THE FUND ONLY FOR SHARES OF THE SAME CLASS OF
ANOTHER JOHN HANCOCK FUND.

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

Exchanges between funds 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 for Class
B shares of another John Hancock fund without incurring the CDSC; however, these
shares will be subject to the CDSC schedule of the shares acquired (except for
exchanges into John Hancock Short-Term Strategic Income Fund, John Hancock
Adjustable U.S. Government Trust and John Hancock Limited Term-Government Fund
will be subject to the initial fund's CDSC). For purposes of computing the CDSC
payable upon redemption of shares acquired in an exchange, the holding period of
the original shares is added to the holding period of the shares acquired in an
exchange. 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 that was in effect at your initial purchase date.

You may exchange Class B shares of any John Hancock fund into shares of a
John Hancock money market fund at net asset value. However, you will continue to
be subject to a CDSC upon redemption. The rate of the CDSC will be the rate in
effect on the original fund at the time of the exchange.

The Fund reserves the right to require that you 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 of 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.

B-29
<PAGE> 83

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 fill out 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 the dollar amount
you wish to exchange

Sign your request exactly as the account is registered.

B-30
<PAGE> 84

2. Mail the request and information to:

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

REINVESTMENT PRIVILEGE

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

1. You will not be subject to a sales charge on Class A shares that you reinvest
in 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.

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, account number and class from which your shares were originally
redeemed.

SYSTEMATIC WITHDRAWAL PLAN

YOU CAN PAY ROUTINE BILLS FROM YOUR ACCOUNT OR MAKE PERIODIC DISBURSEMENTS
OF FUNDS FROM YOUR RETIREMENT ACCOUNT TO COMPLY WITH IRS REGULATIONS.

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 the 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.

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

B-31
<PAGE> 85

subject to an initial sales charge on your purchases of Class A shares or to
a CDSC on your redemption 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)

YOU CAN MAKE AUTOMATIC INVESTMENTS AND SIMPLIFY YOUR INVESTING.

1. You can authorize an investment to be drawn automatically each month on your
bank for investment in Fund shares, under the "Automatic Investing" and "Bank
Information" section of the Account Privileges Application.

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

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

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

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

GROUP INVESTMENT PROGRAM

ORGANIZED GROUPS OF AT LEAST FOUR PERSONS MAY ESTABLISH ACCOUNTS.

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

2. The initial aggregate payment 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 to fund various types of retirement plans, including
Individual Retirement Accounts, Keogh Plans (H.R. 10), Pension and
Profit-Sharing Plans (including 401(k) plans), Tax Sheltered Annuity
Retirement Plans (403(b) or TSA Plans), and 457 Plans.

2. The initial investment minimum or aggregate minimum for any of these plans is
$250. However, accounts being established as Group IRA, SEP, SARSEP, TSA and
401(k) and 457 plans will be accepted without an initial minimum investment.

B-32
<PAGE> 86

APPENDIX

MOODY'S describes its lower ratings for corporate bonds as follows.

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.

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 are well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

Bonds which are rated B generally lack characteristics of the 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.

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

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.

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.

S&P describes its lower ratings for corporate bonds as follows:

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

Debt rated BB, B, CCC, OR C is regarded, on balance, as predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligations. 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.

B-33
<PAGE> 87

JOHN HANCOCK
JOHN HANCOCK GLOBAL GLOBAL
TECHNOLOGY FUND TECHNOLOGY
FUND
INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

SUB-ADVISER
American Fund Advisors, Inc.
1415 Kellum Place, Suite 205
Garden City, New York 11530
CLASS A AND CLASS B SHARES
PROSPECTUS
PRINCIPAL DISTRIBUTOR MAY 1, 1995
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
A MUTUAL FUND SEEKING
LONG-TERM CAPITAL GROWTH
THROUGH INVESTMENT
CUSTODIAN PRINCIPALLY IN EQUITY
Investors Bank & Trust Company SECURITIES OF
24 Federal Street COMPANIES WHICH RELY
Boston, Massachusetts 02110 EXTENSIVELY
ON TECHNOLOGY IN THEIR
TRANSFER AGENT PRODUCT DEVELOPMENT
John Hancock Investor Services OR OPERATIONS.
Corporation INCOME IS A SECONDARY
P.O. Box 9116 OBJECTIVE.
Boston, Massachusetts 02205-9116

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
160 Federal Street
Boston, Massachusetts 02110

101 HUNTINGTON AVENUE
HOW TO OBTAIN INFORMATION BOSTON, MASSACHUSETTS 02199-7603
ABOUT THE FUND TELEPHONE 1-800-225-5291
For Service Information
For Telephone Exchange call 1-800-225-5291
For Investment-by-Phone
For Telephone Redemption

For TDD call 1-800-554-6713

JHD-8300P 5/95 [LOGO] Printed on recycled paper
<PAGE> 88

John Hancock Funds

GLOBAL
TECHNOLOGY
FUND

ANNUAL REPORT

DECEMBER 31, 1994

<PAGE> 89

DIRECTORS
Edward J. Boudreau, Jr.
Thomas W.L. Cameron
James F. Carlin
Charles F. Fretz*
Barry J. Gordon
Jack P. Gould*
Harold R. Hiser, Jr.*
Charles L. Ladner*
Patricia P. McCarter*
Steven R. Pruchansky*
Lt. Gen. Norman H. Smith, USMC (Ret.)*
John P. Toolan*
*Members of the Audit Committee
OFFICERS
Edward J. Boudreau, Jr.
Chairman and Chief Executive Officer
Anne C. Hodsdon
President
Thomas H. Drohan
Senior Vice President and Secretary
Robert G. Freedman
Vice Chairman and
Chief Investment Officer
James B. Little
Senior Vice President and
Chief Financial Officer
Michael P. DiCarlo
Senior Vice President
James K. Ho
Senior Vice President
Marc H. Klee
Senior Vice President
John A. Morin
Vice President
Susan S. Newton
Vice President, Assistant Secretary
and Compliance Officer
James J. Stokowski
Vice President and Treasurer
CUSTODIAN
Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02111
TRANSFER AGENT
John Hancock Investors Services, Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
PRINCIPAL DISTRIBUTOR
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
LEGAL COUNSEL
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
INDEPENDENT AUDITORS
Price Waterhouse llp
160 Federal Street
Boston, Massachusetts 02110

CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:
With 1995 upon us, New Year's resolutions abound. Dieting and saving money --
Americans' long-time favorites -- are sure to top the list once again. And once
again, they'll probably be the most difficult to keep. This year, however,
Congress may give savers an additional incentive to stick to their guns. Both
the Republicans and Democrats want to revive Individual Retirement Accounts
(IRAs). In an effort to encourage savings, IRAs were made available to all
working Americans in 1981. Anyone with earned income could contribute up to
$2,000 annually. The contributions were fully tax-deductible, and the earnings
weren't taxed until withdrawal. IRAs became the most successful savings
program in the U.S., drawing in more than $250 billion and 13 million new
participants by 1985.

Sweeping tax reforms in 1986, however, changed all that. As it stands now,
the full deduction only applies to individuals who earn less than $25,000,
married couples who earn less than $40,000 and people without employer-sponsored
retirement plans. The result of this congressional tinkering: the number of
IRA contributors declined dramatically, from 16.2 million in 1985 to 4.2
million in 1992.

Legislators are now taking a closer look at expanding the accessibility of
IRAs once again. Several proposals are on the table: (1) the Republicans'
"Contract with America" includes the American Dream Savings Account, a type
of IRA; (2) President Clinton has proposed expanding eligibility by raising
income limits; and (3) several congressional representatives have introduced
legislation to restore the universal availability of a fully tax-deductible IRA.
We enthusiastically support restoring IRAs to their original luster. Not
only will they provide a tax break to middle-income Americans, but they'll go
a long way toward raising the nation's dangerously low personal savings
rate -- the lowest of any major industrialized country. There's an increasing
awareness that Social Security and pension plans will no longer provide for the
retirement needs of middle-income Americans. Increasing IRA accessibility
for more working individuals and families is one of the most sensible ways to
help Americans take responsibility for their future financial needs. We urge
you to support the expanded IRA by contacting your congressional
representative or senator.

Sincerely,

Edward J. Boudreau, Jr.

EDWARD J. BOUDREAU, JR., CHAIRMAN AND CHIEF EXECUTIVE OFFICER

[A 1 1/4" x 1" photo of Edward J. Boudreau Jr., Chairman and Chief Executive
Officer, flush right, next to second paragraph.]

2
<PAGE> 90

BY BARRY GORDON AND
MARC KLEE, CO-PORTFOLIO MANAGERS
JOHN HANCOCK GLOBAL
TECHNOLOGY FUND

Technology outperforms other sectors in a declining
market; foreign stocks lag domestic counterparts

Rising interest rates and inflationary fears made 1994 a challenging year
for stocks. In that difficult environment, technology outpaced most other
sectors of the global economy, especially during the second half of the year.
As a global fund, we maintained a 12% exposure to foreign companies. At
year-end, the Fund had investments in Chile, Finland, Hong Kong, Mexico, Peru,
Britain and the U.S. Within the technology sector, domestic stocks generally
performed better than foreign stocks. The Fund's global investment strategy
was, therefore, at a disadvantage during the past year, causing performance
to slightly lag its peers. For the year ended December 31, 1994, the Fund's
Class A and Class B shares had total returns of 9.62% and 10.02%, respectively,
at net asset value compared to 10.59% for the average science and technology
fund, according to Lipper Analytical Services.1

While investing overseas held us back in 1994, we think it will help us in
the future. Eventually the string of interest-rate increases by the Federal
Reserve should do what it was designed to do: slow economic growth in the U.S.
When that happens, the best opportunities could be overseas, particularly in
Europe where the recovery so far has been spotty and in Japan where the economy
has lately begun to show signs of life.

"RISING INTEREST RATES AND
INFLATIONARY FEARS MADE 1994 A
CHALLENGING YEAR - "

[PHOTO]

BARRY GORDON (LEFT) AND MARC KLEE (RIGHT), CO-PORTFOLIO MANAGERS

[A 2 1/4" x 3" photo of Barry Gordon and Marc Klee at bottom right. Caption
reads: "Barry Gordon (left) and Marc Klee right), Co-Portfolio Managers."]

<PAGE> 91

John Hancock Funds - Global Technology Fund

[GRAPHIC]

[Chart with the heading "Top Five Common Stock Holdings" at the top of the left
hand column. The chart lists five holdings: 1) Integrated Device Technology
4.3%; 2) Computer Associates International 3.9%; 3) Teradyne 3.9%; 4) Adaptec
3.8%; and 5) General Instrument 3.7%. A footnote below reads: "As a percentage
of net assets on December 31, 1994.]

"SEMI-CONDUCTORS ARE FINDING
THEIR WAY INTO MORE AND MORE
PRODUCTS."

THREE MAIN SUBSECTORS
At the end of 1994, the majority of the Fund's assets were in three categories;
computer software and hardware; networking and telecommunications; and
semiconductors. What follows is a summary of how each subsector performed.

COMPUTERS. Computer and hardware companies were 38% of the Fund's investments
at the end of the period. At the top of the list was Computer Associates, the
second largest software company in the U.S. after Microsoft. Computer
Associates has grown rapidly by acquiring poorly managed niche companies and
making them more profitable. That strategy makes some investors uncomfortable
and may explain why the stock has been selling at a price-to-earnings ratio
below the industry norm. That fact, however, makes Computer Associates an
especially attractive situation.

Among the Fund's largest hardware holdings are Adaptec, which makes
components and interfaces for personal computers; and Silicon Graphics, a
leading manufacturer of scientific and multimedia workstations. Silicon
Graphics was a good performer. Even after moving up more than 20% during the
past year, it still seems to have significant upside potential. Its roster
of strategic partners includes Nintendo and Time Warner.

TELECOMMUNICATIONS. One of our largest telecommunications stocks was also our
most disappointing investment of 1994: Telefonos de Mexico. The Mexican
telephone monopoly was hit hard late in the year after it failed to sign an
expected deal with AT&T which would have helped it prepare for 1996 -- when
Mexico's long-distance market opens to foreign competition. Subsequently,
Telmex was able to reach an agreement with Sprint. But then renewed civil
unrest in Mexico and the sharp devaluation of the peso took their toll.
Overall, Telmex fell 39% during the year.

Networking stocks did better. The best was 3Com, which makes hubs, adapter
cards and networking systems that allow computers to communicate with one
another. Higher-than-expected earnings caused the stock to take off in the
second half of the year, essentially doubling in price. Cisco Systems,
another networking stock, was more erratic. A sharp reduction in the
company's order backlog made some analysts wonder about the stability of
future earnings, and the stock took a big hit early in the year. It has
since recovered enough to finish the year about 10% above where it started.
Together, telecommunications and networking stocks totaled 34% of the Fund's
assets.

SEMICONDUCTORS. Semiconductors are finding their way into more and more
products. They're

[GRAPHIC]

[Table entitled "Scorecard" at bottom of left hand column. The header for the
left column is "Investment"' the header for the right column is "Recent
performance...and what's behind the numbers. The first listing is Integrated
Device Technology followed by an up arrow and the phrase "Rebounding earnings."
The second listing is LSI Logic followed by an up arrow and the phrase
"Explosion in orders." The third listing is Level One followed by a down arrow
and the phrase "Order delays." Footnote below reads: "See "Schedule of
Investments." Investment holdings are subject to change."]

<PAGE> 92

John Hancock Funds - Global Technology Fund

[Bar chart with heading "Fund Performance" at top of left hand column. Under
the heading is the footnote: "For the year ended December 31, 1994." The chart
is scaled in increments of 6% from bottom to top, with 12% at the top and 0% at
the bottom. Within the chart, there are three solid bars. The first
represents the 9.62% total return for John Hancock Global Technology Fund:
Class A. The second represents the 10.02 total return for the average science
and technology fund. Footnote below reads: "Total returns for John Hancock
Global Technology Fund are at net asset value with all distributions
reinvested. The average science and technology fund is tracked by Lipper
Analytical Services. See following page for historical performance
information."]

not just computers anymore; they're in cars, household appliances and heavy
machinery. As a result, demand is growing, both for the chips themselves and
for testing devices and services. Our best performer in this sector during
the second half of the year was LSI Logic, which makes chips for specialized
applications. LSI's extensive library of proprietary modules has helped the
company meet custom orders faster and cheaper than its competitors. This
has caused orders to explode which, in turn, has had a positive impact on
earnings. Integrated Device Technology, another large investment, makes SRAM
chips for personal computers. It's a play on anticipated demand for personal
computers that run on Intel's Pentium chip. All together, semiconductor
stocks made up 22% of the Fund's assets.

GLOBAL OUTLOOK IMPROVING
Many of the factors that contributed to a disappointing year for stocks in 1994
are still in place as we begin the new year. Inflation has remained
surprisingly modest, but economic expansion continues. That suggests we may
see higher interest rates in the months ahead. Historically, as interest
rates have risen, stock prices have fallen. Investors would, therefore, do
well to begin the year with modest expectations.

That said, we can identify at least two developing trends that bode well for
our technology holdings. The first we touched on earlier: the wave of economic
expansion that's breaking across Europe and may be about to reach Japan.
Steady, dependable growth, as long as it's not accompanied by steep inflation,
favors technology stocks because they respond more quickly than most to economic
expansion. That's why, as the rest of the world's developed countries begin to
catch up with the economic growth rate in the U.S., we'll pay special attention
to companies with exposure to overseas markets.

Second, we think 1995 may be a better year for foreign telecommunications
stocks. In a way, the stocks have become victims of their own success. As
higher prices encouraged public offerings, the market was flooded with new
issues. But that should be less of a factor going forward. As investor demand
increases and supply levels off, telecommunications stocks could benefit.
Moreover, recent declines in stocks such as Telmex have brought prices in the
sector back down to the point where they're beginning to look like bargains
again.

"STEADY, DEPENDABLE GROWTH...
FAVORS TECHNOLOGY STOCKS..."
- -------------------------------------------------------------------------------
(1) Figures from Lipper Analytical Services include reinvested dividends and do
not take into account sales charges. Actual load-adjusted performance would
be lower.

International investing involves special risks as detailed in the
prospectus.

<PAGE> 93

Notes To Performance Information

John Hancock Funds - Global Technology Fund

In accordance with the reporting requirements of the Securities and Exchange
Commission, the following data are supplied for the period ended December 31,
1994 with all distributions reinvested in shares. The average annualized total
returns for Class A shares for the 1-year, 5-year, and 10-year periods were
4.13%, 9.54% and 9.69%, respectively, and reflect payment of the maximum sales
charge of 5.00%. Total return (not annualized) since inception on January 3,
1994 for Class B shares was 5.02% and reflects the maximum contingent deferred
sales charge of 5.00%, declining to 0% after six years. All performance data
shown represent past performance and should not be considered indicative of
future performance. Returns and principal values of Fund investments will
fluctuate, so that an investor's shares, when redeemed, may be worth more or
less than their original cost. Different sales charges were in effect prior to
March 1987 and are not reflected in the above performance information.
Performance is affected by a 12b-1 plan, which commenced on January 1, 1994 for
both Class A and Class B shares. Consult your prospectus for more information
regarding the risks associated with international and industry segment
investing.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT OVER LIFE OF
THE FUND (OR MOST RECENT TEN YEARS)

[GRAPHIC]

Line chart with the heading Global Technology Fund: Class A, representing the
growth of a hypothetical $10,000 investment over the life of the fund (or most
recent 10 years). Within the chart are three lines. The first line represents
the value of the Standard & Poor's 500 Stock Index and is equal to $38,268 as of
December 31, 1994. The second line represents the value of the hypothetical
$10,000 investment made in Global Technology Fund on December 30, 1984, before
sales charge, and is equal to $26,551 as of December 31, 1994. The third line
represents the Global Technology Fund after sales charge and is equal to $25,215
as of December 31, 1994.

[GRAPHIC]

Line chart with the heading Global Technology Fund: Class B, representing the
growth of a hypothetical $10,000 investment over the life of the fund (or most
recent 10 years). Within the chart are three lines. The first line represents
the value of the hypothetical $10,000 investment made in Global Technology Fund
on January 3, 1994, before contingent deferred sales charge, and is equal to
$11,002 as of December 31, 1994. The second line represents Global Technology
Fund after contingent deferred sales charge and is equal to $10,502 as of
December 31, 1994. The third line represents the value of the Standard & Poor's
500 Stock Index and is equal to $10,131 as of December 31, 1994.

*The Standard & Poor's 500 Stock Index is an unmanaged index that includes 500
widely traded common stocks and is a commonly used measure of stock market
performance.

<PAGE> 94

Financial Statements

John Hancock Funds - Global Technology Fund

<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1994
- ---------------------------------------------------------------------------
<S> <C>
ASSETS:
Investments at value - Note C:
Common stocks (cost - $46,164,020)...................... $57,779,001
Rights and warrants (cost - $69,000).................... 71,250
Bonds (cost - $804,125)................................. 797,500
Joint repurchase agreement (cost - $2,951,000).......... 2,951,000
Corporate savings account............................... 7,899
-----------
61,606,650
Receivable for shares sold.............................. 41,962
Dividends receivable.................................... 17,200
Interest receivable..................................... 19,391
-----------
Total Assets........................ 61,685,203
---------------------------------------------------

LIABILITIES:
Payable for shares repurchased.......................... 48,915
Payable to John Hancock Advisers, Inc.
and affiliates - Note B............................... 66,496
Accounts payable and accrued expenses................... 52,490
-----------
Total Liabilities................... 167,901
---------------------------------------------------

NET ASSETS:
Capital paid-in......................................... 49,906,696
Net unrealized appreciation of investments.............. 11,610,606
-----------
Net Assets.......................... $61,517,302
===================================================

NET ASSET VALUE PER SHARE:
(Based on net asset values and shares of beneficial
interest outstanding _ 50 million shares authorized
with $0.20 per share par value, respectively)
Class A - $52,193,442/2,925,484......................... $ 17.84
=======================================================================
Class B - $9,323,860/527,263............................ $ 17.68
=======================================================================
MAXIMUM OFFERING PRICE PER SHARE*
Class A - ($17.84 x 105.26%)............................ $ 18.78
=======================================================================
</TABLE>
* On single retail sales of less than $50,000. On sales of $50,000 or
more and on group sales the offering price is reduced.
** Class B shares commenced operations on January 3, 1994.

THE STATEMENT OF ASSETS AND lIABILITIES IS THE FUND'S
BALANCE SHEET AND SHOWS THE VALUE OF WHAT THE FUND OWNS,
IS DUE AND OWES ON DECEMBER 31, 1994. YOU'LL ALSO FIND
THE NET ASSET VALUE AND THE MAXIMUM OFFERING PRICE PER
SHARE AS OF THAT DATE.

THE STATEMENT OF OPERATIONS SUMMARIZES THE FUND'S
INVESTMENT INCOME EARNED AND EXPENSES INCURRED IN
OPERATING THE FUND. IT ALSO SHOWS NET GAINS (LOSSES) FOR
THE PERIOD STATED.

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Year ended December 31, 1994
- --------------------------------------------------------------------------
<S> <C>
INVESTMENT INCOME:
Interest.................................................. $ 283,388
Dividends (net of foreign withholding taxes of $20,500)... 193,642
----------
477,030
----------
Expenses:
Investment management fee - Note B...................... 522,041
Transfer agent fee - Note B
Class A............................................... 153,211
Class B**............................................. 14,708
Distribution/service fee - Note B
Class A............................................... 143,635
Class B**............................................. 43,258
Administration fee...................................... 100,000
Registration and filing fees............................ 53,452
Custodian fee........................................... 50,343
Auditing fee............................................ 27,000
Printing................................................ 25,537
Directors' fees......................................... 15,147
Miscellaneous........................................... 6,939
Legal fees.............................................. 4,612
----------
Total Expenses...................... 1,159,883
--------------------------------------------------
Net Investment Loss................. ( 682,853)
--------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on investments sold..................... 4,596,638
Net realized gain on options.............................. 139,495
Change in net unrealized appreciation/depreciation
of investments.......................................... ( 78,528)
----------
Net Realized and Unrealized
Gain on Investments................. 4,657,605
--------------------------------------------------
Net Increase in Net Assets
Resulting from Operations............ $3,974,752
==================================================
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE> 95

Financial Statements

John Hancock Funds - Global Technology Fund

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------
1994 1993
------------ ------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment loss......................................... ($ 682,853) ($ 562,465)
Net realized gain on investments sold and options........... 4,736,133 5,253,292
Change in net unrealized appreciation/depreciation of
investments............................................... ( 78,528) 5,168,267
----------- -----------
Net Increase in Net Assets Resulting from Operations...... 3,974,752 9,859,094
----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from net realized gain on investments and
options
Class A - ($1.2625 and $2.2029 per share, respectively)... ( 3,443,707) ( 4,686,441)
Class B** - ($1.2625 and none per share, respectively).... ( 614,018) ----
----------- -----------
Total Distributions to Shareholders..................... ( 4,057,725) ( 4,686,441)
----------- -----------

FROM FUND SHARE TRANSACTIONS - NET*........................... 19,850,814 4,482,712
----------- -----------
NET ASSETS:
Beginning of period......................................... 41,749,461 32,094,096
----------- -----------
End of period............................................... $61,517,302 $41,749,461
=========== ===========
*ANALYSIS OF FUND SHARE TRANSACTIONS:

<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1994 1993
-------------------------- --------------------------
SHARES AMOUNT SHARES AMOUNT
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
CLASS A
Shares sold.............................................. 1,628,280 $29,997,844 511,180 $ 8,883,674
Shares issued to shareholders in reinvestment of
distributions.......................................... 184,986 3,235,355 257,052 4,334,760
--------- ----------- ------- -----------
1,813,266 33,233,199 768,232 13,218,434
Less shares repurchased.................................. (1,279,970) ( 22,995,150) ( 524,177) ( 8,735,722)
--------- ----------- ------- -----------
Net increase 533,296 $10,238,049 244,055 $ 4,482,712
========= =========== ======= ===========

CLASS B**
Shares sold................................................ 563,553 $10,264,273
Shares issued to shareholders in reinvestment of
distributions............................................ 33,535 581,498
--------- -----------
597,088 10,845,771
Less shares repurchased.................................... ( 69,825) ( 1,233,006)
--------- -----------
Net increase............................................... 527,263 $ 9,612,765
</TABLE>
** Class B shares commenced operations on January 3, 1994.

THE STATEMENT OF CHANGES IN NET ASSETS SHOWS HOW THE VALUE OF THE FUND'S NET
ASSETS HAVE CHANGED SINCE THE END OF THE PREVIOUS FISCAL PERIOD. THE
DIFFERENCE REFLECTS EARNINGS LESS EXPENSES, ANY INVESTMENT AND OPTION GAINS
AND LOSSES, DISTRIBUTIONS PAID TO SHAREHOLDERS, AND ANY INCREASE OR DECREASE
IN MONEY SHAREHOLDERS INVESTED IN THE FUND. THE FOOTNOTE ILLUSTRATES THE
NUMBER OF FUND SHARES SOLD, REINVESTED AND REDEEMED, DURING THE LAST TWO
PERIODS, ALONG WITH THE CORRESPONDING DOLLAR VALUE.

SEE NOTES TO FINANCIAL STATEMENTS.

8
<PAGE> 96

Financial Statements

John Hancock Funds - Global Technology Fund

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout the
periods indicated, investment returns, key ratios and supplemental data are
as follows:
- ------------------------------------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
CLASS A 1994 1993 1992 +1991+ +1990+
--------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period.......................... $ 17.45 $ 14.94 $ 15.60 $ 12.44 $ 16.93
------- ------- ------- ------- -------
Net Investment Income (Loss).................................. ( 0.22)(a) ( 0.21) ( 0.15)(b) 0.05 ( 0.04)
Net Realized and Unrealized Gain (Loss) on Investments,
Options and Foreign Currency Transactions................. 1.87 4.92 1.00 4.11 ( 3.09)
------- ------ ------- ------- -------
Total from Investment Operations........................... 1.65 4.71 0.85 4.16 ( 3.13)
------- ------ ------- ------- -------
Less Distributions:
Dividends from Net Investment Income.......................... -- -- -- ( 0.04) --
Distributions from Net Realized Gain on Investments Sold,
Options and Foreign Currency Transactions................... ( 1.26) ( 2.20) ( 1.51) ( 0.96) ( 1.36)
------- ------ ------- ------- -------
Total Distributions...................................... ( 1.26) ( 2.20) ( 1.51) ( 1.00) ( 1.36)
------- ------ ------- ------- -------
Net Asset Value, End of Period................................ $ 17.84 $ 17.45 $ 14.94 $ 15.60 $ 12.44
======= ======= ======= ======= =======
Total Investment Return at Net Asset Value.................... 9.62% 32.06% 5.70%(c) 33.05% (18.46%)

RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (000's omitted)..................... $52,193 $41,749 $32,094 $31,580 $28,864
Ratio of Expenses to Average Net Assets....................... 2.16% 2.10% 2.05%(b) 2.32% 2.36%
Ratio of Net Investment Income (Loss) to Average Net Assets... ( 1.25%) ( 1.49%) ( 0.88%)(b) 0.34% ( 0.28%)
Portfolio Turnover Rate....................................... 67% 86% 76% 67% 38%
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE> 97

Financial Statements

John Hancock Funds - Global Technology Fund
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS (continued)
- --------------------------------------------------------------------------------------------
PERIOD ENDED
DECEMBER 31,
1994
------------
<S> <C>
Class B(d)
PER SHARE OPERATING PERFORMANCE
Net Assets Value, Beginning of Period ....................................... $ 17.24 (e)
--------
Net Investment Loss ......................................................... ( 0.35)(a)
Net Realized and Unrealized Gain on Investments and Options ................. 2.05
--------
Total from Investment Operations ............................................ 1.70
--------
Less Distributions:
Distributions from Net Realized Gain on Investments Sold and Options ........ ( 1.26)
--------
Net Asset Value, End of Period .............................................. $ 17.68
========
Total Investment Return at Net Asset Value .................................. 10.02%

RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (000's omitted) ................................... $ 9,324
Ratio of Expenses to Average Net Assets ..................................... 2.90%(f)
Ratio of Net Investment Loss to Average Net Assets .......................... ( 1.98%)(f)
Portfolio Turnover Rate ..................................................... 67%
</TABLE>

(a) On average month end shares outstanding.
(b) Reflects voluntary expense limitations in effect during the year ended
December 31, 1992 (see Note B to the Notes to the Financial Statements). As
a result of such limitations, expenses of the Fund for 1992 reflect
reductions of $0.03 per share. Absent such limitations, for 1992, the ratio
of expenses to average net assets would have been 2.22% and the ratio of
net investment income to average net assets would have been (1.05%).
(c) Without the reimbursement, total investment return would have been lower.
(d) Class B shares commenced operations on January 3, 1994.
(e) Initial price to commence operations.
(f) On an annualized basis.
+ These periods are covered by the report of other independent accountants
(not included herein).

THE FINANCIAL HIGHLIGHTS SUMMARIZE THE IMPACT OF THE FOLLOWING FACTORS ON A
SINGLE SHARE FOR THE PERIODS INDICATED: THE NET INVESTMENT INCOME, GAINS
(LOSSES), DIVIDENDS, AND TOTAL INVESTMENT RETURN OF THE FUND. IT SHOWS HOW THE
FUND'S NET ASSET VALUE FOR A SHARE HAS CHANGED SINCE THE END OF THE PREVIOUS
PERIOD. ADDITIONALLY, IMPORTANT RELATIONSHIPS BETWEEN SOME ITEMS PRESENTED IN
THE FINANCIAL STATEMENTS ARE EXPRESSED IN RATIO FORM.

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE> 98

Financial Statements

John Hancock Funds - Global Technology Fund
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS
December 31, 1994
- --------------------------------------------------------------------------------------
ISSUER, DESCRIPTION NUMBER OF SHARES MARKET VALUE
- ------------------- ---------------- ------------
<S> <C> <C>
COMMON STOCKS
BROADCASTING (5.74%)
Tele-Communications, Inc. (Class A)** ...... 50,000 $ 1,087,500
Telewest Communications PLC,
American Depositary
Receipt (ADR) (United Kingdom)** ......... 50,000* 1,325,000
Viacom, Inc. (Class A) ..................... 3,200 133,200
Viacom, Inc. (Class B) ..................... 24,246 984,994
-----------
3,530,694
-----------
COMPUTERS - PERIPHERAL (8.54%)
Adaptec, Inc.** .............................. 100,000 2,350,000
EMC Corp.** .................................. 80,000* 1,730,000
S3, Inc.** ................................... 75,000* 1,171,875
-----------
5,251,875
-----------
COMPUTERS - SOFTWARE (19.76%)
Applix, Inc.** ............................... 42,500* 531,250
BMC Software, Inc.** ......................... 25,000 1,418,750
Cheyenne Software, Inc.** .................... 75,000 993,750
Computer Associates International, Inc. ...... 50,000 2,425,000
Electro Brain International Corp.** .......... 165,000 46,398
FTP Software, Inc.** ......................... 50,000* 1,575,000
Oracle Systems Corp.** ....................... 50,000 2,206,250
Parametric Technology Co. .................... 40,000* 1,370,000
Pinnacle Systems, Inc.** ..................... 100,000* 1,450,000
Telebase Systems, Inc.** (r) ................. 217,360 141,284
-----------
12,157,682
-----------
COMPUTERS - MINI/MICRO (9.66%)
Compaq Computer Corp.** ...................... 50,000* 1,975,000
Silicon Graphics, Inc.** ..................... 50,000 1,543,750
Stratus Computer, Inc.** ..................... 30,000* 1,140,000
Tandem Computers, Inc.** ..................... 75,000* 1,284,375
-----------
5,943,125
-----------
ELECTRONICS (25.61%)
ADFlex Solutions, Inc.** ..................... 100,000* 1,675,000
Applied Materials, Inc.** .................... 50,000 2,087,500
GaSonics International Corp.** ............... 60,000* 945,000
Integrated Device Technology, Inc.** ......... 90,000* 2,655,000
Lam Research Corp.** ......................... 50,000* 1,862,500
Level One Communications, Inc.** ............. 75,000 1,125,000
LSI Logic Corp.** ............................ 50,000* 2,018,750
PRI Automation, Inc.** ....................... 50,000* 787,500
SGS-Thomson Microelectronics N.V.** .......... 10,000* 227,500
Teradyne, Inc.** ............................. 70,000 2,371,250
-----------
15,755,000
-----------
</TABLE>

THE SCHEDULE OF INVESTMENTS IS A COMPLETE LIST OF ALL SECURITIES OWNED BY
FREEDOM GLOBAL TECHNOLOGY FUND ON DECEMBER 31, 1994. IT'S DIVIDED INTO FOUR MAIN
CATEGORIES: COMMON STOCKS, RIGHTS, WARRANTS, BONDS AND SHORT-TERM INVESTMENTS.
THE STOCKS, RIGHTS, WARRANTS AND BONDS ARE FURTHER BROKEN DOWN BY INDUSTRY
GROUPS. UNDER EACH INDUSTRY GROUP IS A LIST OF THE SECURITIES OWNED BY THE FUND.
SHORT-TERM INVESTMENTS, WHICH REPRESENT THE FUND'S "CASH" POSITION, ARE LISTED
LAST.

<TABLE>
<CAPTION>
ISSUER, DESCRIPTION NUMBER OF SHARES MARKET VALUE
- ------------------- ---------------- ------------
<S> <C> <C>
TELECOMMUNICATIONS (24.61%)
3Com Corp.** ................................. 40,000 $ 2,060,000
Allen Group, Inc. ............................ 70,000 1,671,250
cisco Systems, Inc.** ........................ 60,000 2,100,000
DSC Communications Corp.** ................... 60,000* 2,160,000
Empresas Telex-Chile,
S.A. (ADR) (Chile) ........................... 50,000* 531,250
General Instrument Corp.** ................... 75,000* 2,250,000
Hong Kong Telecommunications, Ltd.
(ADR) (Hong Kong) ............................ 25,000* 478,125
Nextel Communications, Inc. (Class A)** ...... 50,000* 718,750
Nokia Corp. (ADR) (Finland) .................. 10,000* 750,000
SSE Telecom, Inc.** .......................... 125,000 781,250
Telefonos de Mexico,
S.A. de C.V. (ADR) (Mexico) .................. 40,000 1,640,000
-----------
15,140,625
-----------
TOTAL COMMON STOCKS
(Cost $46,164,020) (93.92%) 57,779,001
------ -----------
<CAPTION>
NUMBER OF RIGHTS
OR WARRANTS
----------------
<S> <C> <C>
RIGHTS & WARRANTS
BROADCASTING (0.07%)
Viacom, Inc., Variable Common Rights.** ...... 40,000* 45,000
-----------
ELECTRONICS (0.04%)
Ibis Technology Corp., Warrants** ............ 70,000* 26,250
-----------
TOTAL RIGHTS & WARRANTS
(Cost $69,000) ( 0.11%) 71,250
------ -----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE> 99

Financial Statements

John Hancock Funds - Global Technology Fund

<TABLE>
<CAPTION>
PAR VALUE
INTEREST S&P (000'S MARKET
ISSUER, DESCRIPTION RATE RATING*** OMITTED) VALUE
- ------------------- -------- --------- --------- ----------
<S> <C> <C> <C> <C>
BONDS
ELECTRONICS (0.53%)
Kulicke & Soffa Industries, Inc.,
Conv Sub Deb, 03-01-08 ..................................................... 8.000% B- $ 300 $ 322,500
-----------
TELECOMMUNICATIONS (0.77%)
Tele 2000 Conv Note, 04-14-97 (Peru) (R) ..................................... 9.750 NR 500* 475,000
-----------
TOTAL BONDS
(Cost $804,125) ( 1.30%) 797,500
------- -----------

SHORT-TERM INVESTMENTS
JOINT REPURCHASE AGREEMENT (4.80%)
Investment in a joint repurchase agreement transaction with
Lehman Brothers,Inc., Dated 12-30-94, Due 01-03-95,
(secured by U.S. Treasury Bonds, 9.25% due 2-15-16,
8.125% due 8-15-21, and U.S. Treasury Notes, 7.875%
due 7-31-96, 4.625% due 8-15-95) Note A ................................... 5.850 -- 2,951 2,951,000
-----------
CORPORATE SAVINGS ACCOUNT (0.01%)
Investors Bank & Trust Company Daily Interest Savings Account Current Rate 3.00% 7,899
-----------
TOTAL SHORT-TERM INVESTMENTS ( 4.81%) 2,958,899
-------- -----------
TOTAL INVESTMENTS (100.14%) $61,606,650
======== ===========
</TABLE>

NOTES TO SCHEDULE OF INVESTMENTS

(R) This security is exempt from registration under Rule 144A of the Securities
Act of 1933. Such securities may be resold, normally to qualified
institutional buyers, in transactions exempt from registration. See Note A
of the Notes to Financial Statements for valuation policy. Rule 144A
securities amounted to $475,000, as of December 31, 1994.
(r) Direct placement securities are restricted to resale. They have been valued
at fair value by the Trustees after considerations of restrictions as to
resale, financial condition and prospects of the issuer, general market
conditions and pertinent information in accordance with the Fund's By-Laws
and the Investment Company Act of 1940, as amended. The Fund has limited
rights to registration under the Securities Act of 1933 with respect to
these restrictedes. Additional information on each restricted security is
as follows:

MARKET
VALUE AS A
PERCENTAGE MARKET
ACQUISITION ACQUISITION OF FUND'S VALUE AT
SECURITY DATE COST NET ASSETS DECEMBER 31, 1994
- -------- ----------- ----------- ---------- -----------------
<S> <C> <C> <C> <C>
Telebase Systems, Inc. - Common Stock .................. 11-14-91 $ 304,304 0.23% $ 141,284
</TABLE>

*Securities, other than short-term investments, newly added to the portfolio
during the period ended December 31, 1994.
**Non-income producing security.
***Credit ratings are unaudited.
NR Not Rated by either Standard & Poor's or Moody's Investors Services.
Parenthetical disclosure of a foreign country in the security description
represents country of foreign issuer, however, security is U.S. dollar
denominated.
The percentage shown for each investment category is the total value of that
category as a percentage of the net assets of the Fund.

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE> 100

Notes to Financial Statements

John Hancock Funds - Global Technology Fund

NOTE A -
ACCOUNTING POLICIES

John Hancock Technology Series, Inc. ( the "Company") is an open-end investment
company registered under the Investment Company Act of 1940. The Company
consists of two series: John Hancock Global Technology Fund (the "Fund"), a
diversified series, and John Hancock National Aviation & Technology Fund, a
non-diversified series. The Directors authorized the sale of Class B shares as
of January 3, 1994 and adoption of 12b-1 distribution plans as of January 1 and
3, 1994 for Class A and Class B shares of the Fund, respectively. The shares of
each class represent an interest in the same portfolio of investments of the
Fund and have equal rights to voting, redemption, dividends and liquidation
except that certain expenses, subject to the approval of the Directors, may be
applied differently to each class of shares in accordance with current
regulations of the Securities and Exchange Commission and the Internal
Revenue Service. Shareholders of a class which bears distribution/service
expenses under the terms of a distribution plan, have exclusive voting
rights to such distribution plan. Significant accounting policies of the Fund
are as follows:

VALUATION OF INVESTMENTS 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 in accordance with procedures
approved by the Trustees. Short-term debt investments maturing within 60
days are valued at amortized cost which approximates market value.

JOINT REPURCHASE AGREEMENT Pursuant to an exemptive order issued by the
Securities and Exchange Commission, the Fund, along with other registered
investment companies having a management contract with John Hancock Advisers,
Inc., (the "Adviser"), a wholly-owned subsidiary of The Berkeley Financial
Group, may participate in a joint repurchase agreement transaction.
Aggregate cash balances are invested in one or more repurchase agreements,
whose underlying securities are obligations of the U.S. government and/or its
agencies. The Fund's custodian bank receives delivery of the underlying
securities for the joint account on the Fund's behalf. The Adviser is
responsible for ensuring that the agreement is fully collateralized at all
times.

INVESTMENT TRANSACTIONS Investment transactions are recorded as of the date of
purchase, sale, or maturity. Net realized gains and losses on sales of
investments are determined on the identified cost basis.

FEDERAL INCOME TAXES The Fund's policy is to comply with the requirements of
the Internal Revenue Code that are applicable to regulated investment
companies. It will not be subject to Federal income tax on taxable earnings
which are distributed to shareholders.

DIVIDENDS, DISTRIBUTIONS AND INTEREST Dividend income on investment securities
is recorded on the ex-dividend date. Interest income on investment securities
is recorded on the accrual basis. Foreign income may be subject to foreign
withholding taxes which are accrued as applicable.

The Fund records all distributions to shareholders from net investment
income and realized gains on the ex-dividend date. Such distributions are
determined in conformity with income tax regulations, which may differ from
generally accepted accounting principles. Dividends paid by the Fund with
respect to each class of shares will be calculated in the same manner, at the
same time and will be in the same amount, except for the effect of expenses
that may be applied differently to each class as explained previously.

EXPENSES The majority of the expenses of the Company are directly
identifiable to an individual Fund. Expenses which are not readily
identifiable to a specific Fund are allocated in such a manner as deemed
equitable, taking into consideration, among other things, the nature and type
of expense and the relative size of the Funds.

CLASS ALLOCATIONS Income, common expenses and realized and unrealized gains
(losses) are determined at the Fund level and allocated daily to each class
of shares based on the appropriate net assets of the respective
classes. Transfer agent expenses and distribution/service fees if any, are
calculated daily at the class level based on the appropriate net assets of
each class and the specific expense rate(s) applicable to each class.

<PAGE> 101

Notes to Financial Statements

John Hancock Funds - Global Technology Fund

OPTIONS Listed options are valued at the last quoted sales price on the
exchange on which they are primarily traded. Purchased put or call
over-the-counter options are valued at the average of the "bid" prices obtained
from two independent brokers. Written put or call over-the-counter options are
valued at the average of the "asked" prices obtained from two independent
brokers. Upon the writing of a call or put option, an amount equal to the
premium received by the Fund is included in the Statement of Assets and
Liabilities as an asset and corresponding liability. The amount of the
liability is subsequently marked-to-market to reflect the current market
value of the written option.

The Fund may use options contracts to manage its exposure to the
stock market. Writing puts and buying calls tend to increase the Fund's
exposure to the underlying instrument and buying puts and writing calls tend to
decrease the Fund's exposure to the underlying instrument, or hedge other Fund
investments.

The maximum exposure to loss for any purchased options is limited to
the premium initially paid for the option. In all other cases, the face (or
"notional") amount of each contract at value reflects the maximum exposure of
the Fund in these contracts, but the actual exposure is limited to the change
in value of the contract over the period the contract remains open.

Risks may also arise if counterparties do not perform under the
contracts' terms, or if the Fund is unable to offset a contract with a
counterparty on a timely basis ("liquidity risk"). Exchange-traded options
have minimal credit risk as the exchanges act as counterparties to each
transaction, and only present liquidity risk in highly unusual market
conditions. To minimize credit and liquidity risks in over-the-counter
option contracts, the Fund continuously monitors the creditworthiness of all
its counterparties.

At any particular time, except for purchased options, market or credit
risk may involve amounts in excess of those reflected in the Fund's
period-end Statement of Assets and Liabilities.
A summary of written call option transactions for the period ended
December 31, 1994 is as follows:

<TABLE>
<CAPTION>
NUMBER OF
CONTRACTS PREMIUMS
(000's OMITTED) RECEIVED
--------------- --------
<S> <C> <C>
Outstanding, beginning of period................ ---- ----
Options written................................. 1,000 $139,495
Options expired................................. (1,000) (139,495)
------ --------
Outstanding, end of period...................... ---- ----
====== ========
</TABLE>

DISCOUNT ON SECURITIES The Fund accretes discount from par value on investment
securities from either the date of issue or date of purchase over the life
of the security, as required by the Internal Revenue Code.

NOTE B -
MANAGEMENT FEE, ADMINISTRATIVE
SERVICES AND TRANSACTIONS WITH AFFILIATES
AND OTHERS

The Adviser is responsible for managing the Fund's investment business
affairs and overseeing the investment activities of the sub-adviser. The
Adviser has a sub-investment management contract with American Fund Advisors,
Inc. (the "Sub-Adviser"), under which the Sub-Adviser, subject to the review
of the Directors and the overall supervision of the Adviser, provides the Fund
with investment services and advice with respect to investment transactions.
Under the present investment management contract, for the period ended
December 31, 1994, the Fund paid a monthly management fee to the Adviser,
equivalent on an annual basis, to the sum of (a) 1.00% of the first
$100,000,000 of the Fund's average daily net asset value and (b) 0.75% of the
Fund's average daily net asset value in excess of $100,000,000. Effective
January 1, 1995, the Adviser will waive a portion of the management fee
amounting to 0.15% of the average daily net asset value of the first
$100,000,000 of each series of the Fund. Therefore, the Fund will pay a monthly
management fee to the

<PAGE> 102

Notes to Financial Statements

John Hancock Funds - Global Technology Fund

Adviser, equivalent on an annual basis, to the sum of 0.85% of the first
$100,000,000 of the Fund's average daily net asset value. The Adviser pays the
Sub-Adviser a monthly management fee, equivalent on an annual basis, to the sum
of (a) 0.40% of the first $100,000,000 of the Fund's average daily net asset
value and (b) 40% of the investment advisory fee received by the Adviser on
amounts over $100,000,000. The Fund pays a monthly administrative fee at the
rate of $100,000 per annum to the Adviser for performance of administrative
services to the Fund. In the event normal operating expenses of the Fund,
exclusive of certain expenses prescribed by state law, are in excess of the most
restrictive state limit where the Fund is registered to sell shares, the fee
payable to the Adviser will be reduced to the extent of such excess, and the
Adviser will make additional arrangements necessary to eliminate any remaining
excess expenses. The current limits are 2.5% of the first $30,000,000 of the
Fund's average daily net asset value, 2.0% of the next $70,000,000, and 1.5% of
the remaining average daily net asset value.

In the event that the ratio for 1992, 1993, or 1994 of normal operating
expenses of the Fund, exclusive of extraordinary expenses including, but not
limited to litigation, to the Fund's average daily net assets for such year,
exceeds the average expense ratio for the Fund for the three years ended
December 31, 1990 (restated as if the current annual rates for calculating the
management fee and the current expense limitations had been in effect
throughout the three year period), the fees payable to the Adviser will be
reduced to the extent required to eliminate such excess and the Adviser will
make any additional arrangements necessary to eliminate any remaining such
excess. No such reduction in fees was necessary under such arrangement for the
period ended December 31, 1994. At a shareholder meeting on December 8, 1993 the
shareholders approved a proposal which excludes the amounts payable by the
Fund under the Rule 12b-1 distribution plans (effective in January 1994)
from the calculation of the expense limit described above.

The Fund has a distribution agreement with John Hancock Funds, Inc.
("JH Funds"), a wholly-owned subsidiary of the Adviser. Prior to January 1,
1995, JH Funds was known as John Hancock Broker Distribution Services, Inc. For
the period ended December 31, 1994, JH Funds received net sales charges of
$231,773 with regard to sales of Class A shares. Out of this amount, $35,779
was retained and used for printing prospectuses, advertising, sales literature
and other purposes, and $89,166 was paid as sales commissions and first year
service fees to unrelated broker-dealers and $106,830 was paid as sales
commissions and first year service fees to sales personnel of John Hancock
Distributors, Inc. ("Distributors"), Tucker Anthony, Incorporated ("Tucker
Anthony") and Sutro & Co., Inc. ("Sutro"). The Adviser's indirect parent, John
Hancock Mutual Life Insurance Company, is the indirect sole shareholder of
Distributors and John Hancock Freedom Securities Corporation and its
subsidiaries which include Tucker Anthony and Sutro, all of which are
broker-dealers.

Class B shares which are redeemed within six years of purchase are
subject to a contingent deferred sales charge ("CDSC") at declining rates
beginning at 5.0% of the lesser of the current market value at the time of
redemption or the original purchase cost of the shares being redeemed. Proceeds
from the CDSC are paid to JH Funds and are used in whole or in part to defray
its expenses related to providing distribution related services to the Fund in
connection with the sale of Class B shares. For the period ended December 31,
1994 contingent deferred sales charges received by JH Funds amounted to $8,869.

In addition, to compensate JH Funds for the services it provides as
distributor of shares of the Fund, the Fund has adopted a Distribution Plan with
respect to Class A and Class B pursuant to Rule 12b-1 under the Investment
Company Act of 1940 effective January 1 and 3, 1994, respectively. Accordingly,
the Fund makes payments to JH Funds, for distribution and service expenses at an
annual rate not to exceed 0.30% of Class A average daily net assets and 1.00%
of Class B average daily net assets to reimburse JH Funds for its
distribution/service costs. Up to a maximum of 0.25% of such payments may be
service fees as defined by the amended Rules of Fair Practice of the National
Association of Securities Dealers which became effective July 7, 1993. Under
the amended Rules of Fair Practice, curtail-

<PAGE> 103

ment of a portion of the Fund's 12b-1 payments could occur under
certain circumstances.

The Fund has a transfer agent agreement with John Hancock Investor
Services Corporation ("Investor Services"), a wholly-owned subsidiary of The
Berkeley Financial Group. Prior to January 1, 1995, JH Investor Services was
known as John Hancock Funds Services, Inc. For the period ended December 31,
1994, the Fund paid a monthly transfer agent fee, equivalent on an annual basis,
to 0.32% and 0.34% of the Fund's average daily net asset value, attributable to
Class A and Class B shares of the Fund, respectively, plus out of pocket
expenses incurred by Investor Services on behalf of the Fund for proxy
mailings. Effective January 1, 1995, the Fund will pay transfer agent fees
based on transaction volume and the number of shareholder accounts.

Mr. Edward J. Boudreau, Jr. is a director and officer of the Adviser,
and Mr. Barry J. Gordon is a director and officer of the Sub-Adviser. Mr.
Thomas W.L. Cameron is an affiliated Director of the Fund. The compensation of
unaffiliated Directors is borne by the Fund.

NOTE C -
INVESTMENT TRANSACTIONS

Purchases and proceeds from sales of securities, other than obligations of
the U.S. government and its agencies and short-term securities, during the
period ended December 31, 1994, aggregated $47,249,821 and $31,950,402,
respectively. There were no purchases or sales of obligations of the U.S.
government and its agencies during the period ended December 31, 1994.

The cost of investments owned at December 31, 1994 for Federal income
tax purposes was $49,988,145. Gross unrealized appreciation and depreciation
of investments aggregated $14,913,919 and $3,303,313, respectively, resulting
in net unrealized appreciation of $11,610,606.

NOTE D -
RECLASSIFICATION OF CAPITAL ACCOUNTS

During the year ended December 31, 1994, the Fund has reclassified amounts to
reflect a decrease in accumulated net investment loss of $682,853, a decrease
in accumulated net realized gain on investments of $682,794 and a decrease in
capital paid-in of $59. This represents the cumulative amount necessary to
report these balances on a tax basis, excluding certain temporary differences,
as of December 31, 1994. Additional adjustments may be needed in subsequent
reporting periods. These reclassifications, which have no impact on the net
asset value of the Fund, are primarily attributable to certain differences
in the computation of distributable income and capital gains under federal tax
rules versus generally accepted accounting principles.

<PAGE> 104

John Hancock Funds - Global Technology Fund

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders of
John Hancock Global Technology Fund and the
Directors of John Hancock Technology Series, Inc.

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of John Hancock
Global Technology Fund (the "Fund") (a portfolio of John Hancock Technology
Series, Inc.) at December 31, 1994, the results of its operations for the year
then ended, the changes in its net assets and the financial highlights for the
periods indicated in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fund's management;
our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial statements
in accordance with generally accepted auditing standards which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits, which included
confirmation of securities at December 31, 1994 by correspondence with the
custodian and brokers and the application of alternative auditing procedures
where confirmations from brokers were not received, provide a reasonable
basis for the opinion expressed above.

TAX INFORMATION NOTICE (UNAUDITED)

For Federal Income Tax purposes, the following information is
furnished with respect to the distributions of the Fund for its fiscal year
ended December 31, 1994.

With respect to the Fund's ordinary taxable income for the fiscal year
ended December 31, 1994, none of the dividends qualify for the corporate
dividends received deduction.

The Fund designated distributions to shareholders of $2,745,000 as
long-term capital gain dividends. Shareholders were mailed a 1994 U.S.
Treasury Department Form 1099-DIV in January 1995 representing their
proportionate share.

United States Government Obligations: The Fund did not have any assets
invested in U.S. Treasury bonds, bills, and notes or other U.S. government
agencies at year end. The Fund did not derive any income from these
investments. For specific information on exemption provisions in your state,
consult your local state tax office or your tax adviser.

Price Waterhouse LLP
Boston, Massachusetts
February 16, 1995

<PAGE> 105

Notes

John Hancock Funds - Global Technology Fund

<PAGE> 106

Notes

John Hancock Funds - Global Technology Fund

<PAGE> 107
(LOGO) JOHN HANCOCK FUNDS
A GLOBAL INVESTMENT MANAGEMENT FIRM
101 Huntington Avenue Boston, MA 02199-7603

This report is for the information of shareholders of the John Hancock Global
Technology Fund. It may be used as sales literature when preceded or
accompanied by the current prospectus, which details charges, investment
objectives and operating policies.

[A 1/2" by 1/2" John Hancock Funds logo in upper left hand corner of the page.
A box sectioned in quadrants with a triangle in upper left, a circle in upper
right, a cube in lower left and a diamond in lower right. A tag line below
reads: "A Global Investment Management Firm."]

<PAGE> 108
JOHN HANCOCK NATIONAL AVIATION &
TECHNOLOGY FUND
a series of
JOHN HANCOCK TECHNOLOGY SERIES, INC.
101 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199
SPECIAL MEETING OF SHAREHOLDERS -- JULY 28, 1995
PROXY SOLICITATION BY THE BOARD OF DIRECTORS

The undersigned, revoking all previous proxies, hereby appoint(s)
Edward J. Boudreau, Jr., James B. Little and Thomas H. Drohan, with full power
of substitution in each, to vote all the shares of common stock of John Hancock
National Aviation & Technology Fund ("Aviation Fund"), a series of John Hancock
Technology Series, Inc., which the undersigned is (are) entitled to vote at the
Special Meeting of Shareholders (the "Meeting") of Aviation Fund to be held at
101 Huntington Avenue, Boston, Massachusetts 02199, on Friday, July 28, 1995
at 9:00 a.m., Boston time, and at any adjournment thereof. All powers may be
exercised by a majority of said proxy holders or substitutes voting or acting,
or, if only one votes and acts, then by that one. Receipt of the Proxy
Statement dated June 14, 1995 is hereby acknowledged. If not revoked, this
proxy shall be voted:

Date: , 1995
------------------------------

Signature(s):
---------------------------

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

NOTE: Signature(s) should agree with name(s)
printed hereon. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title as such. If a
corporation, please sign in full corporate name
by president or other authorized officer. If a
partnership, please sign in partnership name
by authorized person.

<PAGE> 109
THIS PROXY SHALL BE VOTED IN FAVOR OF (FOR) PROPOSAL (1) IF NO
SPECIFICATION IS MADE BELOW. AS TO ANY OTHER MATTER, SAID PROXY OR PROXIES
SHALL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.

1. To approve an Agreement and Plan of Reorganization between John Hancock
National Aviation & Technology Fund ("Aviation Fund") and John Horncock Global
Technology Fund ("Global Technology Fund"), each a series of John Hancock
Technology Series, Inc., providing for the acquisition by Global Technology
Fund of all the assets of Aviation Fund, in exchange solely for the assumption
of all the liabilities of Aviation Fund by Global Technology Fund and the
issuance of shares of common stock of Global Technology Fund to Aviation Fund
for distribution to the shareholders of Aviation Fund.

FOR AGAINST ABSTAIN
/ / / / / /

2. In the discretion of said proxy or proxies, to act upon such other matters
as may properly come before the Meeting or any adjournment thereof.