HANCOCK JOHN TECHNOLOGY SERIES INC
485APOS, 1996-09-13
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                                                               FILE NO.  2-75807
                                                               FILE NO. 811-3392
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A
                                   ---------
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933            (X)
                          Pre-Effective Amendment No.            ( )
                        Post-Effective Amendment No. 27          (X)
                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940        (X)
                                Amendment No. 30                 (X)
                                   ---------
                      JOHN HANCOCK TECHNOLOGY SERIES, INC.
                           JOHN HANCOCK SERIES TRUST
               (Exact Name of Registrant as Specified in Charter)
                             101 Huntington Avenue
                        Boston, Massachusetts 02199-7603
              (Address of Principal Executive Offices) (Zip Code)
                 Registrant's Telephone Number, (617) 375-1700
                                   ---------
                                 SUSAN S. NEWTON
                          Vice President and Secretary
                          John Hancock Advisers, Inc.
                             101 Huntington Avenue
                          Boston, Massachusetts 02199
                    (Name and Address of Agent for Service)
                                   ---------

It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b) of Rule 485
( ) on (date) pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a) of Rule 485
(X) on December 2, 1996 pursuant to paragraph (a) of Rule 485

Pursuant to Rule 24f-2 under the Investment  Company Act of 1940, The Registrant
has  registered an indefinite  number of securities  under the Securities Act of
1933. The Registrant filed the notice required by Rule 24f-2 for the most recent
fiscal year of John  Hancock  Global  Technology  Fund on or about  February 26,
1996. The  Registrant  has filed the notice  required by Rule 24f-2 for the most
recent fiscal year of John Hancock Emerging Growth Fund on or about December 26,
1995.

<PAGE>

                            John Hancock Series Trust


John Hancock Series Trust, a Massachusetts  Business  Trust,  hereby assumes the
reorganization  statement of John Hancock  Technology  Series,  Inc., a Maryland
Corporation.

<PAGE>

<TABLE>
<CAPTION>

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

        3                     Financial Highlights                                         *

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

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

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

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

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

        9                     Not Applicable                                               *

       10                                        *                         Front Cover Page

       11                                        *                         Table of Contents

       12                                        *                         Organization of the Fund

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

       14                                        *                         Those Responsible for Management

       15                                        *                         Those Responsible for Management

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

       17                                        *                         Brokerage Allocation

       18                                        *                         Description of Fund's Shares

       19                                        *                         Net Asset Value; Additional
                                                                           Services and Programs

       20                                        *                         Tax Status

       21                                        *                         Distribution Contract

       22                                        *                         Calculation of Performance

       23                                        *                         Financial Statements

</TABLE>
<PAGE>


         JOHN HANCOCK INTERNATIONAL/GLOBAL FUNDS PROSPECTUS SUPPLEMENT


Effective  December  2, 1996,  for John  Hancock  Global  Technology  Fund,  the
Registrant  name is John  Hancock  Series Trust and the date of the John Hancock
International/Global Funds Prospectus is December 2, 1996.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class A - year ended December 31,                                   1986          1987          1988          1989          1990 
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>           <C>           <C>           <C>           <C>   
Per share operating performance
Net asset value, beginning of period                                $13.57        $13.80        $13.98        $15.31        $16.93
Net investment income (loss)                                          0.14          0.15          0.15          0.10         (0.04)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                     0.25          0.26          1.32          2.43         (3.09)
Total from investment operations                                      0.39          0.41          1.47          2.53         (3.13)
Less distributions:
   Dividends from net investment income                              (0.16)        (0.23)        (0.14)        (0.13)           --
   Distributions from net realized gain on investments
   and foreign currency transactions                                    --            --            --         (0.78)        (1.36)
   Total distributions                                               (0.16)        (0.23)        (0.14)        (0.91)        (1.36)
Net asset value, end of period                                      $13.80        $13.98        $15.31        $16.93        $12.44
Total investment return at net asset value(2) (%)                     2.89          2.84         10.48         16.61        (18.46)
Total adjusted investment return at net asset value(2,3)                --            --            --            --            --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                        56,927        44,224        38,594        40,341        28,864
Ratio of expenses to average net assets (%)                           1.75          1.63          1.75          1.90          2.36
Ratio of adjusted expenses to average net assets(4) (%)                 --            --            --            --            --
Ratio of net investment income (loss) to average net assets (%)       0.77          0.75          0.89          0.60         (0.28)
Ratio of adjusted net investment income (loss) to
average net assets(4) (%)                                               --            --            --            --            --
Portfolio turnover rate (%)                                              6             9            12            30            38
Fee reduction per share ($)                                             --            --            --            --            --
Average brokerage commission rate(5) ($)                               N/A           N/A           N/A           N/A           N/A
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class A - year ended December 31, (continued)                      1991      1992      1993      1994          1995      1996(9)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>       <C>       <C>       <C>           <C>   
Per share operating performance
Net asset value, beginning of period                              $12.44    $15.60    $14.94    $17.45        $17.84      $24.51
Net investment income (loss)                                        0.05     (0.15)    (0.21)    (0.22)(1)     (0.22)(1)   (0.09)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                   4.11      1.00      4.92      1.87          8.53        0.77
Total from investment operations                                    4.16      0.85      4.71      1.65          8.31        0.68
Less distributions:
   Dividends from net investment income                            (0.04)       --        --        --            --          --
   Distributions from net realized gain on investments
   and foreign currency transactions                               (0.96)    (1.51)    (2.20)    (1.26)        (1.64)         --
   Total distributions                                             (1.00)    (1.51)    (2.20)    (1.26)        (1.64)         --
Net asset value, end of period                                    $15.60    $14.94    $17.45    $17.84        $24.51      $25.19
Total investment return at net asset value(2) (%)                  33.05      5.70     32.06      9.62         46.53        2.78(8)
Total adjusted investment return at net asset value(2,3)           --         5.53     --        --            46.41        2.74(8)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      31,580    32,094    41,749    52,193       155,001     161,681
Ratio of expenses to average net assets (%)                         2.32      2.05      2.10      2.16          1.67        1.55(7)
Ratio of adjusted expenses to average net assets(4) (%)               --      2.22        --        --          1.79        1.62(7)
Ratio of net investment income (loss) to average net assets (%)     0.34     (0.88)    (1.49)    (1.25)        (0.89)      (0.74)(7)
Ratio of adjusted net investment income (loss) to
average net assets(4) (%)                                             --     (1.05)       --        --         (1.01)      (0.81)(7)
Portfolio turnover rate (%)                                           67        76        86        67            70          34
Fee reduction per share                                               --      0.03        --        --          0.03(1)     0.01
Average brokerage commission rate(5) ($)                             N/A       N/A       N/A       N/A           N/A        0.07
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class B - year ended December 31,                                                                1994(6)       1995      1996(9)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>                <C>   
Per share operating performance
Net asset value, beginning of period                                                            $17.24        $17.68      $24.08
Net investment income (loss)                                                                     (0.35)(1)     (0.39)(1)   (0.16)
Net realized and unrealized gain (loss) on investments                                            2.05          8.43        0.75
Total from investment operations                                                                  1.70          8.04        0.59
Less distributions:                                                               
   Distributions from net realized gain on investments sold                                      (1.26)        (1.64)         --
Net asset value, end of period                                                                  $17.68        $24.08      $24.67
Total investment return at net asset value(2) (%)                                                10.02         45.42        2.45(8)
Total adjusted investment return at net asset value(2,3)                                            --         45.30        2.41(8)
Ratios and supplemental data                                                      
Net assets, end of period (000s omitted) ($)                                                     9,324        35,754      47,564
Ratio of expenses to average net assets (%)                                                       2.90(7)       2.41        2.25(7)
Ratio of adjusted expenses to average net assets(4) (%)                                             --          2.53        2.32(7)
Ratio of net investment income (loss) to average net assets (%)                                  (1.98)(7)     (1.62)      (1.43)(7)
Ratio of adjusted net investment income (loss) to                                 
average net assets(4) (%)                                                                           --         (1.74)      (1.50)(7)
Portfolio turnover rate (%)                                                                         67            70          34
Fee reduction per share ($)                                                                         --          0.03(1)     0.01
Average brokerage commission rate(5)($)                                                            N/A           N/A        0.07
</TABLE>

(1)  Based on the average of the shares outstanding at the end of each month.

(2)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.

(3)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.

(4)  Unreimbursed, without fee reduction.

(5)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

(6)  Class B shares commenced operations on January 3, 1994.

(7)  Annualized.
(8)  Not annualized.
(9)  Six months ended June 30, 1996. (Unaudited)


December 2, 1996
<PAGE>


                                 JOHN HANCOCK


                                 International/
                                 Global Funds





[LOGO]

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

Prospectus
August 30, 1996

This prospectus gives vital information about these funds. For your own benefit
and protection, please read it before you invest, and keep it on hand for future
reference.

Please note that these funds:
o  are not bank deposits
o  are not federally insured
o  are not endorsed by any bank
   or government agency
o  are not guaranteed to achieve their goal(s)

Short-Term Strategic Income Fund may invest up to 67% in junk bonds; read risk
information carefully.

Like all mutual fund shares, these securities have not been approved or
disapproved by the Securities and Exchange Commission or any state securities
commission, nor has the Securities and Exchange Commission or any state
securities commission passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.



Growth

Global Fund
Global Marketplace Fund
Global Rx Fund
Global Technology Fund
International Fund
Pacific Basin Equities Fund


Income

Short-Term Strategic Income Fund
World Bond Fund



[LOGO]  JOHN HANCOCK FUNDS
        A Global Investment Management Firm

        101 Huntington Avenue, Boston, Massachusetts 02199-7603


<PAGE>


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


A fund-by-fund look at goals, strategies, risks, expenses and financial history.

[LOGO] Growth

       Global Fund                                                      4

       Global Marketplace Fund                                          6

       Global Rx Fund                                                   8

       Global Technology Fund                                          10

       International Fund                                              12

       Pacific Basin Equities Fund                                     14

[LOGO] Income

       Short-Term Strategic Income Fund                                16

       World Bond Fund                                                 18


Policies and instructions for opening, maintaining and closing an account in any
international/global fund.

       Your account

       Choosing a share class                                          20

       How sales charges are calculated                                20

       Sales charge reductions and waivers                             21

       Opening an account                                              22

       Buying shares                                                   23

       Selling shares                                                  24

       Transaction policies                                            26

       Dividends and account policies                                  26

       Additional investor services                                    27


Details that apply to the international/global funds as a group.

       Fund details

       Business structure                                              28

       Sales compensation                                              29

       More about risk                                                 31


       For more information                                    back cover


<PAGE>



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


GOAL OF THE INTERNATIONAL/GLOBAL FUNDS

John Hancock international/global funds invest in foreign and U.S. securities.
Most of the funds invest primarily in stocks and seek long-term growth of
capital. Two funds invest primarily in bonds and seek current income or maximum
total return. Each fund employs its own strategy and has its own risk/reward
profile. Because you could lose money by investing in these funds, be sure to
read all risk disclosure carefully before investing.


WHO MAY WANT TO INVEST

These funds may be appropriate for investors who:

o    are seeking to diversify a portfolio of domestic investments

o    are seeking access to markets that can be less accessible to individual
     investors

o    are seeking funds for the growth or income portion of an asset allocation
     portfolio

o    are investing for goals that are many years in the future

International/global funds may NOT be appropriate if you:

o    are investing with a shorter time horizon in mind

o    are uncomfortable with an investment whose value may vary substantially

o    want to limit your exposure to foreign securities


THE MANAGEMENT FIRM

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



FUND INFORMATION KEY

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

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

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

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

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

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

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


<PAGE>


Global Fund

REGISTRANT NAME: FREEDOM INVESTMENT TRUST II       TICKER SYMBOL CLASS A: JHGAX
                                                                 CLASS B: FGLOX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[LOGO] The fund seeks long-term growth of capital. To pursue this goal, the fund
invests primarily in common stocks of foreign and U.S. companies. The fund
maintains a diversified portfolio of company and government securities from
around the world. Under normal circumstances, the fund expects to invest in the
securities markets of at least three countries at any one time, potentially
including the U.S.

The fund does not maintain a fixed allocation of assets, either with respect to
securities type or to geography.

PORTFOLIO SECURITIES

[LOGO] Under normal circumstances, the fund invests at least 65% of assets in
common stocks and convertible securities, but may invest in virtually any type
of security, foreign or domestic, including preferred and convertible
securities, warrants and investment-grade debt securities. Not counting
short-term securities, the fund generally expects that no more than 5% of assets
will be invested in debt securities.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, and may engage in other investment
practices.

RISK FACTORS

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

Because it invests internationally, the fund carries additional risks, including
currency, information, natural event and political risks. These risks, which may
make the fund more volatile than a comparable domestic growth fund, are defined
in "More about risk" starting on page 31. The risks of international investing
are higher in emerging markets such as those of Latin America, Southeast Asia
and Eastern Europe.

To the extent that the fund utilizes higher-risk securities and practices, it
takes on further risks that could adversely affect its performance. Please read
"More about risk" carefully before investing.

MANAGEMENT/SUBADVISER

[LOGO] John L.F. Wills, leader of the fund's portfolio management team, is a
vice president of the adviser and managing director of the subadviser, John
Hancock Advisers International. He joined John Hancock Funds in 1987 and has
been in the investment business since 1969.

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

INVESTOR EXPENSES

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


- --------------------------------------------------------------------------------
Shareholder transaction expenses                      Class A      Class B
- --------------------------------------------------------------------------------
Maximum sales charge imposed on purchases
(as a percentage of offering price)                    5.00%         none

Maximum sales charge imposed on
reinvested dividends                                   none          none

Maximum deferred sales charge                          none(1)       5.00%

Redemption fee(2)                                      none          none
Exchange fee                                           none          none


- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee(3)                                      0.96%         0.96%

12b-1 fee(4)                                           0.30%         1.00%
Other expenses                                         0.61%         0.61%

Total fund operating expenses                          1.87%         2.57%


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

- --------------------------------------------------------------------------------
Share class                           Year 1     Year 3     Year 5     Year 10
- --------------------------------------------------------------------------------
Class A shares                          $68       $106       $146       $258

Class B shares
  Assuming redemption
  at end of period                      $76       $110       $157       $273

  Assuming no redemption                $26        $80       $137       $273

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



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

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

(3)  Includes a subadviser fee equal to 0.70% of the fund's net assets.

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


4  GROWTH - GLOBAL FUND

<PAGE>


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

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


Volatility, as indicated by Class B year-by-year total investment return (%)

     [The following table was presented as a graph in the printed document]

                                                  Total
                                                Investment
                                                  Return
                                                  At Net
          Year                                  Asset Value(4)
          ----                                  -----------
          1987 (8)                                35.42(5)   
          1987 (9)                               (16.97)(5) 
          1988                                     7.05       
          1989                                    30.22      
          1990                                   (10.42)    
          1991                                    14.04      
          1992                                    (3.85)     
          1993                                    34.95      
          1994                                     7.97       
          1995                                    (1.01)     
          1996(2)                                 11.71(5)   
                                                  

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------------
Class A - year ended October 31,                                            1992(1)     1993       1994       1995       1996(2)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>         <C>        <C>        <C>        <C>   
Per share operating performance
Net asset value, beginning of period                                       $11.31      $10.55     $14.30     $14.16     $12.67
Net investment income (loss)                                                (0.04)(3)   (0.10)(3)  (0.07)(3)  (0.03)(3)  (0.04)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions                               (0.72)       3.85       1.24      (0.13)      1.48
Total from investment operations                                            (0.76)       3.75       1.17      (0.16)      1.44
Less distributions:
  Distributions from net realized gain on investments
  sold and foreign currency transactions                                       --          --      (1.31)     (1.33)     (0.88)
Net asset value, end of period                                             $10.55      $14.30     $14.16     $12.67     $13.23
Total investment return at net asset value(4) (%)                           (6.72)(5)   35.55       8.64      (0.37)     12.07(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                               76,980      90,787    100,973     93,597     99,606
Ratio of expenses to average net assets (%)                                  2.47(6)     2.12       1.98       1.87       1.89(6)
Ratio of net investment income (loss) to average
net assets (%)                                                              (0.60)(6)   (0.86)     (0.54)     (0.23)     (0.69)(6)
Portfolio turnover rate (%)                                                    69         108         61         60         40
Average brokerage commission rate(7) ($)                                      N/A         N/A        N/A        N/A       0.02

</TABLE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------------
Class B - year ended October 31,                1987(8)        1987(9)          1988          1989          1990           1991    
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>              <C>           <C>           <C>            <C>  
Per share operating performance
Net asset value, beginning of period           $9.60          $13.00           $10.42        $10.67        $13.58         $9.94
Net investment income (loss)                    0.08           (0.05)            0.01         (0.10)        (0.02)        (0.01)(3)
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions                           3.32           (2.08)            0.69          3.25         (1.12)         1.35
Total from investment operations                3.40           (2.13)            0.70          3.15         (1.14)         1.34
Less distributions:
  Distributions from net
  investment income                               --           (0.12)              --         (0.01)           --            --   
  Distributions from net realized
  gain on investments sold and
  foreign currency transactions                   --           (0.33)           (0.45)        (0.23)        (2.50)        (0.36)
  Total distributions                             --           (0.45)           (0.45)        (0.24)        (2.50)        (0.36)
Net asset value, end of period                $13.00          $10.42           $10.67        $13.58         $9.94        $10.92
Total investment return at
net asset value(4)(%)                          35.42(5)       (16.97)(5)         7.05         30.22        (10.42)        14.04
Ratios and supplemental data
Net assets, end of period
(000s omitted)($)                             62,264          50,883           34,380        35,596        33,281        28,686
Ratio of expenses to average
net assets (%)                                  2.38(6)         2.56(6)          2.55          2.30          2.46          2.60
Ratio of net investment income
(loss) to average net assets (%)                0.99(6)        (0.78)(6)         0.09         (0.47)        (0.59)        (0.12)
Portfolio turnover rate (%)                       91              81              142           138            58           106
Average brokerage commission
rate(7) ($)                                      N/A             N/A              N/A           N/A           N/A           N/A

</TABLE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------
Class B - year ended October 31, (continued)   1992             1993             1994             1995             1996(2)
- --------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>              <C>              <C>              <C>              <C>   
Per share operating performance
Net asset value, beginning of period          $10.92           $10.50           $14.17           $13.93           $12.36
Net investment income (loss)                   (0.12)(3)        (0.15)(3)        (0.15)(3)        (0.11)(3)        (0.08)

Net realized and unrealized gain
(loss) on investments and foreign
currency transactions                          (0.30)            3.82             1.22            (0.13)            1.44

Total from investment operations               (0.42)            3.67             1.07            (0.24)            1.36

Less distributions:
  Distributions from net
  investment income                               --               --               --               --               --

  Distributions from net realized
  gain on investments sold and
  foreign currency transactions                   --               --            (1.31)           (1.33)           (0.88)

  Total distributions                             --               --            (1.31)           (1.33)           (0.88)

Net asset value, end of period                $10.50           $14.17           $13.93           $12.36           $12.84
Total investment return at
net asset value(4)(%)                          (3.85)           34.95             7.97            (1.01)           11.71(5)

Ratios and supplemental data
Net assets, end of period
(000s omitted)($)                             11,475           19,340           31,822           24,570           27,201

Ratio of expenses to average
net assets (%)                                  2.68             2.49             2.59             2.57             2.55(6)
Ratio of net investment income
(loss) to average net assets (%)               (1.03)           (1.25)           (1.12)           (0.89)           (1.35)(6)

Portfolio turnover rate (%)                       69              108               61               60               40
Average brokerage commission
rate(7) ($)                                      N/A              N/A              N/A              N/A             0.02

</TABLE>


(1)  Class A shares commenced operations on January 3, 1992.

(2)  Six months ended April 30, 1996. (Unaudited.)

(3)  Based on the average of the shares outstanding at the end of each month.

(4)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.

(5)  Not annualized.

(6)  Annualized.

(7)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

(8)  For the period September 2, 1986 (commencement of operations) to May 31,
     1987.

(9)  For the period June 1, 1987 to October 31, 1987.


                                                          GROWTH - GLOBAL FUND 5

<PAGE>


Global Marketplace Fund

REGISTRANT NAME: JOHN HANCOCK WORLD FUND          TICKER SYMBOL  CLASS A: JHMBX
                                                                 CLASS B: JHMBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[LOGO] The fund seeks long-term capital appreciation. To pursue this goal, the
fund invests primarily in foreign and U.S. stocks of companies that merchandise
goods and services to consumers or to consumer companies. The fund seeks
companies of any size that appear to possess a competitive advantage, such as a
unique product or distribution method, new technologies or innovative marketing
or sales methods. Under normal circumstances, the fund invests at least 65% of
assets in these companies, and expects to invest in the securities markets of at
least three countries at any one time, potentially including the U.S.

PORTFOLIO SECURITIES

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

For liquidity and flexibility, the fund may invest up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, and may engage in other investment
practices.

RISK FACTORS

[LOGO] As with any growth fund, the value of your investment will fluctuate in
response to stock market movements. Because the fund concentrates on a single
sector (consumer businesses), its performance may be disproportionately affected
by a few key factors, such as economic conditions and consumer confidence
levels.

Also, because the fund invests internationally, it carries additional risks,
including currency, information, natural event and political risks. These risks,
which may make the fund more volatile than a comparable domestic growth fund,
are defined in "More about risk" starting on page 31.

To the extent that the fund invests in smaller capitalization companies or
emerging markets, or utilizes higher-risk securities and practices, it takes on
further risks that could adversely affect its performance. Please read "More
about risk" carefully before investing.

PORTFOLIO MANAGEMENT

[LOGO] Bernice S. Behar, leader of the fund's portfolio management team since
the fund's inception in September 1994, is a senior vice president of the
adviser. She joined the adviser in 1991 and has been in the investment business
since 1986.

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

INVESTOR EXPENSES

[LOGO] Fund investors pay various expenses, either directly or indirectly. The
figures below are based on Class A expenses for the past year, adjusted to
reflect any changes. No Class B shares were issued or outstanding during the
last fiscal year. Future expenses may be greater or less.


- --------------------------------------------------------------------------------
Shareholder transaction expenses                      Class A      Class B
- --------------------------------------------------------------------------------

Maximum sales charge imposed on purchases
(as a percentage of offering price)                     5.00%         none
Maximum sales charge imposed on
reinvested dividends                                    none          none
Maximum deferred sales charge                           none(1)       5.00%
Redemption fee(2)                                       none          none
Exchange fee                                            none          none


- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------

Management fee (after expense limitation)(3)            0.00%         0.00%
12b-1 fee(4)                                            0.30%         1.00%
Other expenses (after limitation)(3)                    1.20%         1.20%
Total fund operating expenses (after limitation)(3)     1.50%         2.20%


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


- --------------------------------------------------------------------------------
Share class                           Year 1     Year 3     Year 5     Year 10
- --------------------------------------------------------------------------------

Class A shares                         $65         $95       $128       $220
Class B shares
  Assuming redemption 
  at end of period                     $72         $99       $138       $236
  Assuming no redemption               $22         $69       $118       $236

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

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

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

(3)  Reflects the adviser`s temporary agreement to limit expenses (except for
     12b-1 and transfer agent expenses). Without this limitation, management
     fees would be 0.80% for each class, other expenses would be 7.92% for each
     class and total fund operating expenses would be 9.02% for Class A and
     9.72% for Class B.

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


6  GROWTH - GLOBAL MARKETPLACE FUND

<PAGE>


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

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


Volatility, as indicated by Class A year-by-year total investment return (%)

     [The following table was presented as a graph in the printed document]

                                                  Total
                                                Investment
                                                  Return
                                                  At Net
          Year                                  Asset Value(4)
          ----                                  -----------
          1995(1)                                 35.61(5)

          1996(2)                                 17.84(5)


<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
Class A - year ended August 31,                                                                 1995(1)              1996(2)
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>                  <C>   
Per share operating performance
Net asset value, beginning of period                                                             $8.50                $11.49
Net investment income (loss)                                                                      0.01(3)              (0.05)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                                     3.01                  2.10
Total from investment operations                                                                  3.02                  2.05
Less distributions:
  Dividends from net investment income                                                           (0.01)                  --
  Distributions in excess of net investment income                                               (0.02)                  --
  Total distributions                                                                            (0.03)                  --
Net asset value, end of period                                                                  $11.49                $13.54
Total investment return at net asset value(4) (%)                                                35.61(5)              17.84(5)
Total adjusted investment return at net asset value(4,6) (%)                                     28.69(5)              11.37(5)
Ratios and supplemental data
Net assets, end of period (000s omitted)($)                                                        712                 1,022
Ratio of expenses to average net assets (%)                                                       1.50(7)               1.50(7)
Ratio of adjusted expenses to average net assets(8) (%)                                           9.00(7)              14.48(7)
Ratio of net investment income (loss) to average net assets(%)                                    0.06(7)              (0.88)(7)
Ratio of adjusted net investment income (loss) to average net assets(8)(%)                       (7.44)(7)            (13.86)(7)
Portfolio turnover rate (%)                                                                         63                    86
Fee reduction per share($)                                                                        0.65(3)               0.74
Average brokerage commission rate(9)($)                                                            N/A                  0.00(10)

</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Class B - year ended August 31,                                                                                      1996(11)
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                  <C>   
Per share operating performance
Net asset value, beginning of period                                                                                 $11.95
Net investment income (loss)                                                                                          (0.02)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                                                          1.60
Total from investment operations                                                                                       1.58
Net asset value, end of period                                                                                       $13.53
Total investment return at net asset value(4) (%)                                                                     13.22(5)
Total adjusted investment return at net asset value(4,6) (%)                                                          11.94(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                                                           $218
Ratio of expenses to average net assets (%)                                                                            2.20(7)
Ratio of adjusted expenses to average net assets(8) (%)                                                               15.18(7)
Ratio of net investment income (loss) to average net assets (%)                                                       (1.18)(7)
Ratio of adjusted net investment income (loss) to average net assets(8) (%)                                          (14.16)(7)
Portfolio turnover rate (%)                                                                                              86
Fee reduction per share  ($)                                                                                           0.74(3)
Average brokerage commission rate(9) ($)                                                                               0.00(10)

</TABLE>

(1)  Class A shares commenced operations September 29, 1994.

(2)  Six months ended February 29, 1996. (Unaudited.)

(3)  Based on the average of the shares outstanding at the end of each month.

(4)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.

(5)  Not annualized.

(6)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.

(7)  Annualized.

(8)  Unreimbursed, without fee reduction.

(9)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

(10) Less than one cent per share.

(11) For the period January 22, 1996 (commencement of operations) to February
     29, 1996. (Unaudited.)


                                              GROWTH - GLOBAL MARKETPLACE FUND 7

<PAGE>


Global Rx Fund

REGISTRANT NAME: JOHN HANCOCK WORLD FUND           TICKER SYMBOL CLASS A: JHGRX
                                                                 CLASS B: JHRBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[LOGO] The fund seeks long-term growth of capital. To pursue this goal, the fund
invests primarily in stocks of foreign and U.S. health care companies. The fund
defines health care companies as those deriving at least half of their gross
revenues, or committing at least half of their gross assets, to health
care-related activities. Under normal circumstances, the fund will invest at
least 65% of assets in these companies, including small- and medium-sized
companies. The fund expects to invest in the securities markets of at least
three countries at any one time, potentially including the U.S. Because the fund
is non-diversified, it may invest more than 5% of assets in securities of a
single issuer.

The fund has an independent advisory board composed of scientific and medical
experts to provide advice and consultation on health care developments.

PORTFOLIO SECURITIES

[LOGO] The fund invests primarily in foreign and domestic common stocks, and may
invest in warrants, preferred stocks and convertible debt securities.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, and may engage in other investment
practices.

RISK FACTORS

[LOGO] As with any growth fund, the value of your investment will fluctuate in
response to stock market movements. Because the fund concentrates on a single
sector (health care), and because this sector has historically been volatile,
investors should expect above-average volatility.

Also, because the fund invests internationally, it carries additional risks,
including currency, information, natural event and political risks. These risks,
which may make the fund more volatile than a comparable domestic growth fund,
are defined in "More about risk" starting on page 31.

To the extent that the fund invests in smaller capitalization companies or
utilizes higher-risk securities and practices, it takes on further risks that
could adversely affect its performance. Please read "More about risk" carefully
before investing.

PORTFOLIO MANAGEMENT

[LOGO] Linda I. Miller, leader of the fund's portfolio management team since
January 1996, is a vice president of the adviser. She joined John Hancock Funds
in November 1995 and has been in the investment business with a focus on the
health care industry since 1980.

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

INVESTOR EXPENSES

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


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

- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee                                        0.80%         0.80%
12b-1 fee(3)                                          0.30%         1.00%
Other expenses                                        1.50%         1.50%
Total fund operating expenses                         2.60%         3.30%


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


- --------------------------------------------------------------------------------
Share class                          Year 1     Year 3     Year 5    Year 10
- --------------------------------------------------------------------------------
Class A shares                         $75       $127       $181       $329
Class B shares
  Assuming redemption
  at end of period                     $83       $132       $192       $344
  Assuming no redemption               $33       $102       $172       $344

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



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

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

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


8  GROWTH - GLOBAL RX FUND

<PAGE>


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

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


Volatility, as indicated by Class A year-by-year total investment return (%)

     [The following table was presented as a graph in the printed document]

                                                  Total
                                                Investment
                                                  Return
                                                  At Net
          Year                                  Asset Value(4)
          ----                                  -----------
          1992(1)                                  33.40(5) 
          1993                                      0.30    
          1994                                     23.39    
          1995                                     30.89 
          1996(2)                                  22.16(5) 

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
Class A - year ended August 31,                                   1992(1)      1993       1994       1995           1996(2)
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>          <C>        <C>        <C>            <C>   
Per share operating performance
Net asset value, beginning of period                              $10.00       $13.34     $13.38     $16.51         $21.61
Net investment income (loss)                                       (0.03)       (0.23)     (0.32)     (0.36)(3)      (0.12)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                       3.37         0.27       3.45       5.46           4.89
Total from investment operations                                    3.34         0.04       3.13       5.10           4.77
Less distributions:
   Distributions from net realized gain on investments sold and
   foreign currency transactions                                      --           --         --         --          (0.14)
Net asset value, end of period                                    $13.34       $13.38     $16.51     $21.61         $26.24
Total investment return at net asset value(4) (%)                  33.40(5)      0.30      23.39      30.89          22.16(5)
Total adjusted investment return at net asset value (4,6) (%)      32.11(5)      0.04         --         --             --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      14,702       15,647     18,643     24,394         34,719
Ratio of expenses to average net assets (%)                         1.98(7)      2.50       2.55       2.56           2.14(7)
Ratio of adjusted expenses to average net assets(8) (%)             3.39(7)      2.76         --         --             --
Ratio of net investment income (loss) to average net assets (%)    (0.51)(7)    (1.67)     (2.01)     (1.99)         (1.08)(7)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                                  (1.92)(7)    (1.93)        --         --             --
Portfolio turnover rate (%)                                           48           93         52         38             12
Fee reduction per share ($)                                         0.085        0.035        --         --             --
Average brokerage commission rate(9) ($)                              N/A          N/A       N/A        N/A           0.00(10)

</TABLE>

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------------------
Class B - year ended August 31,                                                 1994(1)            1995                1996(2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>                 <C>   
Per share operating performance
Net asset value, beginning of period                                            $17.29             $16.46              $21.35
Net investment income (loss)                                                     (0.17)(3)          (0.55)(3)           (0.19)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                    (0.66)              5.44                4.81
Total from investment operations                                                 (0.83)              4.89                4.62
Less distributions:
   Distributions from net realized gain on investments sold and
   foreign currency transactions                                                    --                 --               (0.14)
Net asset value, end of period                                                  $16.46             $21.35              $25.83
Total investment return at net asset value(4) (%)                                (4.80)(5)          29.71               21.73(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                     1,071              6,333              22,185
Ratio of expenses to average net assets (%)                                       3.34(7)            3.45                2.79(7)
Ratio of net investment income (loss) to average net assets (%)                  (2.65)(7)          (2.91)              (1.65)(7)
Portfolio turnover rate (%)                                                         52                 38                  12
Average brokerage commission rate(9) ($)                                           N/A                N/A                0.00(10)

</TABLE>

(1)  Class A and Class B shares commenced operations on October 1, 1991 and
     March 7, 1994, respectively.

(2)  Six months ended February 29, 1996. (Unaudited.)

(3)  Based on the average of the shares outstanding at the end of each month.

(4)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.

(5)  Not annualized.

(6)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.

(7)  Annualized.

(8)  Unreimbursed, without fee reduction.

(9)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

(10) Less than one cent per share.


                                                       GROWTH - GLOBAL RX FUND 9

<PAGE>


Global Technology Fund

REGISTRANT NAME: JOHN HANCOCK TECHNOLOGY SERIES, INC.        TICKER SYMBOL 
                                                                 CLASS A: NTTFX
                                                                 CLASS B: FGTBX
- --------------------------------------------------------------------------------
GOAL AND STRATEGY

[LOGO] The fund seeks long-term growth of capital. To pursue this goal, the fund
invests primarily in stocks of foreign and U.S. companies that rely extensively
on technology in their product development or operations. Under normal
circumstances, the fund will invest at least 65% of assets in these companies,
and expects to invest in the securities markets of at least three countries at
any one time, potentially including the U.S. Income is a secondary goal.

PORTFOLIO SECURITIES

[LOGO] The fund invests primarily in foreign and domestic common stocks, and may
invest in warrants, preferred stocks and convertible debt securities. The fund
may invest up to 10% of assets in debt securities of any maturity. These may
include securities rated as low as CC/Ca and their unrated equivalents. Bonds
rated lower than BBB/Baa are considered junk bonds.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, including restricted securities, and
may engage in other investment practices.

RISK FACTORS

[LOGO] As with any growth fund, the value of your investment will fluctuate in
response to stock market movements. Because the fund concentrates on a single
sector (technology), and because this sector has historically been volatile,
investors should expect above-average volatility.

Also, because the fund invests internationally, it carries additional risks,
including currency, information, natural event and political risks. These risks,
which may make the fund more volatile than a comparable domestic growth fund,
are defined in "More about risk" starting on page 31. The risks of international
investing are higher in emerging markets such as those of Latin America, Asia
and Eastern Europe. To the extent that the fund invests in smaller
capitalization companies or junk bonds, it further increases the chances for
fluctuations in share price and total return. Please read "More about risk"
carefully before investing.

MANAGEMENT/SUBADVISER

[LOGO] Barry J. Gordon and Marc H. Klee lead the fund's management team, as they
have since the fund's inception in 1983. They are principals of American Fund
Advisors, Inc. (AFA), which was the fund's adviser until 1991. Since 1991, AFA
has been the fund's subadviser.

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

INVESTOR EXPENSES

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

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


- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee (net of reduction)(3)                   0.82%         0.82%
12b-1 fee(4)                                           0.30%         1.00%
Other expenses                                         0.55%         0.55%
Total fund operating expenses (net of reduction)       1.67%         2.37%


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

- --------------------------------------------------------------------------------
Share class                    Year 1      Year 3      Year 5      Year 10
- --------------------------------------------------------------------------------
Class A shares                   $66        $100        $136        $238
Class B shares
   Assuming redemption
   at end of period              $74        $104        $147        $253
   Assuming no redemption        $24         $74        $127        $253


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



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

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

(3)  Includes a subadviser fee that will not exceed 0.40% of the fund's net
     assets.

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


10  GROWTH - GLOBAL TECHNOLOGY FUND

<PAGE>


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

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


Volatility, as indicated by Class A year-by-year total investment return (%)


     [The following table was presented as a graph in the printed document]

                                                  Total
                                                Investment
                                                  Return
                                                  At Net
          Year                                  Asset Value(4)
          ----                                  -----------
          1986                                       2.89  
          1987                                       2.84  
          1988                                      10.48  
          1989                                      16.61  
          1990                                     (18.46) 
          1991                                      33.05  
          1992                                       5.70  
          1993                                      32.06  
          1994                                       9.62  
          1995                                      46.53 


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
Class A - year ended December 31,                                   1986          1987          1988          1989          1990 
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>           <C>           <C>           <C>           <C>   
Per share operating performance
Net asset value, beginning of period                                $13.57        $13.80        $13.98        $15.31        $16.93
Net investment income (loss)                                          0.14          0.15          0.15          0.10         (0.04)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                     0.25          0.26          1.32          2.43         (3.09)
Total from investment operations                                      0.39          0.41          1.47          2.53         (3.13)
Less distributions:
   Dividends from net investment income                              (0.16)        (0.23)        (0.14)        (0.13)           --
   Distributions from net realized gain on investments
   and foreign currency transactions                                    --            --            --         (0.78)        (1.36)
   Total distributions                                               (0.16)        (0.23)        (0.14)        (0.91)        (1.36)
Net asset value, end of period                                      $13.80        $13.98        $15.31        $16.93        $12.44
Total investment return at net asset value(2) (%)                     2.89          2.84         10.48         16.61        (18.46)
Total adjusted investment return at net asset value(2,3)                --            --            --            --            --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                        56,927        44,224        38,594        40,341        28,864
Ratio of expenses to average net assets (%)                           1.75          1.63          1.75          1.90          2.36
Ratio of adjusted expenses to average net assets(4) (%)                 --            --            --            --            --
Ratio of net investment income (loss) to average net assets (%)       0.77          0.75          0.89          0.60         (0.28)
Ratio of adjusted net investment income (loss) to
average net assets(4) (%)                                               --            --            --            --            --
Portfolio turnover rate (%)                                              6             9            12            30            38
Fee reduction per share ($)                                             --            --            --            --            --
Average brokerage commission rate(5) ($)                               N/A           N/A           N/A           N/A           N/A

</TABLE>

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
Class A - year ended December 31, (continued)                      1991         1992         1993         1994             1995 
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>          <C>          <C>          <C>              <C>   
Per share operating performance
Net asset value, beginning of period                              $12.44       $15.60       $14.94       $17.45           $17.84
Net investment income (loss)                                        0.05        (0.15)       (0.21)       (0.22)(1)        (0.22)(1)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                   4.11         1.00         4.92         1.87             8.53
Total from investment operations                                    4.16         0.85         4.71         1.65             8.31
Less distributions:
   Dividends from net investment income                            (0.04)          --           --           --               --
   Distributions from net realized gain on investments
   and foreign currency transactions                               (0.96)       (1.51)       (2.20)       (1.26)           (1.64)
   Total distributions                                             (1.00)       (1.51)       (2.20)       (1.26)           (1.64)
Net asset value, end of period                                    $15.60       $14.94       $17.45       $17.84           $24.51
Total investment return at net asset value(2) (%)                  33.05         5.70        32.06         9.62            46.53
Total adjusted investment return at net asset value(2,3)           --            5.53        --           --               46.41
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      31,580       32,094       41,749       52,193          155,001
Ratio of expenses to average net assets (%)                         2.32         2.05         2.10         2.16             1.67
Ratio of adjusted expenses to average net assets(4) (%)               --         2.22           --           --             1.79
Ratio of net investment income (loss) to average net assets (%)     0.34        (0.88)       (1.49)       (1.25)           (0.89)
Ratio of adjusted net investment income (loss) to
average net assets(4) (%)                                             --        (1.05)          --           --            (1.01)
Portfolio turnover rate (%)                                           67           76           86           67               70
Fee reduction per share                                               --         0.03           --           --             0.03(1)
Average brokerage commission rate(5) ($)                             N/A          N/A          N/A          N/A             N/A

</TABLE>

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------------
Class B - year ended December 31,                                                               1994(6)            1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>                <C>   
Per share operating performance
Net asset value, beginning of period                                                           $17.24             $17.68
Net investment income (loss)                                                                    (0.35)(1)          (0.39)(1)
Net realized and unrealized gain (loss) on investments                                           2.05               8.43
Total from investment operations                                                                 1.70               8.04
Less distributions:                                                               
   Distributions from net realized gain on investments sold                                     (1.26)             (1.64)
Net asset value, end of period                                                                 $17.68             $24.08
Total investment return at net asset value(2) (%)                                               10.02              45.42
Total adjusted investment return at net asset value(2,3)                                           --              45.30
Ratios and supplemental data                                                      
Net assets, end of period (000s omitted) ($)                                                    9,324             35,754
Ratio of expenses to average net assets (%)                                                      2.90(7)            2.41
Ratio of adjusted expenses to average net assets(4) (%)                                            --               2.53
Ratio of net investment income (loss) to average net assets (%)                                 (1.98)(7)          (1.62)
Ratio of adjusted net investment income (loss) to                                 
average net assets(4) (%)                                                                          --              (1.74)
Portfolio turnover rate (%)                                                                        67                 70
Fee reduction per share ($)                                                                        --               0.03(1)
Average brokerage commission rate(5)($)                                                           N/A                N/A

</TABLE>


(1)  Based on the average of the shares outstanding at the end of each month.

(2)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.

(3)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.

(4)  Unreimbursed, without fee reduction.

(5)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

(6)  Class B shares commenced operations on January 3, 1994.

(7)  Annualized.


                                              GROWTH - GLOBAL TECHNOLOGY FUND 11

<PAGE>


International Fund

REGISTRANT NAME: FREEDOM INVESTMENT TRUST II      TICKER SYMBOL  CLASS A: FINAX
                                                                 CLASS B: FINBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[LOGO] The fund seeks long-term growth of capital. To pursue this goal, the fund
invests primarily in stocks of foreign companies. Under normal circumstances,
the fund will invest at least 65% of assets in these companies. The fund
maintains a diversified portfolio of company and government securities from
around the world, and generally expects that at any one time it will invest in
the securities markets of at least three non-U.S. countries.

The fund does not maintain a fixed allocation of assets, either with respect to
securities type or to geography. The fund looks for companies of any size whose
earnings show strong growth or that appear to be undervalued.

PORTFOLIO SECURITIES

[LOGO] Under normal circumstances, the fund invests primarily in common stocks
and other equity securities, but may invest in almost any type of security,
foreign or domestic, including preferred and convertible securities, warrants
and investment-grade debt securities.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, and may engage in other investment
practices.

RISK FACTORS

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

Because it invests internationally, the fund carries additional risks, including
currency, information, natural event and political risks. These risks, which may
make the fund more volatile than a comparable domestic growth fund, are defined
in "More about risk" starting on page 31. The risks of international investing
are higher in emerging markets such as those of Latin America, Asia and Eastern
Europe.

To the extent that the fund invests in smaller capitalization companies or
utilizes higher-risk securities and practices, it takes on further risks that
could adversely affect its performance. Please read "More about risk" carefully
before investing.

MANAGEMENT/SUBADVISER

[LOGO] John L.F. Wills, leader of the fund's portfolio management team, is a
vice president of the adviser and managing director of the subadviser, John
Hancock Advisers International. He joined John Hancock Funds in 1987 and has
been in the investment business since 1969.

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

INVESTOR EXPENSES

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


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

- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee (after expense limitation)(3,4)         0.00%        0.00%
12b-1 fee(5)                                           0.30%        1.00%
Other expenses (after limitation)(3)                   1.42%        1.42%
Total fund operating expenses (after limitation)(3)    1.72%        2.42%

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


- --------------------------------------------------------------------------------
Share class                   Year 1       Year 3      Year 5      Year 10
- --------------------------------------------------------------------------------
Class A shares                  $67         $101        $139        $243
Class B shares
   Assuming redemption
   at end of period             $75         $105        $149        $258
   Assuming no redemption       $25         $75         $129        $258

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

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

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

(3)  Reflects the adviser`s temporary agreement to limit expenses (except for
     12b-1 and transfer agent expenses). Without this limitation, management
     fees would be 1.00% for each class, other expenses would be 3.58% for each
     class and total fund operating expenses would be 4.88% for Class A and
     5.58% for Class B.

(4)  Includes a subadviser fee equal to 0.70% of the fund's net assets.

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


12  GROWTH - INTERNATIONAL FUND

<PAGE>


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

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


Volatility, as indicated by Class A year-by-year total investment return (%)

     [The following table was presented as a graph in the printed document]

                                                  Total
                                                Investment
                                                  Return
                                                  At Net
          Year                                  Asset Value(4)
          ----                                  -----------
          1994(1)                                   1.77(5)
          1995                                     (4.96)  
          1996(2)                                   9.09(5)

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
Class A - year ended October 31,                                               1994(1)         1995            1996(2)
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>             <C>             <C>  
Per share operating performance
Net asset value, beginning of period                                          $8.50           $8.65           $8.14
Net investment income (loss)                                                   0.07(3)         0.04            0.02(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                  0.08           (0.47)           0.72
Total from investment operations                                               0.15           (0.43)           0.74
Less distributions:
   Dividends from net investment income                                          --           (0.03)             --
   Distributions from net realized gain on investments
   sold and foreign currency transactions                                        --           (0.05)             --
   Total distributions                                                           --           (0.08)             --
Net asset value, end of period                                                $8.65           $8.14           $8.88
Total investment return at net asset value(4) (%)                              1.77(5)        (4.96)           9.09(5)
Total adjusted investment return at net asset value(4,6) (%)                  (0.52)(5)       (8.12)           8.37(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                  4,426           4,215           6,076
Ratio of expenses to average net assets (%)                                    1.50(7)         1.64            1.69(7)
Ratio of adjusted expenses to average net assets(8) (%)                        3.79(7)         4.80            3.12(7)
Ratio of net investment income (loss) to average net assets (%)                1.02(7)         0.56            0.40(7)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                                             (1.27)(7)       (2.60)          (1.03)(7)
Portfolio turnover rate (%)                                                      50              69              34
Fee reduction per share ($)                                                    0.16(3)         0.25            0.07(3)
Average brokerage commission rate(9) ($)                                        N/A             N/A            0.00(10)

</TABLE>

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
Class B - year ended October 31,                                               1994(1)         1995            1996(2)
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>             <C>             <C>  
Per share operating performance
Net asset value, beginning of period                                          $8.50           $8.61           $8.05
Net investment income (loss)                                                   0.02(3)        (0.03)          (0.01)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                  0.09           (0.48)           0.72
Total from investment operations                                               0.11           (0.51)           0.71
Less distributions:
   Distributions from net realized gain on investments
   sold and foreign currency transactions                                        --           (0.05)             --
Net asset value, end of period                                                $8.61           $8.05           $8.76
Total investment return at net asset value(4) (%)                              1.29(5)        (5.89)           8.82(5)
Total adjusted investment return at net asset value(4,6) (%)                  (1.00)(5)       (9.05)           8.10(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                  3,948           3,990           8,192
Ratio of expenses to average net assets (%)                                    2.22(7)         2.52            2.39(7)
Ratio of adjusted expenses to average net assets(8) (%)                        4.51(7)         5.68            3.82(7)
Ratio of net investment income (loss) to average net assets (%)                0.31(7)        (0.37)          (0.25)(7)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                                             (1.98)(7)       (3.53)          (1.68)(7)
Portfolio turnover rate (%)                                                      50              69              34
Fee reduction per share ($)                                                    0.16(3)         0.25            0.07(3)
Average brokerage commission rate(9) ($)                                        N/A             N/A            0.00(10)

</TABLE>

(1)  Class A and Class B shares commenced operations on January 3, 1994.

(2)  Six months ended April 30, 1996. (Unaudited.)

(3)  Based on the average of the shares outstanding at the end of each month.

(4)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.

(5)  Not annualized.

(6)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.

(7)  Annualized.

(8)  Unreimbursed, without fee reduction.

(9)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

(10) Less than one cent per share.


                                                  GROWTH - INTERNATIONAL FUND 13

<PAGE>


Pacific Basin Equities Fund

REGISTRANT NAME: JOHN HANCOCK WORLD FUND          TICKER SYMBOL  CLASS A: JHWPX
                                                                 CLASS B: FPBBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[LOGO] The fund seeks long-term growth of capital. To pursue this goal, the fund
invests primarily in a diversified portfolio of stocks of companies located in
countries bordering the Pacific Ocean. Under normal circumstances, the fund will
invest at least 65% of assets in these companies, with the balance invested in
equities of companies not in the Pacific Basin countries and in investment-grade
debt securities of U.S., Japanese, Australian and New Zealand issuers.

The fund does not maintain a fixed allocation of assets. The fund may at times
invest less than 65% of assets in Pacific Basin equities.

PORTFOLIO SECURITIES

[LOGO] Under normal circumstances, the fund invests primarily in common stocks
and other equity securities, but may invest in virtually any type of security,
foreign or domestic, including preferred and convertible securities, warrants
and investment-grade debt securities.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, and may engage in other investment
practices.

RISK FACTORS

[LOGO] As with any growth fund, the value of your investment will fluctuate in
response to stock market movements. Because the fund concentrates on one region,
investors should expect above-average volatility.

Also, because the fund invests internationally, it carries additional risks,
including currency, information, natural event and political risks. These risks,
which may make the fund more volatile than a comparable domestic growth fund,
are defined in "More about risk" starting on page 31. The risks of international
investing are higher in emerging markets, a category that includes many Pacific
Basin countries.

To the extent that the fund utilizes higher-risk securities practices, it takes
on further risks that could adversely affect its performance. Please read "More
about risk" carefully before investing.

MANAGEMENT/SUBADVISERS

[LOGO] The fund's management is carried out jointly by the adviser's
international equities portfolio management team and two subadvisers, Indosuez
Asia Advisers Limited and John Hancock Advisers International. Indosuez is
majority owned by Caisse Nationale de Credit Agricole, a French banking
institution.

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

INVESTOR EXPENSES

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

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


- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee(3)                                      0.80%        0.80%
12b-1 fee(4)                                           0.30%        1.00%
Other expenses                                         0.97%        0.97%
Total fund operating expenses                          2.07%        2.77%


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

- --------------------------------------------------------------------------------
Share class                     Year 1       Year 3      Year 5      Year 10
- --------------------------------------------------------------------------------
Class A shares                    $70         $112        $156        $278
Class B shares
   Assuming redemption
   at end of period               $78         $116        $166        $293
   Assuming no redemption         $28         $86         $146        $293


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



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

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

(3)  Includes a subadviser fee equal to 0.35% of the fund's net assets.

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


14  GROWTH - PACIFIC BASIN EQUITIES FUND

<PAGE>

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

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


Volatility, as indicated by Class A year-by-year total investment return (%)

     [The following table was presented as a graph in the printed document]

                                                  Total
                                                Investment
                                                  Return
                                                  At Net
          Year                                  Asset Value(4)
          ----                                  -----------
          1988(1)                                   (3.61)(6) 
          1989                                      18.06    
          1990                                      (0.44)    
          1991                                      (2.15)   
          1992                                      (1.99)   
          1993                                      49.61    
          1994                                      22.82    
          1995                                      (7.65)   
          1996(2)                                    7.80(6) 


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
Class A - year ended August 31,                                                  1988(1)     1989      1990       1991      1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>         <C>       <C>        <C>       <C>  
Per share operating performance
Net asset value, beginning of period                                            $10.00      $9.61     $11.10     $10.34    $9.05
Net investment income (loss)                                                      0.01      (0.02)     (0.04)     (0.01)   (0.07)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                    (0.37)      1.75       0.11      (0.33)   (0.11)
Total from investment operations                                                 (0.36)      1.73       0.07      (0.34)   (0.18)
Less distributions:
   Dividends from net investment income                                          (0.03)     (0.01)        --         --       --
   Distributions from net realized gain on investments sold
   and foreign currency transactions                                                --      (0.23)     (0.83)     (0.95)      --
   Total distributions                                                           (0.03)     (0.24)     (0.83)     (0.95)      --
Net asset value, end of period                                                   $9.61     $11.10     $10.34      $9.05    $8.87
Total investment return at net asset value(5) (%)                                (3.61)(6)  18.06      (0.44)     (2.15)   (1.99)
Total adjusted investment return at net asset value(5,7) (%)                     (8.05)(6)  15.12      (2.86)     (5.19)   (5.57)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                     4,771      5,116      4,578      4,065    3,222
Ratio of expenses to average net assets (%)                                       1.75(8)    1.75       2.45       2.75     2.73
Ratio of adjusted expenses to average net assets(9) (%)                           6.19(8)    4.69       4.89       5.79     6.31
Ratio of net investment income (loss) to average net assets (%)                   0.04(8)   (0.15)     (0.28)     (0.06)   (0.82)
Ratio of adjusted net investment income (loss) to average
net assets(9) (%)                                                                (4.40)(8)  (3.09)     (2.70)     (3.10)   (4.40)
Portfolio turnover rate (%)                                                        148        227        154        151      179
Fee reduction per share  ($)                                                      1.15       0.39       0.31       0.24     0.31(3)
Average brokerage commission rate(10) ($)                                          N/A        N/A        N/A        N/A     N/A

</TABLE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
Class A - year ended August 31, (continued)                                       1993       1994       1995       1996(2) 
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>       <C>        <C>        <C>       
Per share operating performance                                                                                             
Net asset value, beginning of period                                              $8.87     $13.27     $15.88     $14.11    
Net investment income (loss)                                                    (0.11)(3)  (0.10)(3)   0.02(3,4) (0.02)(3)  
Net realized and unrealized gain (loss) on investments and                                                                  
foreign currency transactions                                                      4.51       3.12     (1.24)       1.12    
Total from investment operations                                                   4.40       3.02     (1.22)       1.10    
Less distributions:                                                                                                         
   Dividends from net investment income                                              --         --         --         --    
   Distributions from net realized gain on investments sold                                                                 
   and foreign currency transactions                                                 --     (0.41)     (0.55)         --    
   Total distributions                                                               --     (0.41)     (0.55)         --    
Net asset value, end of period                                                   $13.27     $15.88     $14.11     $15.21    
Total investment return at net asset value(5) (%)                                 49.61      22.82     (7.65)      7.80(6)  
Total adjusted investment return at net asset value(5,7) (%)                      48.31         --         --         --    
Ratios and supplemental data                                                                                                
Net assets, end of period (000s omitted) ($)                                     14,568     50,261     37,417     43,051    
Ratio of expenses to average net assets (%)                                        2.94       2.43       2.05      2.12(8)  
Ratio of adjusted expenses to average net assets(9) (%)                            4.24         --         --         --    
Ratio of net investment income (loss) to average net assets (%)                  (0.98)     (0.66)      0.13(4)  (0.30)(8)  
Ratio of adjusted net investment income (loss) to average                                                                   
net assets(9) (%)                                                                (2.28)         --         --         --    
Portfolio turnover rate (%)                                                         171         68         48         26    
Fee reduction per share  ($)                                                      0.14(3)       --         --         --    
Average brokerage commission rate(10) ($)                                           N/A        N/A        N/A       0.01    

</TABLE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
Class B - year ended August 31,                                                    1994(1)             1995                1996(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                 <C>                 <C>   
Per share operating performance
Net asset value, beginning of period                                              $15.11              $15.84              $13.96
Net investment income (loss)                                                       (0.09)(3)           (0.09)(3)           (0.08)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                       0.82               (1.24)               1.12
Total from investment operations                                                    0.73               (1.33)               1.04
Less distributions:
   Distributions from net realized gain on investments sold
   and foreign currency transactions                                                  --               (0.55)                 --
Net asset value, end of period                                                    $15.84              $13.96              $15.00
Total investment return at net asset value(5) (%)                                  (4.83)(6)           (8.38)               7.45(6)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                       9,480              14,368              30,399
Ratio of expenses to average net assets (%)                                         3.00(8)             2.77                2.84(8)
Ratio of net investment income (loss) to average net assets (%)                    (1.40)(8)           (0.66)              (1.09)(8)
Portfolio turnover rate (%)                                                           68                  48                  26
Average brokerage commission rate(10) ($)                                            N/A                 N/A                0.01

</TABLE>

(1)  Class A and Class B shares commenced operations on September 8, 1987 and
     March 7, 1994, respectively.

(2)  Six months ended February 29, 1996. (Unaudited.)

(3)  Based on the average of the shares outstanding at the end of each month.

(4)  May not accord to amounts shown elsewhere in the financial statements due
     to the timing of sales and repurchases of fund shares in relation to
     fluctuating market values of the investments of the fund.

(5)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.

(6)  Not annualized.

(7)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.

(8)  Annualized.

(9)  Unreimbursed, without fee reduction.

(10) Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.


                                         GROWTH - PACIFIC BASIN EQUITIES FUND 15

<PAGE>


Short-Term Strategic Income Fund

REGISTRANT NAME: FREEDOM INVESTMENT TRUST II      TICKER SYMBOL  CLASS A: JHSAX
                                                                 CLASS B: FRSWX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[LOGO] The fund seeks a high level of current income. To pursue this goal, the
fund invests primarily in debt securities issued or guaranteed by:

o  foreign governments and companies including those in emerging markets

o  the U.S. Government, its agencies or instrumentalities

o  U.S. companies

Under normal circumstances, the fund will invest assets in all three of these
sectors, but may invest up to 100% in any one sector. The fund maintains an
average portfolio maturity of three years or less.

PORTFOLIO SECURITIES

[LOGO] The fund may invest in all types of debt securities. The fund's U.S.
Government securities may include mortgage-backed securities. The fund may
invest up to 67% of assets in securities rated as low as B and their unrated
equivalents. Bonds rated lower than BBB/Baa are considered junk bonds. However,
the fund maintains an average portfolio quality rating of A, which is an
investment-grade rating.

Because the fund is non-diversified, it may invest more than 5% of assets in
securities of a single issuer, but no more than 25% of assets in the securities
of any one foreign government. The fund also may invest in certain other
investments, including derivatives, and may engage in other investment
practices.

RISK FACTORS

[LOGO] The value of your investment in the fund will fluctuate with changes in
currency exchange rates as well as interest rates. Typically, a rise in interest
rates causes a decline in the market value of fixed income securities.

International investing, particularly in emerging markets, carries additional
risks, including currency information, natural event and political risks. Junk
bonds may carry above-average credit and market risks and mortgage-backed
securities may carry extension and prepayment risks. These risks are defined in
"More about risk" starting on page 31.

To the extent that the fund utilizes higher-risk securities practices, it takes
on further risks that could adversely affect its performance. Please read "More
about risk" carefully before investing.

PORTFOLIO MANAGEMENT

[LOGO] Anthony A. Goodchild, Lawrence J. Daly and Janet L. Clay lead the
portfolio management team. Messrs. Goodchild and Daly are senior vice presidents
and joined John Hancock Funds in July 1994, having been in the investment
business since 1968 and 1972, respectively. Ms. Clay, a second vice president,
joined John Hancock Funds in August 1995 and has been in the investment business
since 1990.

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

INVESTOR EXPENSES

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

- --------------------------------------------------------------------------------
Shareholder transaction expenses                      Class A      Class B
- --------------------------------------------------------------------------------
Maximum sales charge imposed on purchases
(as a percentage of offering price)                    3.00%        none
Maximum sales charge imposed on
reinvested dividends                                   none         none
Maximum deferred sales charge                          none(1)      3.00%
Redemption fee(2)                                      none         none
Exchange fee                                           none         none


- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee                                         0.65%        0.65%
12b-1 fee(3)                                           0.30%        1.00%
Other expenses                                         0.42%        0.42%
Total fund operating expenses                          1.37%        2.07%


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

- --------------------------------------------------------------------------------
Share class                     Year 1      Year 3      Year 5      Year 10
- --------------------------------------------------------------------------------
Class A shares                    $44         $72        $103        $190
Class B shares
   Assuming redemption
   at end of period               $51         $85        $111        $198
   Assuming no redemption         $21         $65        $111        $198


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



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

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

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


16  INCOME - SHORT-TERM STRATEGIC INCOME FUND

<PAGE>

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

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


Volatility, as indicated by Class B year-by-year total investment return (%)

     [The following table was presented as a graph in the printed document]

                                                  Total
                                                Investment
                                                  Return
                                                  At Net
          Year                                  Asset Value(4)
          ----                                  -----------
          1991(1)                                  8.85(5) 
          1992                                     0.64    
          1993                                     5.98    
          1994                                     1.93    
          1995                                     7.97    
          1996(2)                                  3.77(6) 

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
Class A - year ended October 31,                                        1992(1)       1993          1994         1995        1996(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>           <C>           <C>          <C>         <C>  
Per share operating performance
Net asset value, beginning of period                                   $9.86         $9.32         $9.12        $8.47       $8.41
Net investment income (loss)                                            0.65          0.83(3)       0.76(3)      0.77(3)     0.33(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                          (0.55)        (0.20)        (0.53)       (0.06)       0.01
Total from investment operations                                        0.10          0.63          0.23         0.71        0.34
Less distributions:
   Dividends from net investment income                                (0.64)        (0.83)        (0.62)       (0.61)      (0.34)
   Distributions in excess of net investment income                       --            --         (0.04)          --          --
   Distributions in excess of net realized gain on investments sold       --            --         (0.12)          --          --
   Distributions from capital paid-in                                     --            --         (0.10)       (0.16)         --
   Total distributions                                                 (0.64)        (0.83)        (0.88)       (0.77)      (0.34)
Net asset value, end of period                                         $9.32         $9.12         $8.47        $8.41       $8.41
Total investment return at net asset value(4) (%)                       1.16(5)       6.78          2.64         8.75        4.10(6)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                          20,468        11,130        13,091       16,997      34,290
Ratio of expenses to average net assets (%)                             1.37(5)       1.21          1.26         1.33        1.40(5)
Ratio of net investment income (loss) to average net assets (%)         8.09(5)       8.59          8.71         9.13        8.05(5)
Portfolio turnover rate (%)                                               86           306           150          147          39

</TABLE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
Class B - year ended October 31,                                  1991(1)     1992       1993        1994       1995       1996(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>        <C>         <C>        <C>        <C>  
Per share operating performance
Net asset value, beginning of period                             $10.00      $10.01     $9.31       $9.11      $8.46      $8.40
Net investment income (loss)                                       0.76        0.87      0.75(3)     0.70(3)    0.70(3)    0.31(3)
Net realized and unrealized gain 
(loss) on investments and
foreign currency transactions                                      0.01       (0.80)    (0.20)      (0.53)     (0.06)      0.00
Total from investment operations                                   0.77        0.07      0.55        0.17       0.64       0.31
Less distributions:
   Dividends from net investment income                           (0.76)      (0.77)    (0.75)      (0.56)     (0.56)     (0.31)
   Distributions in excess of net investment income                  --          --        --       (0.04)        --         --
   Distributions in excess of net realized gain 
   on investments sold                                               --          --        --       (0.12)        --         --
   Distributions from capital paid-in                                --          --        --       (0.10)     (0.14)        --
   Total distributions                                            (0.76)      (0.77)    (0.75)      (0.82)     (0.70)     (0.31)
Net asset value, end of period                                   $10.01       $9.31     $9.11       $8.46      $8.40      $8.40
Total investment return at net asset value(4) (%)                  8.85(5)     0.64      5.98        1.93       7.97       3.77(6)
Total adjusted investment return at net asset value(4,7) (%)       8.81(5)       --        --          --         --         --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                    218,562     236,059   142,873      98,390     84,601     64,684
Ratio of expenses to average net assets (%)                        1.89(5)     2.07      2.01        1.99       2.07       2.06(5)
Ratio of adjusted expenses to average net assets(8) (%)            1.93(5)       --        --          --         --         --
Ratio of net investment income (loss) to average net assets (%)    8.72(5)     8.69      7.81        8.00       8.40       7.44(5)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                                  8.68(5)       --        --          --         --         --
Portfolio turnover rate (%)                                          22          86       306         150        147         39
Fee reduction per share ($)                                        0.0039        --        --          --         --         --

</TABLE>

(1)  Class A and Class B shares commenced operations on January 3, 1992 and
     December 28,1990, respectively.

(2)  Six months ended April 30, 1996. (Unaudited.)

(3)  Based on the average of the shares outstanding at the end of each month.

(4)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.

(5)  Annualized.

(6)  Not annualized.

(7)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.

(8)  Unreimbursed, without fee reduction.


                                    INCOME - SHORT-TERM STRATEGIC INCOME FUND 17

<PAGE>


World Bond Fund

REGISTRANT NAME: FREEDOM INVESTMENT TRUST II     TICKER SYMBOL   CLASS A: FGLAX
                                                                 CLASS B: FGLIX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[LOGO] The fund seeks a high total investment return -- a combination of current
income and capital appreciation. To pursue this goal, the fund invests at least
65% of assets in debt securities issued or guaranteed by:

o    foreign governments and companies including those in emerging markets

o    multinational organizations such as the World Bank

o    the U.S. Government, its agencies or instrumentalities

Under normal circumstances, the fund expects to invest in the securities markets
of at least three countries at any one time, potentially including the U.S. The
fund does not maintain a fixed allocation of assets.

PORTFOLIO SECURITIES

[LOGO] The fund may invest in all types of debt securities of any maturity,
including preferred and convertible securities. Less than 35% of assets may be
invested in junk bonds rated as low as CCC/Caa, or equivalent.

Because the fund is non-diversified, it may invest more than 5% of assets in
securities of a single issuer, but no more than 25% of assets in the securities
of any one foreign government.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest more assets in these securities as a defensive tactic. The fund also may
invest in certain other investments, including derivatives, and may engage in
other investment practices.

RISK FACTORS

[LOGO] As with most bond funds, the value of your investment in the fund will
fluctuate with changes in interest rates. Typically, a rise in interest rates
causes a decline in the market value of fixed income securities.

International investing, particularly in emerging markets, carries additional
risks, including currency, information, natural event and political risks. Junk
bonds may carry above-average credit and market risks and mortgage-backed
securities may carry extension and prepayment risks. These risks are defined in
"More about risk" starting on page 31.

To the extent that the fund utilizes higher-risk securities practices, it takes
on further risks that could adversely affect its performance. Please read "More
about risk" carefully before investing.

PORTFOLIO MANAGEMENT

[LOGO] Anthony A. Goodchild, Lawrence J. Daly and Janet L. Clay lead the
portfolio management team. Messrs. Goodchild and Daly are senior vice presidents
and joined John Hancock Funds in July 1994, having been in the investment
business since 1968 and 1972, respectively. Ms. Clay, a second vice president,
joined John Hancock Funds in August 1995 and has been in the investment business
since 1990.

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

INVESTOR EXPENSES

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

- --------------------------------------------------------------------------------
Shareholder transaction expenses                      Class A      Class B
- --------------------------------------------------------------------------------
Maximum sales charge imposed on purchases
(as a percentage of offering price)                    4.50%        none
Maximum sales charge imposed on
reinvested dividends                                   none         none
Maximum deferred sales charge                          none(1)      5.00%
Redemption fee(2)                                      none         none
Exchange fee                                           none         none


- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee                                         0.75%        0.75%
12b-1 fee(3)                                           0.30%        1.00%
Other expenses                                         0.43%        0.43%
Total fund operating expenses                          1.48%        2.18%


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

- --------------------------------------------------------------------------------
Share class                     Year 1      Year 3      Year 5      Year 10
- --------------------------------------------------------------------------------
Class A shares                    $59         $90        $122        $214
Class B shares
   Assuming redemption
   at end of period               $72         $98        $137        $234
   Assuming no redemption         $22         $68        $117        $234


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



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

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

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


18  INCOME - WORLD BOND FUND

<PAGE>


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

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


Volatility, as indicated by Class B year-by-year total investment return (%)

     [The following table was presented as a graph in the printed document]

                                                  Total
                                                Investment
                                                  Return
                                                  At Net
          Year                                  Asset Value(4)
          ----                                  -----------
          1987(7)                                    65.96(5)  
          1987(8)                                     1.59(5)  
          1988                                       20.09     
          1989                                        5.47     
          1990                                       11.84     
          1991                                       10.44     
          1992                                        1.72     
          1993                                        6.77  
          1994                                       (1.88)     
          1995                                       11.51  
          1996(2)                                     0.30(6)    


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------------------
Class A - year ended October 31,                        1992(1)           1993         1994             1995             1996(2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>          <C>              <C>              <C>  
Per share operating performance
Net asset value, beginning of period                   $10.57            $9.76        $9.62            $8.85            $9.30
Net investment income (loss)                             0.64             0.76         0.64(3)          0.57(3)          0.25(3)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions           (0.74)           (0.10)       (0.78)            0.48            (0.19)
Total from investment operations                        (0.10)            0.66        (0.14)            1.05             0.06
Less distributions:
   Dividends from net investment income                 (0.71)           (0.38)       (0.11)           (0.59)           (0.25)
   Distributions in excess of net investment income        --            (0.04)          --               --               --
   Distributions from capital paid-in                      --            (0.38)       (0.52)           (0.01)              --
   Total distributions                                  (0.71)           (0.80)       (0.63)           (0.60)           (0.25)
Net asset value, end of period                          $9.76            $9.62        $8.85            $9.30            $9.11
Total investment return at net asset value(4) (%)       (0.88)(5)         7.14        (1.30)           12.25             0.63(6)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)           12,880           12,882        8,949           35,334           31,336
Ratio of expenses to average net assets (%)              1.41(5)          1.46         1.59             1.48             1.56(5)
Ratio of net investment income (loss) to average
net assets (%)                                           7.64(5)          7.89         7.00             6.43             5.38(5)
Portfolio turnover rate (%)                               476              363          174              263              141

</TABLE>

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------------
Class B - year ended October 31,                           1987(7)    1987(8)     1988        1989        1990        1991 
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>        <C>         <C>         <C>         <C>         <C>   
Per share operating performance
Net asset value, beginning of period                      $9.60      $10.79      $10.32      $10.98      $10.21      $10.38
Net investment income (loss)                               0.31        0.25        0.67        0.83        0.85        0.90
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                          1.29       (0.18)       1.31       (0.27)       0.28        0.13
Total from investment operations                           1.60        0.07        1.98        0.56        1.13        1.03
Less distributions:
   Dividends from net investment income                   (0.26)      (0.28)      (0.68)      (0.84)      (0.85)      (0.73)
   Distributions from net realized gain on investments    (0.15)      (0.26)      (0.64)      (0.49)         --       (0.24)
   Distributions in excess of net investment income          --          --          --          --          --          -- 
   Distributions from capital paid-in                        --          --          --          --       (0.11)         -- 
   Total distributions                                    (0.41)      (0.54)      (1.32)      (1.33)      (0.96)      (0.97)
Net asset value, end of period                           $10.79      $10.32      $10.98      $10.21      $10.38      $10.44
Total investment return at net asset value(4) (%)         65.96(5)     1.59(5)    20.09        5.47       11.84       10.44
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)             18,253      58,658     174,833     255,214     186,524     192,687
Ratio of expenses to average net assets (%)                2.41(5)     2.19(5)     1.74        1.75        1.82        1.90
Ratio of net investment income (loss) to average
net assets (%)                                             8.69(5)     6.32(5)     6.04        8.07        8.67        8.74
Portfolio turnover rate (%)                                 140(5)      152(5)      364         333         186         159

</TABLE>

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
Class B - year ended October 31, (continued)               1992            1993           1994             1995             1996(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>            <C>              <C>              <C>  
Per share operating performance
Net asset value, beginning of period                      $10.44          $9.74          $9.62            $8.85            $9.30
Net investment income (loss)                                0.78           0.72           0.59(3)          0.55(3)          0.22(3)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                          (0.59)         (0.09)         (0.78)            0.44            (0.19)
Total from investment operations                            0.19           0.63          (0.19)            0.99             0.03
Less distributions:
   Dividends from net investment income                    (0.89)         (0.33)         (0.06)           (0.53)           (0.22)
   Distributions from net realized gain on investments        --             --             --               --               --
   Distributions in excess of net investment income           --          (0.04)            --               --               --
   Distributions from capital paid-in                         --          (0.38)         (0.52)           (0.01)              --
   Total distributions                                     (0.89)         (0.75)         (0.58)           (0.54)           (0.22)
Net asset value, end of period                             $9.74          $9.62          $8.85            $9.30            $9.11
Total investment return at net asset value(4) (%)           1.72           6.77          (1.88)           11.51             0.30(6)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)             199,102        197,166        114,656           65,600           53,963
Ratio of expenses to average net assets (%)                 1.91           1.91           2.17             2.16             2.22(5)
Ratio of net investment income (loss) to average
net assets (%)                                              7.59           7.45           6.41             6.03             4.72(5)
Portfolio turnover rate (%)                                  476            363            174              263              141

</TABLE>



(1)  Class A shares commenced operations on January 3, 1992.

(2)  Six months ended April 30, 1996. (Unaudited.)

(3)  Based on the average of the shares outstanding at the end of each month.

(4)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.

(5)  Annualized.

(6)  Not annualized.

(7)  For the period December 17, 1986 (commencement of operations) to May 31,
     1987.

(8)  For the period June 1, 1987 to October 31, 1987.


                                                     INCOME - WORLD BOND FUND 19

<PAGE>


Your account

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

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


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

o    Front-end sales charges, as          o  No front-end sales charge;
     described below. There are              all your money goes to
     several ways to reduce                  work for you right away.
     these charges, also                  o  Higher annual expenses
     described below.                        than Class A shares.

o    Lower annual expenses                o  A deferred sales charge, as
     than Class B shares.                    described below.

                                          o  Automatic conversion to
                                             Class A shares after eight
                                             years (five years for Short-
                                             Term Strategic Income 
                                             Fund), thus reducing future
                                             annual expenses.

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



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

Class A Sales charges are as follows:

- --------------------------------------------------------------------------------
Class A sales charges - Short-Term Strategic Income
- --------------------------------------------------------------------------------
                                      As a % of            As a % of your
 Your investment                      offering price       investment

 Up to $99,999                        3.00%                3.09%
 $100,000 -  $499,999                 2.50%                2.56%
 $500,000 - $999,999                  2.00%                2.04%
 $1,000,000 and over                  See below


- --------------------------------------------------------------------------------
 Class A sales charges - World Bond
- --------------------------------------------------------------------------------
                                      As a % of            As a % of your
 Your investment                      offering price       investment

 Up to $99,999                        4.50%                4.71%
 $100,000 - $249,999                  3.75%                3.90%
 $250,000 - $499,999                  2.75%                2.83%
 $500,000 - $999,999                  2.00%                2.04%
 $1,000,000 and over                  See below


- --------------------------------------------------------------------------------
 Class A sales charges - growth funds
- --------------------------------------------------------------------------------
                                      As a % of            As a % of your
 Your investment                      offering price       investment

 Up to $49,999                        5.00%                5.26%
 $50,000 - $99,999                    4.50%                4.71%
 $100,000 - $249,999                  3.50%                3.63%
 $250,000 - $499,999                  2.50%                2.56%
 $500,000 - $999,999                  2.00%                2.04%
 $1,000,000 and over                  See below


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


- --------------------------------------------------------------------------------
 CDSC on $1 million+ investments (all funds)
- --------------------------------------------------------------------------------
 Your investment                            CDSC on shares being sold

 First $1M - $4,999,999                     1.00%
 Next $1 - $5M above that                   0.50%
 Next $1 or more above that                 0.25%


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


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


20 YOUR ACCOUNT

<PAGE>



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


- --------------------------------------------------------------------------------
 Class B deferred charges
- --------------------------------------------------------------------------------
 Years after               CDSC on Short-Term           CDSC on all
 purchase                  Strategic Income             other fund shares
                           shares being sold            being sold

 1st year                  3.00%                        5.00%
 2nd year                  2.00%                        4.00%
 3rd  year                 2.00%                        3.00%
 4th year                  1.00%                        3.00%
 5th year                  None                         2.00%
 6th year                  None                         1.00%
 After 6 years             None                         None


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


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


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

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

o    Accumulation Privilege -- lets you add the value of any Class A shares you
     already own to the amount of your next Class A investment for purposes of
     calculating the sales charge.

o    Letter of Intention-- lets you purchase Class A shares of a fund over a
     13-month period and receive the same sales charge as if all shares had been
     purchased at once.

o    Combination Privilege -- lets you combine Class A shares of multiple funds
     for purposes of calculating the sales charge.

To utilize: complete the appropriate section of your application, or contact
your financial representative or Investor Services to add these options (see the
back cover of this prospectus).


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

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


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

o    to make payments through certain systematic withdrawal plans

o    to make certain distributions from a retirement plan

o    because of shareholder death or disability

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


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

To utilize: contact your financial representative or Investor Services.


                                                                 YOUR ACCOUNT 21
<PAGE>


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

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

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

o    selling brokers and their employees and sales representatives

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

o    fund trustees and other individuals who are affiliated with these or other
     John Hancock funds

o    individuals transferring assets to a John Hancock growth fund from an
     employee benefit plan that has John Hancock funds

o    members of an approved affinity group financial services program

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

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

o    clients of AFA, when their funds are transferred directly to Global
     Technology Fund from accounts managed by AFA

o    certain former shareholders of John Hancock National Aviation & Technology
     Fund and Nova Fund (applies to Global Technology Fund only).

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


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

1    Read this prospectus carefully.

2    Determine how much you want to invest. The minimum initial investments for
     the John Hancock funds are as follows:

     o    non-retirement account: $1,000

     o    retirement account: $250

     o    group investments: $250

     o    Monthly Automatic Accumulation Plan (MAAP): $25 to open; you must
          invest at least $25 a month

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

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

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


22 YOUR ACCOUNT

<PAGE>


- --------------------------------------------------------------------------------
Buying shares
- --------------------------------------------------------------------------------

     Opening an account                                                  

By check
[LOGO]

o    Make out a check for the investment amount, payable to "John Hancock
     Investor Services Corporation."

o    Deliver the check and your completed application to your financial
     representative, or mail them to Investor Services (address below).


By exchange
[LOGO]

o    Call your financial representative or Investor Services to request an
     exchange.


By wire
[LOGO]

o    Deliver your completed application to your financial representative, or
     mail it to Investor Services.

o    Obtain your account number by calling your financial representative or
     Investor Services.

o    Instruct your bank to wire the amount of your investment to:

     First Signature Bank & Trust
     Account # 900000260
     Routing # 211475000
     Specify the fund name, your choice of share class, the new account number
     and the name(s) in which the account is registered. Your bank may charge a
     fee to wire funds.


By phone
[LOGO]

     See "By wire" and "By exchange."


     Adding to an account

By check
[LOGO]

o    Make out a check for the investment amount payable to "John Hancock
     Investor Services Corporation."

o    Fill out the detachable investment slip from an account statement. If no
     slip is available, include a note specifying the fund name, your share
     class, your account number and the name(s) in which the account is
     registered.

o    Deliver the check and your investment slip or note to your financial
     representative, or mail them to Investor Services (address below).


By exchange
[LOGO]

o    Call Investor Services to request an exchange.


By wire
[LOGO]

o    Instruct your bank to wire the amount of your investment to:

     First Signature Bank & Trust
     Account # 900000260
     Routing # 211475000
     Specify the fund name, your share class, your account number and the
     name(s) in which the account is registered. Your bank may charge a fee to
     wire funds.


By phone
[LOGO]

o    Verify that your bank or credit union is a member of the Automated Clearing
     House (ACH) system.

o    Complete the "Invest-By-Phone" and "Bank Information" sections on your
     account application.

o    Call Investor Services to verify that these features are in place on your
     account.

o    Tell the Investor Services representative the fund name, your share class,
     your account number, the name(s) in which the account is registered and the
     amount of your investment.


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

Phone number
1-800-225-5291

Or contact your financial representative for instructions and assistance.
- --------------------------------------------------------------------------------



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



                                                                 YOUR ACCOUNT 23

<PAGE>


- --------------------------------------------------------------------------------
Selling shares
- --------------------------------------------------------------------------------

     Designed for 

- --------------------------------------------------------------------------------
By letter
- --------------------------------------------------------------------------------
[LOGO]

o    Accounts of any type.

o    Sales of any amount.


- --------------------------------------------------------------------------------
By phone
- --------------------------------------------------------------------------------
[LOGO]

o    Most accounts.

o    Sales of up to $100,000.


- --------------------------------------------------------------------------------
By wire or electronic funds transfer (EFT)
- --------------------------------------------------------------------------------
[LOGO]

o    Requests by letter to sell any amount (accounts of any type).

o    Requests by phone to sell up to $100,000 (accounts with telephone
     redemption privileges).


- --------------------------------------------------------------------------------
By exchange
- --------------------------------------------------------------------------------
[LOGO]

o    Accounts of any type.

o    Sales of any amount.


- --------------------------------------------------------------------------------
By check
- --------------------------------------------------------------------------------
[LOGO]

o  Short-Term Strategic Income Fund only.

o  Any account with checkwriting privileges.

o  Sales of over $100.



     To sell some or all of your shares

- --------------------------------------------------------------------------------
By letter
- --------------------------------------------------------------------------------
[LOGO]

o    Write a letter of instruction or complete a stock power indicating the fund
     name, your share class, your account number, the name(s) in which the
     account is registered and the dollar value or number of shares you wish to
     sell.

o    Include all signatures and any additional documents that may be required
     (see next page).

o    Mail the materials to Investor Services.

o    A check will be mailed to the name(s) and address in which the account is
     registered, or otherwise according to your letter of instruction.


- --------------------------------------------------------------------------------
By phone
- --------------------------------------------------------------------------------
[LOGO]

o    For automated service 24 hours a day using your touch-tone phone, call the
     EASI-Line at 1-800-338-8080.

o    To place your order with a representative at John Hancock Funds, call
     Investor Services between 8 A.M. and 4 P.M. on most business days.


- --------------------------------------------------------------------------------
By wire or electronic funds transfer (EFT)
- --------------------------------------------------------------------------------
[LOGO]

o    Fill out the "Telephone Redemption" section of your new account
     application.

o    To verify that the telephone redemption privilege is in place on an
     account, or to request the forms to add it to an existing account, call
     Investor Services.

o    Amounts of $1,000 or more will be wired on the next business day. A $4 fee
     will be deducted from your account.

o    Amounts of less than $1,000 may be sent by EFT or by check. Funds from EFT
     transactions are generally available by the second business day. Your bank
     may charge a fee for this service.


- --------------------------------------------------------------------------------
By exchange
- --------------------------------------------------------------------------------
[LOGO]

o    Obtain a current prospectus for the fund into which you are exchanging by
     calling your financial representative or Investor Services.

o    Call Investor Services to request an exchange.


- --------------------------------------------------------------------------------
By check
- --------------------------------------------------------------------------------
[LOGO]

o    Request checkwriting on your account application.

o    Verify that the shares to be sold were purchased more than 15 days earlier
     or were purchased by wire.

o    Write a check for any amount over $100.


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

Phone number
1-800-225-5291

Or contact your financial representative for instructions and assistance.
- --------------------------------------------------------------------------------



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



24  YOUR ACCOUNT

<PAGE>


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

o    your address of record has changed within the past 30 days

o    you are selling more than $100,000 worth of shares

o    you are requesting payment other than by a check mailed to the address of
     record and payable to the registered owner(s)

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

o    a broker or securities dealer

o    a federal savings, cooperative or other type of bank

o    a savings and loan or other thrift institution

o    a credit union

o    a securities exchange or clearing agency

A notary public CANNOT provide a signature guarantee.


- --------------------------------------------------------------------------------
Seller                                  Requirements for written requests
- --------------------------------------------------------------------------------

                                                 [LOGO]

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



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



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



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



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



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

                                                                 YOUR ACCOUNT 25

<PAGE>


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

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

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

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

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

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

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

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

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


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

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

Foreign currencies Purchases must be made in U.S. dollars. Purchases in foreign
currencies must be converted, which may result in a fee and delayed execution.

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


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

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

o    after every transaction (except a dividend reinvestment) that affects your
     account balance

o    after any changes of name or address of the registered owner(s)

o    in all other circumstances, every quarter

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


26  YOUR ACCOUNT

<PAGE>



Dividends The income funds generally declare income dividends daily and pay them
monthly. These income dividends begin accruing the day after payment is received
by the fund and continue through the day your shares are actually sold. The
growth funds pay income dividends, if any, annually. All funds distribute
capital gains, if any, annually.

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

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

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

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

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

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

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


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

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

o    Complete the appropriate parts of your account application.

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


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

o    Make sure you have at least $5,000 worth of shares in your account.

o    Make sure you are not planning to invest more money in this account (buying
     shares during a period when you are also selling shares of the same fund is
     not advantageous to you, because of sales charges).

o    Specify the payee(s). The payee may be yourself or any other party, and
     there is no limit to the number of payees you may have, as long as they are
     all on the same payment schedule.

o    Determine the schedule: monthly, quarterly, semi-annually, annually or in
     certain selected months.

o    Fill out the relevant part of the account application. To add a systematic
     withdrawal plan to an existing account, contact your financial
     representative or Investor Services.


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


                                                                 YOUR ACCOUNT 27

<PAGE>


Fund details

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

How the funds are organized Each John Hancock international/global fund is an
open-end management investment company or a series of such a company.

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

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

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


  {The following table was presented as a flow chart in the printed document]


                     --------------------------------------
                                  Shareholders
                     --------------------------------------



                     --------------------------------------
                           Financial service firms and
                             their representatives
Distribution and 
shareholder services
                         Advise current and prospective
                     shareholders on their fund investments,
                       often in the context of an overall
                                 financial plan.
                     --------------------------------------



     ---------------------------                  -----------------------------
     Principle distributor                        Transfer agent               
     John Hancock Funds, Inc.                     John Hancock Investor        
     101 Huntington Avenue                        Services Corporation         
     Boston, MA 02199-7603                        P.O. Box 9116                
                                                  Boston, MA 02205-9116        
     Markets the funds and                                                     
     distributes shares through                   Handles shareholder services,
     selling brokers, financial                   including record-keeping and 
     planners and other financial                 statements, distribution of  
     representatives.                             dividends and processing of  
                                                  buy and sell requests        
     ---------------------------                  -----------------------------

<TABLE>
<CAPTION>
                                                                                               Asset management
- -------------------------------        -----------------------------      -------------------------------------
<S>                                     <C>                                <C>
    Subadvisers                            Investment Adviser                   Custodians
American Fund Advisers, Inc.            John Hancock Advisers, Inc.        Investors Bank & Trust Co.          
1415 Kellum Place                       101 Huntington Avenue              89 South Street                     
Garden City, NY 11530                   Boston, MA 02199-7603              Boston, MA 02111                    
                                                                                                               
John Hancock Advisers                   Manages the funds' business        State Street Bank and Trust Company 
International Limited                   and investment activities.         225 Franklin Street                 
34 Dover Street                                                            Boston, MA 02110                    
London, UK W1X3Ra                                                                                              
                                                                           Hold the funds' assets, settle      
Indosuez Asia Advisers Limited                                             all portfolio trades and            
One Exchange Square                                                        collect most of the valuation       
Hong Kong                                                                  data required for calculating       
                                                                           each fund's NAV.                    
Provide portfolio management                                               
to certain funds.                                                                                              
- -------------------------------        -----------------------------      -------------------------------------

</TABLE>


                                      --------------------------------
                                             Trustees/Directors

                                      Supervise the funds' activities.
                                      --------------------------------


28 FUND DETAILS

<PAGE>


Accounting compensation The funds compensate the adviser for performing tax and
financial management services. Annual compensation for 1996 will not exceed
0.02% of each fund's average net assets.

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


Investment goals Except for Global Rx Fund, International Fund and World Bond
Fund, each fund's investment goal is fundamental and may only be changed with
shareholder approval.

Diversification Except for Global Rx Fund, Short-Term Strategic Income Fund and
World Bond Fund, all of the international/global funds are diversified.


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

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

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

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


- --------------------------------------------------------------------------------
Class B unreimbursed distribution expenses(1)
- --------------------------------------------------------------------------------
                                      Unreimbursed            As a % of
 Fund                                 expenses                net assets

 Global                               $   750,008                2.74%
 Global Marketplace                   $       N/A                 N/A
 Global Rx                            $   205,352                6.09%
 Global Technology                    $   987,619                4.34%
 International                        $   358,785                9.76%
 Pacific Basin Equities               $   749,799                6.06%
 Short-Term Strategic Income          $ 2,610,556                2.93%
 World Bond                           $ 4,753,035                5.13%

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


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

Annual compensation Beginning with the second year after an investment is made,
the financial services firm receives an annual service fee of 0.25% of its total
eligible net assets. This fee is paid quarterly in arrears. Firms affiliated
with John Hancock, which include Tucker Anthony, Sutro & Company and John
Hancock Distributors, may receive an additional fee of up to 0.05% a year of
their total eligible net assets.

To compensate for continuing services, John Hancock Funds will pay Merrill
Lynch, Pierce, Fenner & Smith, Inc. an annual fee equal to 0.15% of the value of
Class A shares held by its customers for more than four years.



                                                                 FUND DETAILS 29


- --------------------------------------------------------------------------------
Class A investments
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                             Maximum
                                     Sales charge            reallowance           First year              Maximum
                                     paid by investors       or commission         service fee             total compensation(1)
                                     (% of offering price)   (% of offering price) (% of net investment)   (% of offering price)
 <S>                                 <C>                     <C>                   <C>                     <C>  
 Short-Term Strategic Income Fund
 Up to $99,999                       3.00%                   2.26%                 0.25%                   2.50%
 $100,000 - $499,999                 2.50%                   2.01%                 0.25%                   2.25%
 $500,000 - $999,999                 2.00%                   1.51%                 0.25%                   1.75%


 World Bond Fund
 Up to $99,999                       4.50%                   3.76%                 0.25%                   4.00%
 $100,000 - $249,999                 3.75%                   3.01%                 0.25%                   3.25%
 $250,000 - $499,999                 2.75%                   2.06%                 0.25%                   2.30%
 $500,000 - $999,999                 2.00%                   1.51%                 0.25%                   1.75%


 Growth funds
 Up to $49,999                       5.00%                   4.01%                 0.25%                   4.25%
 $50,000 - $99,999                   4.50%                   3.51%                 0.25%                   3.75%
 $100,000 - $249,999                 3.50%                   2.61%                 0.25%                   2.85%
 $250,000 - $499,999                 2.50%                   1.86%                 0.25%                   2.10%
 $500,000 - $999,999                 2.00%                   1.36%                 0.25%                   1.60%


 Regular investments of
 $1 million or more (all funds)
 First $1M - $4,999,999             --                       0.75%                 0.25%                   1.00%
 Next $1 - $5M above that           --                       0.25%                 0.25%                   0.50%
 Next $1 and more above that        --                       0.00%                 0.25%                   0.25%


 Waiver investments(2)              --                       0.00%                 0.25%                   0.25%

</TABLE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
Class B investments
- --------------------------------------------------------------------------------
                                                             Maximum
                                                             reallowance           First year              Maximum
                                                             or commission         service fee             total compensation
                                                             (% of offering price) (% of net investment)   (% of offering price)

 <S>                                                         <C>                   <C>                     <C>  
 Short-Term Strategic Income Fund
 All amounts                                                 2.25%                 0.25%                   2.50%


 All other funds
 All amounts                                                 3.75%                 0.25%                   4.00%

</TABLE>


(1)  Reallowance/commission percentages and service fee percentages are
     calculated from different amounts, and therefore may not equal total
     compensation percentages if combined using simple addition.

(2)  Refers to any investments made by municipalities, financial institutions,
     trusts and affinity group members that take advantage of the sales charge
     waivers described earlier in this prospectus.

CDSC revenues collected by John Hancock Funds may be used to fund commission
payments when there is no initial sales charge.


30  FUND DETAILS

<PAGE>


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

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

The funds are permitted to utilize -- within limits established by the trustees
- -- certain other securities and investment practices that have higher risks and
opportunities associated with them. To the extent a fund utilizes these
securities or practices, its overall performance may be affected, either
positively or negatively. On the following pages are brief descriptions of these
securities and practices, along with the risks associated with them. The funds
follow certain policies that may reduce these risks.

As with any mutual fund, there is no guarantee that the performance of a John
Hancock international/global fund will be positive over any period of time --
days, months or years. However, international markets have performed better over
the past two decades than domestic markets.


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

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

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

Currency risk The risk that fluctuations in the exchange rates between the U.S.
dollar and foreign currencies may negatively affect an investment. Adverse
changes in exchange rates may erode or reverse any gains produced by foreign
currency denominated investments, and may widen any losses.

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

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

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

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

o    Hedged When a derivative (a security whose value is based on another
     security or index) is used as a hedge against an opposite position which
     the fund also holds, any loss generated by the derivative should be
     substantially offset by gains on the hedged investment, and vice versa.
     While hedging can reduce or eliminate losses, it can also reduce or
     eliminate gains.

o    Speculative To the extent that a derivative is not used as a hedge, the
     fund is directly exposed to the risks of that derivative. Gains or losses
     from speculative positions in a derivative may be substantially greater
     than the derivative's original cost.

Liquidity risk The risk that certain securities may be difficult or impossible
to sell at the time and the price that the seller would like. The seller may
have to lower the price, sell other securities instead, or forego an investment
opportunity, any of which could have a negative effect on fund management or
performance.

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

Market risk The risk that the market value of a security may move up and down,
sometimes rapidly and unpredictably. These fluctuations may cause a security to
be worth less than it was worth at an earlier time. Market risk may affect a
single issuer, industry, sector of the economy or the market as a whole. Common
to all stocks and bonds and the mutual funds that invest in them.

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

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

Political risk The risk of losses directly attributable to government or
political actions of any sort. These actions may range from changes in tax or
trade statutes to expropriation, governmental collapse and war.

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

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


                                                                 FUND DETAILS 31

<PAGE>


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

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

     [The following symbols have been modified from those presented in the
   printed document in order to facilitate understanding of the EDGAR table]

*  10 Percent of total assets

+  10 Percent of net assets

o  No policy limitation on usage;
   fund may be using currently

oo Permitted, but has not 
   typically been used

- -- Not permitted


<TABLE>
<CAPTION>

                                                                                                    Pacific   Short-Term
                                                  Global     Global    Global                        Basin     Strategic    World
                                      Global    Marketplace    Rx    Technology    International    Equities     Income     Bond
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>        <C>       <C>             <C>            <C>         <C>       <C>
Investment practices

Borrowing; reverse repurchase
agreements The borrowing of
money from banks or through
reverse repurchase agreements.
Leverage, credit risks.                 10*        33.3*      33.3*     10+             33.3*          33.3*       10*       10+

Currency trading The direct
trading or holding of foreign
currencies as an asset.
Currency risk.                           o            o          o       o                 o              o         o         o

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

Securities lending The lending
of securities to financial
institutions, which provide
cash or government securities
as collateral. Credit risk.             10*        33.3*      33.3*   33.3*             33.3*          33.3*       30*       30*

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

o    Hedged. Hedged leverage,
     market, correlation,
     liquidity, opportunity
     risks.                             --           oo         oo      --                oo             oo        --        --

o    Speculative. Speculative
     leverage, market,
     liquidity risks.                   --           oo         oo      --                oo             --        --        --

Short-term trading Selling a
security soon after purchase.
A portfolio engaging in
short-term trading will have
higher turnover and
transaction expenses. Market
risk.                                     o           o          o       o                 o              o         o         o

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

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

Foreign debt securities Debt
securities issued by foreign
governments or companies.
Credit, currency, interest
rate, market, political risks.            5*         35(1)*     35(1)*  10(2)+            35(1)*         35(1)*     o(1)      o(1)

Non-investment-grade debt
securities Debt securities
rated below BBB/Baa are
considered junk bonds. Credit,
market, interest rate,
liquidity, valuation,
information risks.                       --          --         35*     10(2)+            --             --        67*       35*

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

- ---------------------------------------------------------------------------------------------------------------------------------
Unleveraged derivative securities 

Asset-backed securities
Securities backed by unsecured
debt, such as credit card
debt; these securities are
often guaranteed or
over-collateralized to enhance
their credit quality. Credit,
interest rate risks.                     oo          oo         oo      oo                oo             oo         o         o

Mortgage-backed securities
Securities backed by pools of
mortgages, including
passthrough certificates,
PACs, TACs and other senior
classes of collateralized
mortgage obligations (CMOs).
Credit, extension, prepayment,
interest rate risks.                     oo          oo         oo      oo                oo             oo         o         o

Participation interests
Securities representing an
interest in another security
or in bank loans. Credit,
interest rate, liquidity,
valuation risks.                         --          --         --      10(2)+            --             --        15(3)+    15(3)+

</TABLE>


32 FUND DETAILS

<PAGE>


<TABLE>
<CAPTION>

                                                                                                    Pacific   Short-Term
                                                  Global     Global    Global                        Basin     Strategic    World
                                      Global    Marketplace    Rx    Technology    International    Equities     Income     Bond
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>        <C>       <C>             <C>            <C>         <C>       <C>
Leveraged derivative securities

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

o    Hedged. Currency, hedged
     leverage, correlation,
     liquidity, opportunity
     risks.                               o           o          o       o                 o              o         o         o

o    Speculative. Currency,
     speculative leverage,
     liquidity risks.                    oo          oo         oo      oo                oo             oo        oo        oo

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

o    Futures and related
     options. Interest rate,
     currency, market, hedged
     or speculative leverage,
     correlation, liquidity,
     opportunity risks.                   o           o          o      oo                 o             oo         o         o

o    Options on securities and
     indices. Interest rate,
     currency, market, hedged
     or speculative leverage,
     correlation, liquidity,
     credit, opportunity
     risks.                               5(4)*      oo         oo       5(4)*            oo             oo         5(4)*     5(4)*

Structured securities Indexed
and/or leveraged
mortgage-backed and other debt
securities, including
principal-only and
interest-only securities,
leveraged floating rate
securities, and others. These
securities tend to be highly
sensitive to interest rate
movements and their
performance may not correlate
to these movements in a
conventional fashion. Credit,
interest rate, extension,
prepayment, market,
speculative leverage,
liquidity, valuation risks.               o           o          o      10(2)+              o             oo         o         o

</TABLE>


(1)  No more than 25% of the fund`s assets will be invested in securities of any
     one foreign government.

(2)  Included in the 10% limitation on debt securities.

(3)  Included in the 15% limitation on illiquid securities.

(4)  Applies to purchased options only.



- --------------------------------------------------------------------------------
Analysis of funds with 5% or more in junk bonds(1)
- --------------------------------------------------------------------------------

         Quality rating                  Short-Term Strategic
         (S&P/Moody's)(2)                Income Fund

Investment Grade Bonds
         AAA/Aaa                             43.3%
         AA/Aa                               10.6%
         A/A                                  8.4%
         BBB/Baa                              1.7%
- --------------------------------------------------------------------------------
Junk Bonds
         BB/Ba                                8.4%
         B/B                                 13.5%
         CCC/Caa                              5.3%
         CC/Ca                                0.0%
         C/C                                  0.0%

         % of portfolio in bonds             91.2%

o    Rated by S&P or Moody's       o    Rated by the adviser

(1)  Data as of fund's last fiscal year end.

(2)  In cases where the S&P and Moody's ratings for a given bond issue do not
     agree, the issue has been counted in the higher category.


                                                                 FUND DETAILS 33

<PAGE>


For more information

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

Two documents are available that offer further information on John Hancock
international/global funds:

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

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

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


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

John Hancock Investor Services Corporation
P.O. Box 9116
Boston, MA 02205-9116
Telephone: 1-800-225-5291
EASI-Line: 1-800-338-8080
TDD: 1-800-544-6713


[LOGO]  JOHN HANCOCK FUNDS
        A Global Investment Management Firm

        101 Huntington Avenue,
        Boston, Massachusetts 02199-7603

[LOGO]


                                               (C) 1996 John Hancock Funds, Inc.
<PAGE>


                                             JOHN HANCOCK

                                             GROWTH
                                             FUNDS

                                             [John Hancock's graphic logo.  A 
                                             circle, diamond, triangle and a 
                                             cube.]
   
- --------------------------------------------------------------------------------
PROSPECTUS
JULY 1, 1996
DECEMBER 2, 1996 for Emerging Growth Fund
    
This prospectus gives vital information about these funds. For your own benefit
and protection, please read it before you invest, and keep it on hand for future
reference.

Please note that these funds:
- -  are not bank deposits
- -  are not federally insured
- -  are not endorsed by any bank or
       government agency
- -  are not guaranteed to achieve
       their goal(s)

Like all mutual fund shares, these securities have not been approved or
disapproved by the Securities and Exchange Commission or any state securities
commission, nor has the Securities and Exchange Commission or any state
securities commission passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.



DISCIPLINED GROWTH FUND

DISCOVERY FUND

EMERGING GROWTH FUND

GROWTH FUND

REGIONAL BANK FUND

SPECIAL EQUITIES FUND

SPECIAL OPPORTUNITIES FUND



[John Hancock's graphic logo.  A circle, diamond, triangle and a cube.] 
101 Huntington Avenue, Boston, Massachusetts 02199-7603


<PAGE>

CONTENTS
- --------------------------------------------------------------------------------


A fund-by-fund look at goals,      DISCIPLINED GROWTH FUND                     4
strategies, risks, expenses and
financial history.                 DISCOVERY FUND                              6

                                   EMERGING GROWTH FUND                        8

                                   GROWTH FUND                                10

                                   REGIONAL BANK FUND                         12

                                   SPECIAL EQUITIES FUND                      14

                                   SPECIAL OPPORTUNITIES FUND                 16



Policies and instructions for      Your account
opening, maintaining and closing
an account in any growth fund.     Choosing a share class                     18

                                   How sales charges are calculated           18

                                   Sales charge reductions and waivers        19

                                   Opening an account                         19

                                   Buying shares                              20

                                   Selling shares                             21

                                   Transaction policies                       23

                                   Dividends and account policies             23

                                   Additional investor services               24



Details that apply to the growth   FUND DETAILS
funds as a group.
                                   Business structure                         25

                                   Sales compensation                         26

                                   More about risk                            28




                                   FOR MORE INFORMATION               BACK COVER

<PAGE>

OVERVIEW
- --------------------------------------------------------------------------------

FUND INFORMATION KEY

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

[A graphic image of a bullseye with an arrow in the middle of it.] GOAL AND
STRATEGY The fund's particular investment goals and the strategies it intends
to use in pursuing those goals.            

[A graphic image of a black folder that contains a couple sheets of paper.]
PORTFOLIO SECURITIES The primary types of securities in which the fund invests.
Secondary investments are described in "More about risk" at the end of the
prospectus.

[A graphic image of a line chart with a single line that depicts some peaks and
valleys.] RISK FACTORS The major risk factors associated with the fund.

[A graphic image of a generic person.] PORTFOLIO MANAGEMENT The individual or
group (including subadvisers, if any) designated by the investment adviser to
handle the fund's day-to-day management.

[A graphic image of a percent symbol.] EXPENSES The overall costs borne by an
investor in the fund, including sales charges and annual expenses.

[A graphic image of a dollar sign.] FINANCIAL HIGHLIGHTS A table showing the    
fund's financial performance for up to ten years, by share class. A bar chart
showing total return allows you to compare the fund's historical risk level to
those of other funds.

GOAL OF THE GROWTH FUNDS

John Hancock growth funds seek long-term growth by investing primarily in common
stocks. Each fund employs its own strategy and has its own risk/reward profile.
Because you could lose money by investing in these funds, be sure to read all
risk disclosure carefully before investing. 

WHO MAY WANT TO INVEST 

These funds may be appropriate for investors who:

*    have longer time horizons

*    are willing to accept higher short-term risk along with higher potential
     long-term returns

*    want to diversify their portfolios

*    are seeking funds for the growth portion of an asset allocation portfolio

*    are investing for retirement or other goals that are many years in the
     future

Growth funds may NOT be appropriate if you:

*    are investing with a shorter time horizon in mind

*    are uncomfortable with an investment that will go up and down in value 

THE MANAGEMENT FIRM

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


<PAGE>

DISCIPLINED GROWTH FUND

<TABLE>
<S>  <C>
REGISTRANT NAME: FREEDOM INVESTMENT TRUST      TICKER SYMBOL CLASS A: SVAAX   CLASS B: FEQVX
</TABLE>
- --------------------------------------------------------------------------------
GOAL AND STRATEGY

[A graphic image of a bullseye with an arrow in the middle of it.] The fund     
seeks long-term capital appreciation. To pursue this goal, the fund invests in
established, growing companies that have demonstrated superior earnings growth
and stability. Under normal circumstances, the fund will invest at least 65% of
assets in these companies, without concentration in any one industry. The fund
also looks for the following characteristics:

*    predictability of earnings 

*    a low level of debt

*    seasoned management

*    a strong market position

Many of the fund's investments are in medium or large capitalization companies. 
The fund invests for income as a secondary goal.

PORTFOLIO SECURITIES

[A graphic image of a black folder that contains a couple sheets of paper.] The
fund invests primarily in the common stocks of U.S. companies. It may also
invest in warrants, preferred stocks and investment-grade convertible debt
securities.

The fund expects any foreign investments to remain below 10% of assets.

For liquidity and flexibility, the fund may place up to 15% of net assets in
cash or in investment-grade short-term securities. In abnormal market
conditions, it may invest up to 80% in these securities as a defensive tactic.
The fund also may invest in certain higher-risk securities, and may engage in   
other investment practices.

RISK FACTORS 

[A graphic image of a line chart with a single line that depicts some peaks and
valleys.] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements. To the extent that the fund invests in
higher-risk securities, it takes on additional risks that could adversely
affect its performance. Before you invest, please read "More about risk"
starting on page 28.


PORTFOLIO MANAGEMENT 

[A graphic image of a generic person.] John F. Snyder III and Jere E. Estes are 
the leaders of the fund's portfolio management team. Mr. Snyder is an executive
vice president of the adviser and has been a team member since July 1992. He
has been an investment manager since 1971. Mr. Estes has been a part of the
fund's management team since joining John Hancock in July 1992. He has been in
the investment business since 1967.

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

INVESTOR EXPENSES

<TABLE>

[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly.  The figures below show the expenses for the
past year, adjusted to reflect any changes. Future expenses may be greater or
less.

<CAPTION>

  SHAREHOLDER TRANSACTION EXPENSES                    CLASS A        CLASS B
  <S>                                                  <C>            <C>  

  Maximum sales charge imposed on purchases
  (as a percentage of offering price)                  5.00%          none
 
  Maximum sales charge imposed on
  reinvested dividends                                 none           none

  Maximum deferred sales charge                        none(1)        5.00%
 
  Redemption fee(2)                                    none           none

  Exchange fee                                         none           none

  ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)

  Management fee                                       0.75%          0.75%

  12b-1 fee(3)                                         0.30%          1.00%

  Other expenses                                       0.40%          0.40%

  Total fund operating expenses                        1.45%          2.15%

</TABLE>

<TABLE>

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

  SHARE CLASS                      YEAR 1  YEAR 3   YEAR 5    YEAR 10

  <S>                               <C>      <C>     <C>        <C> 
  Class A shares                    $64      $94     $125       $215

  Class B shares

        Assuming redemption
        at end of period            $72      $97     $135       $231

        Assuming no redemption      $22      $67     $115       $231


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

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

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

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

</TABLE>

4 DISCIPLINED GROWTH FUND


<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
Financial highlights

[A graphic image of a dollar sign.] The figures below have been audited by the
fund's independent auditors, Price Waterhouse LLP.    

VOLATILITY, AS INDICATED BY CLASS B
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)                        [BAR GRAPH]

<CAPTION>
======================================================================================================================
CLASS A - YEAR ENDED OCTOBER 31,                                  1992(1)     1993       1994      1995
======================================================================================================================
                                 
PER SHARE OPERATING PERFORMANCE

<S>                                                               <C>       <C>        <C>        <C>    
Net asset value, beginning of period                              $12.81    $ 10.99    $ 12.39    $ 12.02
Net investment income (loss)                                        0.06(2)    0.08(2)    0.10       0.08(2)
Net realized and unrealized gain (loss) on investments             (0.06)      1.34       0.07       1.29
Total from investment operations                                    0.00       1.42       0.17       1.37
Less distributions:
      Dividends from net investment income                         (0.07)     (0.02)     (0.10)     (0.10)
      Distributions from net realized gain on investments sold     (1.74)        --      (0.44)     (0.52)
      Distributions from capital paid-in                           (0.01)        --         --         --
      Total distributions                                          (1.82)     (0.02)     (0.54)     (0.62)
Net asset value, end of period                                    $10.99    $ 12.39    $ 12.02    $ 12.77
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%)                    0.19(4)   12.97       1.35      12.21
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                        1,771     23,372     23,292     27,692
Ratio of expenses to average net assets(%)                          1.73(5)    1.60       1.53       1.46
Ratio of net investment income (loss) to average net assets(%)      0.62(5)    0.64       0.83       0.69
Portfolio turnover rate(%)                                           246         71         60         65
Average brokerage commission rate(6)($)                              N/A       N/A         N/A        N/A

</TABLE>

<TABLE>
=========================================================================================================================
CLASS B - YEAR ENDED OCTOBER 31,                                1987(1)       1988       1989     1990      1991     1992   
=========================================================================================================================

PER SHARE OPERATING PERFORMANCE

<S>                                                             <C>          <C>        <C>      <C>      <C>      <C>      
Net asset value, beginning of period                            $ 10.00      $  8.34    $ 10.29  $ 11.52  $  9.22  $ 11.71  
Net investment income (loss)                                       0.06         0.13       0.19     0.18     0.07     0.01(2)
Net realized and unrealized gain (loss) on investments            (1.70)        2.05       1.25    (2.00)    2.67     1.05  
Total from investment operations                                  (1.64)        2.18       1.44    (1.82)    2.74     1.06  
Less distributions:
  Dividends from net investment income                            (0.02)       (0.09)     (0.12)   (0.20)   (0.20)   (0.03) 
  Distributions from net realized gain on investments sold           --        (0.14)     (0.09)   (0.28)   (0.05)   (1.76) 
  Distributions from capital paid-in                                 --           --         --       --       --    (0.01) 
  Total distributions                                             (0.02)       (0.23)     (0.21)   (0.48)   (0.25)   (1.80) 
Net asset value, end of period                                  $  8.34      $ 10.29    $ 11.52  $  9.22  $ 11.71  $ 10.97  
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%)                 (16.44)(4)    26.69      14.27   (16.46)   30.21     7.22  
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                      14,016       14,927     23,813   17,714   21,826   23,525  
Ratio of expenses to average net assets(%)                         2.56(5,7)    2.61(7)    2.30     2.13     2.24     2.27  
Ratio of net investment income (loss) to average net assets(%)     0.93(5,7)    1.46(7)    1.75     1.64     0.66     0.10  
Portfolio turnover rate(%)                                           40(5)        54         94      165      217      246  
Average brokerage commission rate(6)($)                             N/A          N/A        N/A      N/A      N/A      N/A  

</TABLE>

<TABLE>
======================================================================================================================
CLASS B - YEAR ENDED OCTOBER 31,                                          1993       1994      1995     
======================================================================================================================

PER SHARE OPERATING PERFORMANCE
<S>                                                                     <C>         <C>      <C>        
Net asset value, beginning of period                                    $ 10.97     $ 12.31  $ 11.95    
Net investment income (loss)                                               0.02(2)     0.03     0.01(2) 
Net realized and unrealized gain (loss) on investments                     1.33        0.07     1.28    
Total from investment operations                                           1.35        0.10     1.29    
Less distributions:                                                                                     
  Dividends from net investment income                                    (0.01)      (0.02)   (0.03)   
  Distributions from net realized gain on investments sold                   --       (0.44)   (0.52)   
  Distributions from capital paid-in                                         --          --       --    
  Total distributions                                                     (0.01)      (0.46)   (0.55)   
Net asset value, end of period                                           $ 12.31    $ 11.95  $ 12.69    
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%)                           12.34       0.78    11.51    
RATIOS AND SUPPLEMENTAL DATA                                                                            
Net assets, end of period (000s omitted)($)                               93,853     94,431   86,178    
Ratio of expenses to average net assets(%)                                  2.09       2.10     2.11    
Ratio of net investment income (loss) to average net assets(%)              0.17       0.25     0.06    
Portfolio turnover rate(%)                                                    71         60       65    
Average brokerage commission rate(6)($)                                      N/A        N/A      N/A    
                                                                                                        
                                                                      

(1)  Class A and Class B shares commenced operations on January 3, 1992 and
     April 22, 1987, respectively.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Not annualized.
(5)  Annualized.
(6)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.
(7)  Net of advisory expense reimbursements per share of $0.01 for the fiscal
     year ended October 31, 1988 and less than $0.01 for the fiscal year ended
     October 31, 1987.

</TABLE>
                                                     DISCIPLINED GROWTH FUND 5

<PAGE>

DISCOVERY FUND

<TABLE>
<S> <C>
REGISTRANT NAME: FREEDOM INVESTMENT TRUST III                   TICKER SYMBOL CLASS A: FRDAX    CLASS B: FRDIX
</TABLE>
- --------------------------------------------------------------------------------
GOAL AND STRATEGY

[A graphic image of a bullseye with an arrow in the middle of it.] The fund     
seeks long-term capital appreciation. To pursue this goal, the fund invests in
companies that appear to offer superior growth prospects. Under normal
circumstances, the fund will invest at least 65% of assets in these companies.
The fund looks for companies, including small- and medium-sized companies, that
have broad market opportunities and consistent or accelerating earnings growth.
These companies may:

- -    occupy a profitable market niche
  
- -    have products or technologies that are new, unique or proprietary

- -    are in an industry that has a favorable long-term growth outlook

- -    have a capable management team with a significant equity stake

These companies may be in a relatively early stage of development, but will
usually have established a record of profitability and a strong financial
position. The fund does not invest for income.

PORTFOLIO SECURITIES 

[A graphic image of a black folder that contains a couple sheets of paper.] The
fund invests primarily in common stocks of U.S. companies and may also invest
in warrants, preferred stocks and investment-grade convertible debt securities.

For liquidity and flexibility, the fund may place up to 15% of net assets in
cash or in investment-grade short-term securities. In abnormal market
conditions, it may invest up to 80% in these securities as a defensive tactic.
The fund may invest up to 25% of assets in foreign securities, which carry
additional risks. The fund also may invest in certain higher-risk securities,
and may engage in other investment practices.

RISK FACTORS 

[A graphic image of a line chart with a single line that depicts some peaks and
valleys.] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements. To the extent that the fund invests in
small and medium-sized company stocks, foreign securities and other higher-risk
securities, it takes on additional risks that could adversely affect its
performance. The fund may experience higher volatility than many other types of
growth funds. Before you invest, please read "More about risk" starting on page
28.

PORTFOLIO MANAGEMENT 

[A graphic image of a generic person.] Bernice S. Behar, leader of the fund's
portfolio management team since March 1994, is a senior vice president of the
adviser. She joined the adviser in 1991 and has been in the investment business
since 1986.

- --------------------------------------------------------------------------------
<TABLE>
INVESTOR EXPENSES

[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly.  The figures below show the expenses for the
past year, adjusted to reflect any changes. Future expenses may be greater or
less.
<CAPTION>

SHAREHOLDER TRANSACTION EXPENSES                       CLASS A          CLASS B
<S>                                                     <C>               <C>  
Maximum sales charge imposed on purchases
(as a percentage of offering price)                     5.00%             none
Maximum sales charge imposed on
reinvested dividends                                    none              none
Maximum deferred sales charge                           none(1)           5.00%
Redemption fee(2)                                       none              none
Exchange fee                                            none              none
ANNUAL FUND OPERATING EXPENSES 
 (AS A % OF AVERAGE NET ASSETS)
Management fee                                          0.75%             0.75%
12b-1 fee(3)                                            0.30%             1.00%
Other expenses                                          0.80%             0.80%
Total fund operating expenses                           1.85%             2.55%
</TABLE>
<TABLE>

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

  SHARE CLASS                          YEAR 1    YEAR 3    YEAR 5   YEAR 10
<S>                                     <C>       <C>       <C>       <C> 
  Class A shares                        $68       $105      $145      $256
  Class B shares
        Assuming redemption
        at end of period                $76       $109      $155      $271
        Assuming no redemption          $26       $ 79      $135      $271

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

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

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

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

</TABLE>

6 DISCOVERY FUND

<PAGE>

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

<TABLE>

[A graphic image of a dollar sign.] The figures below for the period ended July
31, 1992, were audited by the fund's former independent auditors, Price
Waterhouse LLP. Figures for subsequent years have been audited by the fund's
current independent auditors, Ernst & Young LLP.

Volatility, as indicated by Class B
year-by-year total investment return (%)                    [BAR GRAPH]

<CAPTION>
============================================================================================================================
CLASS A - YEAR ENDED JULY 31,                                      1992(1)      1993      1994        1995         1996(2)
============================================================================================================================

PER SHARE OPERATING PERFORMANCE
<S>                                                               <C>          <C>       <C>         <C>          <C>    
Net asset value, beginning of period                              $  9.40      $  8.95   $ 10.81     $  8.56      $ 12.95
Net investment income (loss)                                        (0.05)       (0.16)    (0.16)(3)   (0.10)(3)    (0.10)(3)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                   (0.40)        2.15     (0.43)       4.83         0.55
Total from investment operations                                    (0.45)        1.99     (0.59)       4.66         0.45
Less distributions:
   Distributions from net realized gain on investments sold             --        (0.13)    (1.66)      (0.27)       (0.13)
Net asset value, end of period                                    $  8.95      $ 10.81   $  8.56     $ 12.95      $ 13.27
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4) (%)                   (4.79)(5)    22.33     (6.45)      55.80         3.52(5)
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted) ($)                        3,866        4,692     3,226       5,075        6,583
Ratio of expenses to average net assets (%)                          1.78(6)      2.17      2.01        2.10         1.74(6)
Ratio of net investment income (loss) to average net assets (%)     (1.20)(6)    (1.61)    (1.64)      (1.73)       (1.51)(6)
Portfolio turnover rate (%)                                           138          148       108         118           73
Average brokerage commission rate(7) ($)                              N/A          N/A       N/A         N/A          N/A

<CAPTION>
===========================================================================================================================
CLASS B - YEAR ENDED JULY 31,                                      992(1)        1993      1994        1995         1996(2)
===========================================================================================================================

PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                              $  8.00      $  8.87   $ 10.65     $  8.34      $ 12.54
Net investment income (loss)                                        (0.11)       (0.23)    (0.22)(3)   (0.22)(3)   (30.14)(3)
Net realized and unrealized gain (loss) on investments
 and foreign currency transactions                                   0.98         2.14     (0.43)       4.69         0.53
Total from investment operations                                     0.87         1.91     (0.65)       4.47         0.39
Less distributions:
  Distributions from net realized gain on investments sold             --        (0.13)    (1.66)      (0.27)       (0.13)
Net asset value, end of period                                    $  8.87      $ 10.65   $  8.34     $ 12.54      $ 12.80
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4) (%)                   10.88(5)     21.63     (7.18)      54.97         3.15(5)
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) ($)                      34,636       38,672    26,537      31,645       34,452
Ratio of expenses to average net assets (%)                          2.56(6)      2.86      2.62        2.70         2.43(6)
Ratio of net investment income (loss) to average net assets (%)     (1.56)(6)    (2.26)    (2.24)      (2.34)       (2.20)(6)
Portfolio turnover rate (%)                                           138          148       108         118           73
Average brokerage commission rate(7) ($)                              N/A          N/A       N/A         N/A          N/A



(1)  Class A and Class B shares commenced operations on January 3, 1992 and
     August 30, 1991, respectively.
(2)  Six months ended January 31, 1996. (Unaudited.)
(3)  Based on the average of the shares outstanding at the end of each month.
(4)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(5)  Not annualized.
(6)  Annualized.
(7)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

</TABLE>
                                                           DISCOVERY FUND 7

<PAGE>


EMERGING GROWTH FUND
<TABLE>
<S><C>
   
REGISTRANT NAME: JOHN HANCOCK SERIES TRUST                 TICKER SYMBOL CLASS A: TAEMX          CLASS B: TSEGX
    
</TABLE>
- --------------------------------------------------------------------------------
GOAL AND STRATEGY

[A graphic image of a bullseye with an arrow in the middle of it.] The fund     
seeks long-term capital appreciation. To pursue this goal, the fund invests in
emerging companies (market capitalization of less than $1 billion). Under
normal circumstances, the fund will invest at least 80% of assets in a
diversified portfolio of these companies. The fund looks for companies that
show rapid growth but are not yet widely recognized. The fund also may invest
in established companies that, because of new management, products or
opportunities, offer the possibility of accelerating earnings. The fund does
not invest for income.

PORTFOLIO SECURITIES 

[A graphic image of a black folder that contains a couple sheets of paper.] The
fund invests primarily in the common stocks of U.S. and foreign emerging growth
companies, although it may invest up to 20% of assets in other types of
companies. The fund may also invest in warrants, preferred stocks and
investment-grade convertible debt securities.

For liquidity and flexibility, the fund may place up to 20% of net assets in
cash or in investment-grade short-term securities. In abnormal market
conditions, it may invest more assets in these securities as a defensive tactic.
The fund also may invest in certain higher-risk securities, and may engage in
other investment practices.

RISK FACTORS 

[A graphic image of a line chart with a single line that depicts some peaks and
valleys.] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements. Stocks of emerging growth companies carry
higher risks than stocks of larger companies. This is because emerging growth
companies:

- -    may be in the early stages of development

- -    may be dependent on a small number of products or services

- -    may lack substantial capital reserves

- -    do not have proven track records 

In addition, stocks of emerging companies are often traded in low volumes,
which can increase market and liquidity risks. Before you invest, please read
"More about risk" starting on page 28. 

PORTFOLIO MANAGEMENT 

[A graphic image of a generic person.] Bernice S. Behar, leader of the fund's   
portfolio management team since April 1996, is a senior vice president of the
adviser. She joined the adviser in 1991 and has been in the investment 
business since 1986.

- --------------------------------------------------------------------------------
<TABLE>
INVESTOR EXPENSES

[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the
past year, adjusted to reflect any changes. Future expenses may be greater or
less.
<CAPTION>

  SHAREHOLDER TRANSACTION EXPENSES                CLASS A       CLASS B
  <S>                                             <C>            <C>  
  Maximum sales charge imposed on purchases
  (as a percentage of offering price)             5.00%          none
  Maximum sales charge imposed on
  reinvested dividends                            none           none

  Maximum deferred sales charge                   none(1)        5.00%
  Redemption fee(2)                               none           none
  Exchange fee                                    none           none
  ANNUAL FUND OPERATING EXPENSES 
   (AS A % OF AVERAGE NET ASSETS)
  Management fee                                  0.75%          0.75%
  12b-1 fee(3)                                    0.25%          1.00%
  Other expenses                                  0.40%          0.40%
  Total fund operating expenses                   1.40%          2.15%
</TABLE>
<TABLE>

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

  SHARE CLASS                     YEAR 1    YEAR 3     YEAR 5     YEAR 10
<S>                                <C>       <C>        <C>        <C> 
  Class A shares                   $64       $92        $123       $210
  Class B shares
        Assuming redemption
        at end of period           $72       $97        $135       $229
        Assuming no redemption     $22       $67        $115       $229

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

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

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

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

</TABLE>

8  EMERGING GROWTH FUND

<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
FINANCIAL HIGHLIGHTS

[A graphic image of a dollar sign.] The figures below have been audited by the
fund's independent auditors, Ernst & Young LLP.       

VOLATILITY, AS INDICATED BY CLASS B
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)               [BAR CHART]
   
<CAPTION>
====================================================================================================================================
CLASS A - YEAR ENDED OCTOBER 31,                                      1991(1)     1992     1993     1994     1995(2)       1996(8)
====================================================================================================================================

PER SHARE OPERATING PERFORMANCE
<S>                                                                   <C>       <C>      <C>      <C>        <C>            <C>
Net asset value, beginning of period                                  $ 18.12   $ 19.26  $ 20.60  $  25.89   $  26.82   $ 36.09
Net investment income (loss)(3)                                         (0.03)    (0.20)   (0.16)    (0.18)     (0.25)    (0.15)

Net realized and unrealized gain (loss) on investments                   1.17      1.60     5.45      1.11       9.52      6.02
Total from investment operations                                         1.14      1.40     5.29      0.93       9.27      5.87
Less distributions:
  Distributions from net realized gain on investments sold                 --     (0.06)      --        --         --        --
Net asset value, end of period                                        $ 19.26   $ 20.60  $ 25.89  $  26.82   $  36.09   $ 41.96
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4) (%)                        6.29      7.32    25.68      3.59      34.56     16.26(9)
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted) ($)                           38,859    46,137   81,263   131,053    179,481   221,059
Ratio of expenses to average net assets (%)                              0.33      1.67     1.40      1.44       1.38      1.30(10)
Ratio of net investment income (loss) to average net assets (%)         (0.15)    (1.03)   (0.70)    (0.71)     (0.83)    (0.79)(10)
Portfolio turnover rate (%)                                                66        48       29        25         23        14
Average brokerage commission rate(5) ($)                                  N/A       N/A      N/A       N/A        N/A      0.06
    
</TABLE>
<TABLE>
<CAPTION>
=============================================================================================================================
CLASS B - YEAR ENDED OCTOBER 31,                                              1987(1) 1988    1989     1990      1991    1992 
=============================================================================================================================   

PER SHARE OPERATING PERFORMANCE
<S>                                                                        <C>       <C>    <C>      <C>       <C>     <C>       
Net asset value, beginning of period                                       $    7.89 $ 7.89 $ 10.54  $ 12.76   $ 11.06 $  19.22  
Net investment income (loss)(3)                                              (0.0021)  0.09   (0.08)   (0.22)    (0.30)   (0.38) 
Net realized and unrealized gain (loss) on investments                        0.0021   2.56    2.83    (1.26)     8.46     1.56  
Total from investment operations                                              0.0000   2.65    2.75    (1.48)     8.16     1.18  
Less distributions:
  Dividends from net investment income                                            --     --   (0.04)      --        --       --  
  Distributions from net realized gain on investments sold                        --     --   (0.49)   (0.22)       --    (0.06) 
  Total distributions                                                             --     --   (0.53)   (0.22)       --    (0.06) 
Net asset value, end of period                                             $   7.89  $10.54 $ 12.76  $ 11.06   $ 19.22 $  20.34  
Total investment return at net asset value(4) (%)                              0.00   33.59   27.40   (11.82)    73.78     6.19  
TOTAL ADJUSTED INVESTMENT RETURN AT NET ASSET VALUE(4,6) (%)                  (0.41)  31.00   27.37       --        --       --  
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted) ($)                                     79   3,232   7,877   11,668    52,743   86,923  
Ratio of expenses to average net assets (%)                                    0.03    3.05    3.48     3.11      2.85     2.64  
Ratio of adjusted expenses to average net assets(7) (%)                        0.44    5.64    3.51       --        --       --   
Ratio of net investment income (loss) to average net assets (%)               (0.03)   0.81   (0.67)   (1.64)    (1.83)   (1.99) 
Ratio of adjusted net investment income (loss) to average net assets(7)(%)    (0.44)  (1.78)  (0.70)      --        --       --   
Portfolio turnover rate (%)                                                       0     252      90       82        66       48  
Fee reduction per share ($)                                                    0.03    0.29   0.004       --        --       --  
Average brokerage commission rate(5) ($)                                        N/A     N/A     N/A      N/A       N/A      N/A  

</TABLE>
   
<TABLE>
<CAPTION>
====================================================================================================================================
CLASS B - YEAR ENDED OCTOBER 31,                                              1993         1994         1995(2)            1996(8)
====================================================================================================================================

PER SHARE OPERATING PERFORMANCE                                                                          
<S>                                                                         <C>           <C>          <C>        
Net asset value, beginning of period                                        $  20.34      $  25.33     $  26.04         $ 34.79
Net investment income (loss)(3)                                                (0.36)        (0.36)       (0.45)          (0.27)
Net realized and unrealized gain (loss) on investments                          5.35          1.07         9.20            5.80
Total from investment operations                                                4.99          0.71         8.75            5.53
Less distributions:                                                                                      
  Dividends from net investment income                                            --            --           --              --
  Distributions from net realized gain on investments sold                        --            --           --              --
  Total distributions                                                             --            --           --              --
Net asset value, end of period                                              $  25.33      $  26.04     $  34.79         $ 40.32
Total investment return at net asset value(4) (%)                              24.53          2.80        33.60           15.90(9)
Total adjusted investment return at net asset value(4,6) (%)                      --            --           --              --   
Ratios and supplemental data                                                                             
Net assets, end of period (000s omitted) ($)                                 219,484       283,435      393,478         468,427
Ratio of expenses to average net assets (%)                                     2.28          2.19         2.11            2.00(10)
Ratio of adjusted expenses to average net assets(7) (%)                           --            --                     
Ratio of net investment income (loss) to average net assets (%)                (1.58)        (1.46)       (1.55)          (1.49)(10)
Ratio of adjusted net investment income (loss) to average net assets(7)(%)        --            --           --              --
Portfolio turnover rate (%)                                                       29            25           23              14
Fee reduction per share ($)                                                       --            --           --              -- 
Average brokerage commission rate(5) ($)                                         N/A           N/A          N/A            0.06
    
                                                                            
(1)  Class A and Class B shares commenced operations on August 22, 1991 and
     October 26, 1987, respectively. (Not annualized.)

(2)  On December 22, 1994, John Hancock Advisers, Inc. became the investment
     adviser of the fund.

(3)  Based on the average of the shares outstanding at the end of each month.

(4)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.

(5)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

(6)  An estimated total return calculation, which does not take into
     consideration fee reductions by the adviser during the periods shown.

(7)  Unreimbursed, without fee reduction.
   
(8)  Six months ended April 30, 1996. (Unaudited)

(9)  Not Annualized.

(10) Annualized.
    
</TABLE>
                                                        EMERGING GROWTH FUND 9

<PAGE>

GROWTH FUND

REGISTRANT NAME: FREEDOM INVESTMENT TRUST II      
                                 TICKER SYMBOL  CLASS A: JHNGX   CLASS B: JHGBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[A graphic image of a bullseye with an arrow in the middle of it.] The fund     
seeks long-term capital appreciation. To pursue this goal, the fund invests in
stocks that are diversified with regard to industries and issuers. The fund
favors stocks of companies whose operating earnings and revenues have grown
more than twice as fast as the gross domestic product (GDP) over the past five
years, although not all stocks in the fund's portfolio will meet this
criterion. 

PORTFOLIO SECURITIES 

[A graphic image of a black folder that contains a couple sheets of paper.] The
portfolio invests primarily in the common stocks of U.S. companies. It may also
invest in warrants, preferred stocks and convertible debt securities.

For liquidity and flexibility, the fund may invest up to 35% of net assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest more than 35% in these securities as a defensive tactic. The fund may
also invest in certain higher-risk securities, and may engage in other
investment practices.

RISK FACTORS 

[A graphic image of a line chart with a single line that depicts some peaks and
valleys.] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements. To the extent that the fund invests in
higher-risk securities, it takes on additional risks that could adversely 
affect its performance. Before you invest, please read "More about risk" 
starting on page 28.


PORTFOLIO MANAGEMENT

[A graphic image of a generic person.] Bernice S. Behar, leader of the fund's
portfolio management team since August 1995, is a senior vice president of the
adviser. She joined the adviser in 1991 and has been in the investment business
since 1986.

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

[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the
past year, adjusted to reflect any changes. Future expenses may be greater or
less.

  SHAREHOLDER TRANSACTION EXPENSES               CLASS A              CLASS B
  Maximum sales charge imposed on purchases
  (as a percentage of offering price)             5.00%                 none
  Maximum sales charge imposed on
  reinvested dividends                            none                  none
  Maximum deferred sales charge                   none(1)               5.00%
  Redemption fee(2)                               none                  none
  Exchange fee                                    none                  none

  ANNUAL FUND OPERATING EXPENSES 
   (AS A % OF AVERAGE NET ASSETS)
  Management fee                                  0.80%                 0.80%
  12b-1 fee(3)                                    0.30%                 1.00%
  Other expenses                                  0.40%                 0.40%
  Total fund operating expenses                   1.50%                 2.20%

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

  SHARE CLASS                YEAR 1       YEAR 3       YEAR 5          YEAR 10
  Class A shares              $65          $95          $128            $220
  Class B shares
   Assuming redemption
    at end of period          $72          $99          $138            $236
    Assuming no redemption    $22          $69          $118            $236

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

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



10 GROWTH FUND



<PAGE>

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

<TABLE>

[A graphic image of a dollar sign.] The figures below have been audited by the
fund's independent auditors, Ernst & Young LLP.       


VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR                [BAR GRAPHIC]
TOTAL INVESTMENT RETURN (%)

<CAPTION>
==============================================================================================================================
CLASS A - YEAR ENDED DECEMBER 31,                                            1986        1987       1988      1989        1990  
==============================================================================================================================
<S>                                                                       <C>         <C>         <C>       <C>        <C>    
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                                      $  14.50    $  14.03    $  12.34  $  13.33   $  15.18
Net investment income (loss)                                                  0.11        0.22        0.23      0.28       0.16  
Net realized and unrealized gain (loss) on investments                        1.79        0.64        1.16      3.81      (1.47)  
Total from investment operations                                              1.90        0.86        1.39      4.09      (1.31) 
Less distributions:
   Dividends from net investment income                                      (0.17)      (0.28)      (0.23)    (0.29)     (0.16)
   Distributions from net realized gain on investments sold                  (2.20)      (2.27)      (0.17)    (1.95)     (0.78)
   Total distributions                                                       (2.37)      (2.55)      (0.40)    (2.24)     (0.94) 
Net asset value, end of period                                            $  14.03    $  12.34    $  13.33  $  15.18   $  12.93  
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(2)(%)                             13.83        6.03       11.23     30.96      (8.34) 
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                                 87,468      86,426     101,497   105.014    102,416
Ratio of expenses to average net assets(%)                                    1.03        1.00        1.06      0.96       1.46
Ratio of net investment income (loss) to average net assets(%)                0.77        1.41        1.76      1.73       1.12
Portfolio turnover rate (%)                                                     62          68          47        61        102   
Average brokerage commission rate(4)($)                                        N/A         N/A         N/A       N/A        N/A


<CAPTION>
==============================================================================================================================
CLASS A - YEAR ENDED DECEMBER 31,                                            1991        1992       1993      1994        1995
==============================================================================================================================
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                                      $  12.93    $  17.48    $  17.32  $  17.40  $   15.89    
Net investment income (loss)                                                  0.04       (0.06)      (0.11)    (0.10)     (0.09)(1)
Net realized and unrealized gain (loss) on investments                        5.36        1.10        2.33     (1.21)      4.40   
Total from investment operations                                              5.40        1.04        2.22     (1.31)      4.31
Less distributions:
   Dividends from net investment income                                      (0.04)         --          --        --         -- 
   Distributions from net realized gain on investments sold                  (0.81)      (1.20)      (2.14)    (0.20)     (0.69)
   Total distributions                                                       (0.85)      (1.20)      (2.14)    (0.20)     (0.69)
Net asset value, end of period                                            $  17,48    $  17.32    $  17.40  $  15.89  $   19.51
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(2)(%)                             41.68        6.06       13.03     (7.50)     27.17   
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                                145,287     153,057     162,937   146,466    241,700
Ratio of expenses to average net assets(%)                                    1.44        1.60        1.56      1.65       1.48
Ratio of net investment income (loss) to average net assets(%)                0.27       (0.36)      (0.67)    (0.64)     (0.46)
Portfolio turnover rate (%)                                                     82          71          68        52         68(3)
Average brokerage commission rate(4)($)                                       N/A          N/A         N/A       N/A        N/A
</TABLE>


<TABLE>
<CAPTION>
======================================================================================================================
CLASS B - YEAR ENDED DECEMBER 31,                                   1994(5)     1995     
======================================================================================================================
<S>                                                                <C>         <C>
PER SHARE OPERATING PERFORMANCE                               
Net asset value, beginning of period                               $17.16      $15.83      
Net investment income (loss)                                        (0.20)(1)   (0.26)(1)    
Net realized and unrealized gain (loss) on investments              (0.93)       4.73
Total from investment operations                                    (1.13)       4.11 
Less distributions:                                            
   Distributions from net realized gain on investments sold         (0.20)      (0.69) 
Net asset value, end of period                                     $15,83      $19.25  
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(2) (%)                   (6.56)(6)   26.01
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted) ($)                        3,807      15,913
Ratio of expenses to average net assets (%)                          2.38(7)     2.31
Ratio of net investment income (loss) to average net assets (%)     (1.25)(7)   (1.39)
Portfolio turnover rate (%)                                            52          68(3)
Average brokerage commission rate(4) ($)                               N/A        N/A


(1) Based on the average of the shares outstanding at the end of each month.
(2) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(3) Excludes merger activity.
(4) Per portfolio share traded. Required for fiscal years that began 
    September 1, 1995 or later.
(5) Class B shares commenced operations on January 3, 1994.
(6) Not annualized.
(7) Annualized.

</TABLE>


                                                                  GROWTH FUND 11

<PAGE>


REGIONAL BANK FUND
<TABLE>
<S>                                               <C>
REGISTRANT NAME: FREEDOM INVESTMENT TRUST         TICKER SYMBOL CLASS A: FRBAX  CLASS B: FRBFX
- ----------------------------------------------------------------------------------------------
</TABLE>

GOAL AND STRATEGY 
[A graphic image of a bullseye with an arrow in the middle of it.] The fund
seeks long-term capital appreciation. To pursue this goal, the fund invests in 
regional banks and lending institutions, including:
        -  commercial and industrial banks
        -  savings and loan associations
        -  bank holding companies

These financial institutions provide full-service banking, have primarily
domestic assets and are typically based outside of New York City and Chicago.
They may or may not be members of the Federal Reserve, and their deposits may or
may not be FDIC-insured. Under normal circumstances, the fund will invest at
least 65% of assets in these companies; it may invest up to 35% of assets in
other financial services companies, including lending companies and money center
banks. Because regional banks typically pay regular dividends, moderate income
is an investment goal.

PORTFOLIO SECURITIES
[A graphic image of a black folder that contains a couple sheets of paper.] The
fund invests primarily in the common stocks of U.S. companies. It may also
invest in warrants, preferred stocks and investment-grade convertible debt
securities, as well as foreign stocks.

For liquidity and flexibility, the fund may place up to 15% of net assets in
cash or in investment-grade short-term securities. In abnormal market
conditions, it may invest up to 80% in these securities as a defensive tactic.
The fund may also invest in certain higher-risk securities, and may engage in
other investment practices.

RISK FACTORS
[A graphic image of a line chart with a single line that depicts some peaks and
valleys.] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements. Because the fund concentrates in a 
single industry, its performance is largely dependent on the industry's
performance, which may differ in direction and degree from that of the overall
stock market. Falling interest rates or deteriorating economic conditions can
adversely affect the performance of bank stocks, while rising interest rates
will cause a decline in the value of any debt securities the fund holds. Before
you invest, please read "More about risk" starting on page 28.

PORTFOLIO MANAGEMENT
[A graphic image of a generic person.] James K. Schmidt joined John Hancock in  
1985 and has served as the fund's portfolio manager since its inception that
year. A senior vice president of the adviser, he has been in the investment
business since 1974.

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

INVESTOR EXPENSES
<TABLE>
[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the
past year, adjusted to reflect any changes. Future expenses may be greater or
less.

<CAPTION>
================================================================================
SHAREHOLDER TRANSACTION EXPENSES                CLASS A                CLASS B
================================================================================
<S>                                              <C>                     <C>
Maximum sales charge imposed on purchases 
(as a percentage of offering price)              5.00%                   none
Maximum sales charge imposed on 
reinvested dividends                             none                    none
Maximum deferred sales charge                    none(1)                 5.00%
Redemption fee(2)                                none                    none
Exchange fee                                     none                    none
================================================================================
<CAPTION>
Annual fund operating expenses (as a % of average net assets)
================================================================================
Management fee                                   0.78%                   0.78%
12b-1 fee(3)                                     0.30%                   1.00%
Other expenses                                   0.31%                   0.31%
Total fund operating expenses                    1.39%                   2.09%

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

<CAPTION>
=======================================================================================
Share class               Year 1            Year 3           Year 5             Year 10 
=======================================================================================
Class A shares             $63               $92              $122                $209
- ---------------------------------------------------------------------------------------
Class B shares             
- ---------------------------------------------------------------------------------------
  Assuming redemption 
  at end of period         $71               $95              $132                $224
- ---------------------------------------------------------------------------------------
Assuming no redemption     $21               $65              $112                $224
- ---------------------------------------------------------------------------------------

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

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

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

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

12 REGIONAL BANK FUND


<PAGE>

FINANCIAL HIGHLIGHTS
[A graphic image of a dollar sign.]
The figures below have been audited by the fund's independent auditors, Price
Waterhouse LLP.

Volatility, as indicated by Class B          [Bar Graph]
year-by-year total investment return (%)

<TABLE>
<CAPTION>
======================================================================================================================
  CLASS A - YEAR ENDED OCTOBER 31,                                1992(1)      1993           1994           1995
======================================================================================================================
<S>                                                              <C>          <C>           <C>            <C>
  PER SHARE OPERATING PERFORMANCE 
  NET ASSET VALUE, BEGINNING OF PERIOD                           $ 13.47      $ 17.47       $  21.62       $  21.52
  Net investment income (loss)                                      0.21         0.26(2)        0.39(2)        0.52(2)
  Net realized and unrealized gain (loss) on investments            3.98         5.84           0.91           5.92
  Total from investment operations                                  4.19         6.10           1.30           6.44
  Less distributions:
    Dividends from net investment income                           (0.19)       (0.26)         (0.34)         (0.48)
    Distributions from net realized gain on investments sold          --        (1.69)         (1.06)         (0.34)
    Total distributions                                            (0.19)       (1.95)         (1.40)         (0.82)
  Net asset value, end of period                                 $ 17.47      $ 21.62       $  21.52       $  27.14
  TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)                31.26(4)     37.45           6.44          31.00
  RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period (000s omitted) ($)                    31,306       94,158        216,978        486,631
  Ratio of expenses to average net assets (%)                       1.41(5)      1.35           1.34           1.39
  Ratio of net investment income to average net assets (%)          1.64(5)      1.29           1.78           2.23
 Portfolio turnover rate (%)                                          53           35             13             14
  Average brokerage commission rate(6) ($)                           N/A          N/A            N/A            N/A
</TABLE>

<TABLE>
<CAPTION>
==================================================================================================================================
  CLASS B - YEAR ENDED OCTOBER 31,                                 1987(7)       1987(8)       1988          1989          1990  
==================================================================================================================================
  <S>                                                             <C>           <C>           <C>           <C>           <C>       
  PER SHARE OPERATING PERFORMANCE
  Net asset value, beginning of period                            $ 12.51       $ 12.68       $ 10.02       $ 11.89       $ 13.00   
  Net investment income (loss)                                       0.20          0.05          0.16          0.20          0.30   
  Net realized and unrealized gain (loss) on investment              1.74         (2.17)         3.12          2.02         (4.19)  
  Total from investment operations                                   1.94         (2.12)         3.28          2.22         (3.89)  
  Less distributions:
    Dividends from net investment income                            (0.26)        (0.04)        (0.15)        (0.16)        (0.19)  
    Distributions from net realized gain on investments sold        (1.51)        (0.50)        (1.26)        (0.95)        (0.76)  
    Distributions from capital paid-in                                 --            --            --            --         (0.03)  
    Total distributions                                             (1.77)        (0.54)        (1.41)        (1.11)        (0.98)  
  Net asset value, end of period                                  $ 12.68       $ 10.02       $ 11.89       $ 13.00       $  8.13   
  TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)                 17.44        (17.36)(4)     36.89         20.46        (32.29)  
  RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period (000s omitted) ($)                     54,626        38,721        50,965        81,167        38,992   
  Ratio of expenses to average net assets (%)                        1.48          2.47(5)       2.17          1.99          1.99   
  Ratio of net investment income (loss) to average net assets (%)    1.62          0.73(5)       1.50          1.67          2.51   
  Portfolio turnover rate (%)                                          89            58(5)         87            85            56   
  Average brokerage commission rate(6) ($)                            N/A           N/A           N/A           N/A           N/A

<CAPTION>
====================================================================================================================================
  CLASS B - YEAR ENDED OCTOBER 31,                                1991         1992           1993           1994          1995   
====================================================================================================================================
  <S>                                                            <C>          <C>           <C>            <C>          <C>     
  PER SHARE OPERATING PERFORMANCE                                                                                         
  Net asset value, beginning of period                           $ 8.13       $ 13.76       $  17.44       $  21.56     $  21.43 
  Net investment income (loss)                                     0.29          0.18           0.15(2)        0.23(2)      0.36(2)
  Net realized and unrealized gain (loss) on investment            5.68          4.56           5.83           0.91         5.89 
  Total from investment operations                                 5.97          4.74           5.98           1.14         6.25
  Less distributions:                                                                                                    
    Dividends from net investment income                          (0.34)        (0.28)         (0.17)         (0.21)       (0.32)
    Distributions from net realized gain on investments sold         --         (0.78)         (1.69)         (1.06)       (0.34)
    Distributions from capital paid-in                               --            --             --             --           -- 
    Total distributions                                           (0.34)        (1.06)         (1.86)         (1.27)       (0.66)
  Net asset value, end of period                                $ 13.76       $ 17.44       $  21.56       $  21.43     $  27.02
  Total investment return at net asset value(3) (%)               75.35         37.20          36.71           5.69        30.11
  Ratios and supplemental data                                                                                           
  Net assets, end of period (000s omitted) ($)                   52,098        56,016        171,808        522,207        1,236
  Ratio of expenses to average net assets (%)                      2.04          1.96           1.88           2.06         2.09
  Ratio of net investment income (loss) to average net assets (%)  2.65          1.21           0.76           1.07         1.53
  Portfolio turnover rate (%)                                        75            53             35             13           14
  Average brokerage commission rate(6) ($)                          N/A           N/A            N/A            N/A          N/A 


(1)  Class A shares commenced operations on January 3, 1992.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Not annualized.
(5)  Annualized.
(6)  Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
(7)  Year ended March 31, 1987.
(8)  For the period April 1, 1987 to October 31, 1987.
</TABLE>


                                                           REGIONAL BANK FUND 13


<PAGE>


SPECIAL EQUITIES FUND

<TABLE>
<S>                                                                                      <C>
REGISTRANT NAME: JOHN HANCOCK SPECIAL EQUITIES FUND                                      TICKER SYMBOL CLASS A: JHNSX CLASS B: SPQBX
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


GOAL AND STRATEGY

[A graphic image of a bullseye with an arrow in the middle of it.] The fund     
seeks long-term capital appreciation. To pursue this goal, the fund invests in
small-capitalization companies and companies in situations offering unusual or
non-recurring opportunities. Under normal circumstances, the fund will invest
at least 65% of assets in a diversified portfolio of these companies. The fund
looks for companies that dominate an emerging industry or hold a growing market
share in a fragmented industry, and that have demonstrated annual earnings and
revenue growth of at least 25%, self-financing capabilities and strong
management. The fund does not invest for income.


PORTFOLIO SECURITIES

[A graphic image of a black folder that contains a couple sheets of paper.] The
fund invests primarily in the common stocks of U.S. and foreign companies. It
may also invest in warrants, preferred stocks and investment-grade convertible
debt securities. For liquidity and flexibility, the fund may place up to 35% of
assets in cash or in investment-grade short-term securities. In abnormal market
conditions, it may invest more than 35% in these securities as a defensive
tactic. The fund also may invest in certain higher-risk securities, and may
engage in other investment practices.

RISK FACTORS

[A graphic image of a line chart with a single line that depicts some peaks and
valleys.] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements. Stocks of small-capitalization and
special-situation companies carry higher risks than stocks of larger companies.
This is because these companies:

           -    may lack proven track records
           -    may be dependent on a small 
                number of products or services
           -    may be undercapitalized
           -    may have highly priced stocks 
                that are sensitive to adverse news

In addition, stocks of these companies are often traded in low volumes, which
can increase market and liquidity risks. Before you invest, please read "More
about risk" starting on page 28. 


MANAGEMENT/SUBADVISER
[A graphic image of a generic person.] Michael P. DiCarlo is responsible for
the fund's day-to-day investment management. He has served as the fund's
portfolio manager since January 1988, and has been in the investment business
since 1984. He is currently one of three principals in DFS Advisors, LLC, which
was founded in 1996 and serves as subadviser to the fund.

This fund will be closed to new investors at the end of the day its total assets
reach $2.5 billion. Further investments will be limited to existing accounts.

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

<TABLE>
[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the
past year, adjusted to reflect any changes. Future expenses may be greater or
less.

<CAPTION>
================================================================================
SHAREHOLDER TRANSACTION EXPENSES                CLASS A                CLASS B
================================================================================
<S>                                              <C>                     <C>
Maximum sales charge imposed on purchases 
(as a percentage of offering price)              5.00%                   none
Maximum sales charge imposed on 
reinvested dividends                             none                    none
Maximum deferred sales charge                    none(1)                 5.00%
Redemption fee(2)                                none                    none
Exchange fee                                     none                    none
================================================================================

<CAPTION>
================================================================================
ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
================================================================================
Management fee(3)                                0.82%                   0.82%
12b-1 fee(4)                                     0.30%                   1.00%
Other expenses                                   0.38%                   0.40%
Total fund operating expenses                    1.50%                   2.22%
</TABLE>

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

<CAPTION>
=======================================================================================
SHARE CLASS               YEAR 1            YEAR 3           YEAR 5             YEAR 10 
=======================================================================================
<S>                        <C>               <C>              <C>                 <C>
Class A shares             $65               $95              $128                $220
Class B shares             
  Assuming redemption 
  at end of period         $73               $99              $139                $237
  Assuming no redemption   $23               $69              $119                $237
This example is for comparison purposes only and is not a representation of the fund's
actual expenses and returns, either past or future.


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

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

(3)  Includes a subadviser fee equal to 0.25% of the fund's net assets.

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

14 SPECIAL EQUITIES FUND



<PAGE>

FINANCIAL HIGHLIGHTS 
[A graphic image of a dollar sign.] The figures below have been audited by the
fund's independent auditors, Ernst & Young LLP.

VOLATILITY, AS INDICATED BY CLASS A          [Bar Graph]
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)                

<TABLE>
<CAPTION>
==================================================================================================================================
  CLASS A - YEAR ENDED OCTOBER 31,                                 1986(7)       1987(8)       1988          1989          1990 
==================================================================================================================================
  <S>                                                             <C>           <C>           <C>           <C>           <C>       
  PER SHARE OPERATING PERFORMANCE   

  Net asset value, beginning of period                            $  5.21       $  6.08       $  4.30       $  4.89       $  6.38   

  Net investment income (loss)                                      (0.03)        (0.03)         0.04          0.01         (0.12)  

  Net realized and unrealized gain (loss) on investments             0.93         (1.26)         0.55          1.53         (1.27)  

  Total from investment operations                                   0.90         (1.29)         0.59          1.54         (1.39)  

  Less distributions:                                                                                                               

    Dividends from net investment income                            (0.02)           --            --         (0.05)        (0.02)  

    Distributions from net realized gain on investments sold        (0.01)        (0.45)           --            --            --   

    Distributions from capital paid-in                                 --         (0.04)           --            --            --   

    Total distributions                                             (0.03)        (0.49)           --         (0.05)        (0.02)  

  Net asset value, end of period                                  $  6.08       $  4.30       $  4.89       $  6.38       $  4.97   

  TOTAL INVESTMENT RETURN AT NET ASSET VALUE(1,2) (%)               17.38        (28.68)        13.72         31.82        (21.89)  

  Total adjusted investment return at net asset value (2,3)         15.41        (29.41)        12.28         30.75        (22.21)  

  RATIOS AND SUPPLEMENTAL DATA                                                                                                      

  Net assets, end of period (000s omitted) ($)                     13,780        10,637        11,714        12,285         8,166   

  Ratio of expenses to average net assets (%)                        1.50          1.50          1.50          1.50          2.63   

  Ratio of adjusted expenses to average net assets (4) (%)           3.47          2.23          2.94          2.57          2.95   

  Ratio of net investment income (loss) to average net assets (%)   (0.57)        (0.57)         0.82          0.47         (1.58)  

  Ratio of adjusted net investment income (loss) to average                                                                         

  Portfolio turnover rate (%)                                          64            93            91           115           113   

  Fee reduction per share                                            0.09          0.04          0.07          0.03          0.02   

  Average brokerage commission rate(5) ($)                            N/A           N/A           N/A           N/A           N/A



<CAPTION>
====================================================================================================================================
  CLASS A - YEAR ENDED OCTOBER 31,                                1991         1992           1993           1994          1995  
====================================================================================================================================
  <S>                                                            <C>          <C>           <C>            <C>          <C>     
  PER SHARE OPERATING PERFORMANCE                                                                                         

  Net asset value, beginning of period                           $ 4.97       $  9.71       $  10.99       $  16.13     $  16.11   

  Net investment income (loss)                                     0.10          0.19(1)        0.20(1)        0.21(1)      0.18(1)

  Net realized and unrealized gain (loss) on investments           4.84          2.14           5.43           0.19         6.22   

  Total from investment operations                                 4.74          1.95           5.23          (0.02)        6.04   

  Less distributions:                                                                                                              

    Dividends from net investment income                             --            --             --             --           --   

    Distributions from net realized gain on investments sold         --         (0.67)         (0.09)            --           --   

    Distributions from capital paid-in                               --            --             --             --           --   

    Total distributions                                              --         (0.67)         (0.09)            --           --   

  Net asset value, end of period                                $  9.71       $ 10.99       $  16.13       $  16.11     $  22.15   

  TOTAL INVESTMENT RETURN AT NET ASSET VALUE(1,2) (%)             95.37         20.25          47.83          (0.12)       37.49   

  Total adjusted investment return at net asset value (2,3)       95.33            --             --             --           --   

  RATIOS AND SUPPLEMENTAL DATA                                                                                                     

  Net assets, end of period (000s omitted) ($)                   19,713        44,665        296,793        310,625      555,655   

  Ratio of expenses to average net assets (%)                      2.75          2.24           1.84           1.62         1.48   

  Ratio of adjusted expenses to average net assets (4) (%)        (2.21)        (1.91)         (1.49)         (1.40)       (0.97)  

  Ratio of net investment income (loss) to average net assets (%)  2.79            --             --             --           --   

  Ratio of adjusted net investment income (loss) to average
  net assets(4)(%)                                                (2.12)        (1.91)         (1.49)        (1.40)       (0.97)   

  Portfolio turnover rate (%)                                     (2.16)           --             --            --           --    

  Fee reduction per share                                          0.09          0.04           0.07           0.03         0.02   

  Average brokerage commission rate(5) ($)                          N/A           N/A            N/A            N/A          N/A
</TABLE>



<TABLE>
<CAPTION>
==========================================================================================================
  CLASS B - YEAR ENDED OCTOBER 31,                               1993(6)          1994           1995
==========================================================================================================
<S>                                                               <C>           <C>            <C>
  Per share operating performance                                                                                                  

  Net asset value, beginning of period                           $  12.30       $  16.08       $  15.97                            

  Net investment income (loss)                                       0.18(1)        0.30(1)        0.31(1)                         

  Net realized and unrealized gain (loss) on investments             3.96           0.19           6.15                            

  Total from investment operations                                   3.78          (0.11)          5.84                            

  Net asset value, end of period                                 $  16.08       $  15.97       $  21.81                            

  TOTAL INVESTMENT RETURN AT NET ASSET VALUE(2) (%)                 30.73(7)       (0.68)         36.57                            

  RATIOS AND SUPPLEMENTAL DATA                                                                                                     

  Net assets, end of period (000s omitted) ($)                    158,281        191,979        454,934                            

  Ratio of expenses to average net assets (%)                        2.34(8)        2.25           2.20                            

  Ratio of net investment income to average net assets (%)          (2.03)(8)      (2.02)         (1.69)                           

  Portfolio turnover rate (%)                                          33             66             82                            

  Average brokerage commission rate(5) ($)                            N/A            N/A            N/A

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

(1)  Based on the average of the shares outstanding at the end of each month.
(2)  Assumes dividend reinvestment and does not reflect the effect of sales charges.
(3)  An estimated total return calculation which does not take into
     consideration fee reductions by the adviser during the periods shown.
(4)  Unreimbursed, without fee reduction.
(5)  Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
(6)  Class B shares commenced operations on March 1, 1993.
(7)  Not annualized.
(8)  Annualized.

                                                                            SPECIAL EQUITIES FUND  15
</TABLE>


<PAGE>
SPECIAL OPPORTUNITIES FUND
<TABLE>
<S>                                              <C>                                 <C>
REGISTRANT NAME: FREEDOM INVESTMENT TRUST II     TICKER SYMBOL CLASS A: SPOAX        CLASS B:SPOBX
- --------------------------------------------------------------------------------------------------
</TABLE>

GOAL AND STRATEGY

[A graphic image of a bullseye with an arrow in the middle of it.] The fund
seeks long-term capital appreciation. To pursue this goal, the fund invests in
those economic sectors that appear to have a higher than average earning
potential. 

Under normal circumstances, at least 90% of the fund's equity securities will be
invested within five or fewer sectors (e.g., financial serv ices, energy,
technology). At times, the fund may focus on a single sector. The fund first
determines the inclusion and weighting of sectors, using macroeconomic as well
as other factors, then selects portfolio securities by seeking the most
attractive companies. The fund may add or drop sectors. Because the fund may
invest more than 5% of assets in a single issuer, it is classified as a
non-diversified fund.

PORTFOLIO SECURITIES

[A graphic image of a black folder that contains a couple sheets of paper.] The
fund invests primarily in common stocks of U.S. and foreign companies of any
size. It may also invest in warrants, preferred stocks, convertible debt
securities, U.S. Government securities and corporate bonds rated at least
BBB/Baa, or equivalent. The fund also may invest in certain higher-risk
securities, and may engage in other investment practices.

For liquidity and flexibility, the fund may place up to 10% of net assets in
cash or investment-grade short-term securities. In abnormal market conditions,
it may invest more than 10% in these securities as a defensive tactic.

RISK FACTORS 

[A graphic image of a line chart with a single line that depicts some peaks and
valleys.] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements. By focusing on a relatively small number
of sectors or issuers, the fund runs the risk that any factor influencing those
sectors or issuers will have a major effect on performance. The fund may invest
in companies with smaller market capitalizations, which represent higher
near-term risks than larger capitalization companies. These factors make the
fund likely to experience higher volatility than most other types of growth
funds. Before you invest, please read "More about risk" starting on page 28.

PORTFOLIO MANAGEMENT 

[A graphic image of a generic person.] Kevin R. Baker is leader of the portfolio
management team for the fund. A second vice president of the adviser, he has
been a member of the management team since joining the adviser in January 1994.
He has been in the investment business since 1986.

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

[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the past
year, adjusted to reflect any changes. Future expenses may be greater or less.

================================================================================
SHAREHOLDER TRANSACTION EXPENSES                  CLASS A            CLASS B
================================================================================
Maximum sales charge imposed on purchases
(as a percentage of offering price)                 5.00%              none
Maximum sales charge imposed on
reinvested dividends                                none               none
Maximum deferred sales charge                       none(1)            5.00%
Redemption fee(2)                                   none               none
Exchange fee                                        none               none

================================================================================
ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
================================================================================
Management fee                                      0.80%              0.80%
12b-1 fee(3)                                        0.30%              1.00%
Other expenses                                      0.49%              0.49%
Total fund operating expenses                       1.59%              2.29%

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

================================================================================
SHARE CLASS                       YEAR 1      YEAR 3       YEAR 5      YEAR 10
================================================================================
Class A shares                      $65       $ 98          $132         $229
Class B shares
   Assuming redemption
   at end of period                 $73       $102          $143         $245
   Assuming no redemption           $23       $ 72          $123         $245

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

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



16  SPECIAL OPPORTUNITIES FUND



<PAGE>

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

[A graphic image of a dollar sign.] The figures below have been audited by the
fund's independent auditors, Price Waterhouse LLP. 

VOLATILITY, AS INDICATED BY CLASS A
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)                    [BAR GRAPH]


<TABLE>
<CAPTION>
============================================================================================
CLASS A - YEAR ENDED OCTOBER 31,                                       1994(1)      1995
============================================================================================
<S>                                                                <C>           <C>
PER SHARE OPERATING PERFORMANCE                    
Net asset value, beginning of period                               $   8.50      $   7.93
Net investment income (loss)                                          (0.03)(2)     (0.07)(2)
Net realized and unrealized gain (loss) on investments                (0.54)         1.46    
Total from investment operations                                      (0.57)         1.39    
Net asset value, end of period                                     $   7.93      $   9.32    

TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%)                      (6.71)        17.53    
Total adjusted investment return at net asset value(3,4)(%)           (6.83)           --    

RATIOS AND SUPPLEMENTAL DATA                                                                 
Net assets, end of period (000s omitted)($)                          92,325       101,562    
Ratio of expenses to average net assets (%)                            1.50          1.59    
Ratio of adjusted expenses to average net assets(5)(%)                 1.62            --    
Ratio of net investment income (loss) to average net assets (%)       (0.41)        (0.87)   
Ratio of adjusted net investment (loss) to average net assets(5)(%)   (0.53)           --    
Portfolio turnover rate (%)                                              57           155    
Fee reduction per share ($)                                            0.01(2)         --    
Average brokerage commission rate(6)($)                                 N/A           N/A

============================================================================================
CLASS B - YEAR ENDED OCTOBER 31,                                       1994(1)       1995
============================================================================================

PER SHARE OPERATING PERFORMANCE                                                              
Net asset value, beginning of period                               $   8.50      $   7.87   
Net investment income (loss)                                          (0.09)(2)     (0.13)(2)
Net realized and unrealized gain (loss) on investments                (0.54)         1.45    
Total from investment operations                                      (0.63)         1.32    
Net asset value, end of period                                     $   7.87      $   9.19    
Total investment return at net asset value(3)(%)                      (7.41)(4)     16.77    
Total adjusted investment return at net asset value(3,4)(%)           (7.53)           --    

RATIOS AND SUPPLEMENTAL DATA                                                                 
Net assets, end of period (000's omitted)($)                        131,983       137,363    
Ratio of expenses to average net assets (%)                            2.22          2.30    
Ratio of adjusted expenses to average net assets(5)(%)                 2.34            --    
Ratio of net investment income (loss) to average net assets (%)       (1.13)        (1.55)   
Ratio of adjusted net investment (loss) to average net assets(5)(%)   (1.25)           --    
Portfolio turnover rate (%)                                              57           155    
Fee reduction per share ($)                                            0.01(2)         --   
Average brokerage commission rate(6) ($)                                N/A           N/A

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

(1)  Class A and B shares commenced operations on November 1, 1993.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales charges.
(4)  An estimated total return calculation which does not take into consideration fee 
     reductions by the adviser during the periods shown.
(5)  Unreimbursed, without fee reduction.
(6)  Per portfolio share traded. Required for fiscal years that began September 1, 1995 
     or later.

</TABLE>


                                                  SPECIAL OPPORTUNITIES FUND  17

<PAGE>
YOUR ACCOUNT

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

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

================================================================================
  CLASS A                               CLASS B
================================================================================
- -    Front-end sales charge,            -    No front-end sales charge; all of
     as described below. There               your monet goes to work for you 
     are several ways to                     right away.
     reduce these charges,                  
     also described below.              -    Higher annual expenses than class
                                             A shares.
- -    Lower annual expenses
     than Class B shares.               -    A deferred sales charge on shares
                                             you sell within six years of 
                                             purchase, as described below.

                                        -    Automatic conversion to Class A 
                                             shares after eight years, thus
                                             reducing future annual expenses.

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

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

- --------------------------------------------------------------------------------
HOW SALES CHARGES ARE CALCULATED
<TABLE>
CLASS A  Sales charges are as follows:
<CAPTION>
================================================================================
  CLASS A SALES CHARGES
================================================================================
<CAPTION>
                                AS A % OF     AS A % OF YOUR
  YOUR INVESTMENT            OFFERING PRICE    INVESTMENT
  <S>                           <C>             <C>
  Up to $49,999                 5.00%           5.26%
  $50,000 - $99,999             4.50%           4.71%
  $100,000 - $249,999           3.50%           3.63%
  $250,000 - $499,999           2.50%           2.56%
  $500,000 - $999,999           2.00%           2.04%
  $1,000,000 and over           See below
</TABLE>

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

================================================================================
  CDSC ON $1 MILLION+ INVESTMENT
================================================================================
  YOUR INVESTMENT                   CDSC ON SHARES BEING SOLD
  First $1M - $4,999,999            1.00%
  Next $1 - $5M above that          0.50%
  Next $1 or more above that        0.25%

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

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

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

================================================================================
  CLASS B DEFERRED CHARGES
================================================================================
  YEARS AFTER PURCHASE              CDSC ON SHARES BEING SOLD
  1st year                          5.00%
  2nd year                          4.00%
  3rd or 4th years                  3.00%
  5th year                          2.00%
  6th year                          1.00%
  After 6 years                     None

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

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


18  YOUR ACCOUNT

<PAGE>
SALES CHARGE REDUCTIONS AND WAIVERS

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

- -    Accumulation Privilege -- lets you add the value of any Class A shares you
     already own to the amount of your next Class A investment for purposes of
     calculating the sales charge.

- -    Letter of Intention -- lets you purchase Class A shares of a fund over a
     13-month period and receive the same sales charge as if all shares had been
     purchased at once. 

- -    Combination Privilege -- lets you combine Class A shares of multiple funds 
     for purposes of calculating the sales charge. 

To utilize: complete the appropriate section on your application, or contact
your financial representative or Investor Services to add these options to an 
existing account. 

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

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

CDSC WAIVERS In general, the CDSC for either share class may be waived on 
shares you sell for the following reasons: 

- -    to make payments through certain systematic withdrawal plans 

- -    to make certain distributions from a retirement plan 

- -    because of shareholder death or disability 

To utilize: contact your financial representative or Investor Services, or 
consult the SAI (see the back cover of this prospectus). 

REINSTATEMENT PRIVILEGE If you sell shares of a John Hancock fund, you may 
invest some or all of the proceeds in the same share class of any John Hancock 
fund within 120 days without a sales charge. If you paid a CDSC when you sold 
your shares, you will be credited with the amount of the CDSC. All accounts 
involved must have the same registration.

To utilize: contact your financial representative or Investor Services.

WAIVERS FOR CERTAIN INVESTORS Class A shares may be offered without front-end 
sales charges or CDSCs to various individuals and institutions, including: 

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

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

- -    selling brokers and their employees and sales representatives 

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

- -    fund trustees and other individuals who are affiliated with these or other 
     John Hancock funds 

- -    individuals transferring assets to a John Hancock growth fund from an 
     employee benefit plan that has John Hancock funds 

- -    members of an approved affinity group financial services program 
   
- -    certain insurance company contract holders (one-year CDSC usually applies) 
    
- -    participants in certain plans with at least 100 members (one-year CDSC 
     applies) 

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

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

1    Read this prospectus carefully. 

2    Determine how much you want to invest. The minimum initial investments for 
     the John Hancock growth funds are as follows: 

     -   non-retirement account: $1,000 

     -   retirement account: $250 

     -   group investments: $250 

     -   Monthly Automatic Accumulation Plan (MAAP): $25 to open; you must 
         invest at least $25 a month 

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

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

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




                                                                YOUR ACCOUNT 19



<PAGE>
<TABLE>
====================================================================================================================================
BUYING SHARES  
====================================================================================================================================
<CAPTION>                                                                    
   OPENING AN ACCOUNT                                               ADDING TO AN ACCOUNT
<S>                                                                 <C>   
BY CHECK       
[A graphic image of a blank check.]
   -  Make out a check for the investment amount, payable           -  Make out a check for the investment amount payable
      to "John Hancock Investor Services Corporation."                 to "John Hancock Investor Services Corporation."
                                                        
   -  Deliver the check and your completed application              -  Fill out the detachable investment lip from an account
      to your financial representative, or mail them to Investor       statement. If no slip is available, include a note specifying
      Services (address on next page).                                 the fund name, your share class, your account number, 
                                                                       and the name(s) in which the account is registered. 

                                                                    -  Deliver the check and your investment slip or note to 
                                                                       your financial representative, or mail them to Investor 
                                                                       Services (address on next page).

BY EXCHANGE
[A graphic image of a white arrow outlined in black that points 
to the right above a black that points to the left.]
   -  Call your financial representative or Investor Services to    -  Call Investor Services to request an exchange. 
      request an exchange.

BY WIRE
[A graphic image of a jagged white arrow outlined in black that
points upwards at a 45 degree angle.]               
   -  Deliver your completed application to your financial repre-   -  Instruct your bank to wire the amount of your
      sentative, or mail it to Investor Services.                      investment to:
                                                                       First Signature Bank & Trust
   -  Obtain your account number by calling your financial             Account # 900000260
      representative or Investor Services.                             Routing # 211475000
                                                                       Specify the fund name, your share class, your account
   -  Instruct your bank to wire the amount of your                    number and the name(s) in which the account is regis-
      investment to:                                                   tered. Your bank may charge a fee to wire funds.
      First Signature Bank & Trust 
      Account # 900000260 
      Routing # 211475000 
      Specify the fund name, your choice of share class, the new 
      account number and the name(s) in which the account is 
      registered. Your bank may charge a fee to wire funds. 
    
 BY PHONE 
[A graphic image of a telephone.]
   See "By wire" and "By exchange."                                 -  Verify that your bank or credit union is a member of 
                                                                       the Automated Clearing House (ACH) system.

                                                                    -  Complete the "Invest-By-Phone" and "Bank Information" 
                                                                       sections on you account application.

                                                                    -  Call Investor Services to verify that these features are in 
                                                                       place on your account.

                                                                    -  Tell the Investor Services representative the fund name, 
                                                                       your share class, your account number, the name(s) in 
                                                                       which the account is registered and the amount of 
                                                                       your investment.


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


20  YOUR ACCOUNT

<PAGE>
<TABLE>
===============================================================================================================================
SELLING SHARES 
===============================================================================================================================
<CAPTION>
   DESIGNED FOR                                                 TO SELL SOME OR ALL OF YOUR SHARES
<S>                                                             <C>

BY LETTER 
[A graphic image of the back of an envelope.]
   -  Accounts of any type.                                     -  Write a letter of instruction or complete a stock power 
                                                                   indicating the fund name, your share class, your account
   -  Sales of any amount.                                         number, the name(s) in which the account is registered
                                                                   and the dollar value or number of shares you wish to sell.

                                                                -  Include all signatures and any additional documents 
                                                                   that may be required (see next page).

                                                                -  Mail the materials to Investor Services.

                                                                -  A check will be mailed to the name(s) and address in 
                                                                   which the account is registered, or otherwise according 
                                                                   to your letter of instruction.

BY PHONE
[A graphic image of a telephone.]
   -  Most accounts.                                            -  For automated service 24 hours a day using your
                                                                   touch-tone phone, call the John Hancock Funds
   -  Sales of up to $100,000.                                     EASI-Line at 1-800-338-8080.

                                                                -  To place your order with a representative at John Han-
                                                                   cock Funds, call Investor Services between 8 a.m. and 
                                                                   4 p.m. on most business days.

BY WIRE OR ELECTRONIC FUNDS TRANSFER (EFT)
[A graphic image of a jagged white arrow outlined in black
that points upwards at a 45 degree angle.]
   -  Requests by letter to sell any amount (accounts of        -  Fill out the "Telephone Redemption" section of your
      any type).                                                   new account application.

   -  Requests by phone to sell up to $100,000 (accounts        -  To verify that the telephone redemption privilege is in
      with telephone redemption privileges).                       place on an account, or to request the forms to add it
                                                                   to an existing account, call Investor Services.

                                                                -  Amounts of $1,000 or more will be wired on the next 
                                                                   business day. A $4 fee will be deducted from your 
                                                                   account. 

                                                                -  Amounts of less than $1,000 may be sent by EFT or by 
                                                                   check. Funds from EFT transactions are generally avail-
                                                                   able by the second business day. Your bank may charge 
                                                                   a fee for this service.

BY EXCHANGE                               
[A graphic image of a white arrow outlined in black that
points to the right above a black that points to the left.]                   
   -  Accounts of any type.                                     -  Obtain a current prospectus for the fund into which
                                                                   you are exchanging by calling your financial representa-
   -  Sales of any amount.                                         tive or Investor Services.

                                                                -  Call Investor Services to request an exchange.
</TABLE>
- --------------------------------------------------------------------------------

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

Phone
1-800-225-5291

Or contact your financial representative for instructions and assistance.
- --------------------------------------------------------------------------------

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

                                                              YOUR ACCOUNT 21

<PAGE>


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

You will need a signature guarantee if: 
- -    your address of record has changed within the past 30 days

- -    you are selling more than $100,000 worth of shares

- -    you are requesting payment other than by a check mailed to the address of
     record and payable to the registered owner(s)

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

- -    a broker or securities dealer

- -    a federal savings, cooperative or other type of bank

- -    a savings and loan or other thrift institution

- -    a credit union

- -    a securities exchange or clearing agency A notary public cannot provide a
     signature guarantee.

A notary public CANNOT provide a signature guarantee.

<TABLE>
====================================================================================================== [A graphic image of the
                                                                                                        back of an envelope.]
<CAPTION>                                                                                               

SELLER                             REQUIREMENTS FOR WRITTEN REQUESTS

======================================================================================================
<S>                                                                   <C>
Owners of individual, joint, or sole propriertorship, UGMA/UTMA       -    Letter of instruction.
(custodial accounts for minors) or general partner accounts.          -    On the letter, the signatures and titles of all persons  
                                                                           authorized to sign for the account, exactly as the 
                                                                           account is registered.
                                                                      -    Signature garuntee if applicable (see above)
Owners of corporate or association accounts.                          -    Letter of instruction.
                                                                      -    Corporate resolution, certified within the past 90 days.
                                                                      -    On the letter and the resolution, the signature of the 
                                                                           person(s) authorized to sign for the account.
                                                                      -    Signature garuntee if applicable (see above).
Owners or Trustees of trust accounts                                  -    Letter of instruction.
                                                                      -    Corporate resolution, certified within the past 90 days.
                                                                      -    If the names of all trustees are not registered on the 
                                                                           account, please also provide a copy of the trust document
                                                                           certified within the past 60 days.
                                                                      -    Signature garuntee if applicable (see above)
Joint tenancy shareholders whose co-tenants are deceased              -    Letter of instruction signed by surviving tenant.
                                                                      -    Copy of death certificate.
                                                                      -    Signature garuntee if applicable (see above).
Adsministrators, conservatore, guardians and other sellers or         -    Call 1-800-225-5291 for instructions.
account types not listed above.
</TABLE>

22 YOUR ACCOUNT

<PAGE>

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

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

BUY AND SELL PRICES When you buy shares, you pay the NAV plus any applicable
sales charges, as described earlier. When you sell shares, you receive the NAV
minus any applicable deferred sales charges.

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

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

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

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

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

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

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

SALES IN ADVANCE OF PURCHASE PAYMENTS When you place a request to sell shares
for which the purchase money has not yet been collected, the request will be
executed in a timely fashion, but the fund will not release the proceeds to you
until your purchase payment clears. This may take up to ten calendar days after
the purchase.

ELIGIBILITY BY STATE You may only invest in, or exchange into, fund shares
legally available in your state. 

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

ACCOUNT STATEMENTS In general, you will receive account statements as follows:

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

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

DIVIDENDS The funds generally distribute most or all of their net earnings in
the form of dividends. Any capital gains are distributed annually. Most of the
funds do not typically pay income dividends, with the exception of Disciplined
Growth Fund and Regional Bank Fund, which typically pay income dividends
semi-annually and quarterly, respectively.


                                                                 YOUR ACCOUNT 23

<PAGE>

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

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

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

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

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

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

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

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

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

- -    Complete the appropriate parts of your Account Application.

- -    If you are using MAAP to open an account, make out a check ($25 minimum)
     for your first investment amount payable to "John Hancock Investor Services
     Corporation." Deliver your check and application to your financial
     representative or Investor Services.

SYSTEMATIC WITHDRAWAL PLAN This plan may be used for routine bill payment or
periodic withdrawals from your account. To establish:

- -    Make sure you have at least $5,000 worth of shares in your account.

- -    Make sure you are not planning to invest more money in this account (buying
     shares during a period when you are also selling shares of the same fund is
     not advantageous to you, because of sales charges).

- -    Specify the payee(s). The payee may be yourself or any other party, and
     there is no limit to the number of payees you may have, as long as they are
     all on the same payment schedule.

- -    Determine the schedule: monthly, quarterly, semi-annually, annually or in
     certain selected months.
  
- -    Fill out the relevant part of the account application. To add a systematic
     withdrawal plan to an existing account, contact your financial
     representative or Investor Services.

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



24 YOUR ACCOUNT


<PAGE>


FUND DETAILS

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

HOW THE FUNDS ARE ORGANIZED Each John Hancock growth fund is an open-end
management investment company or a series of such a company.
   
Each fund is supervised by a board of trustees, an independent body which has
ultimate responsibility for the fund's activities. The board retains various
companies to carry out the fund's operations, including the investment adviser,
custodian, transfer agent and others (see diagram). The board has the right, and
the obligation, to terminate the fund's relationship with any of these companies
and to retain a different comp any if the board believes that it is in the
shareholders' best interests.
    
At a mutual fund's inception, the initial shareholder (typically the adviser)
appoints the fund's board. Thereafter, the board and the shareholders determine
the board's membership. The boards of the John Hancock growth funds may include
individuals who are affiliated with the investment adviser. However, the
majority of board members must be independent.

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

[A flow chart that contains 8 rectangular-shaped boxes and illustrates the 
hierarchy of how the funds are organized. Within the flowchart, there are 5 
tiers. The tiers are connected by shaded lines.

Shareholders represent the first tier. There is a shaded vertical arrow on the
left-hand side of the page. The arrow has arrowheads on both ends and is
contained within two horizontal, shaded lines. This is meant to highlight tiers
two and three which focus on Distribution and Shareholder Services.

Financial Services Firms and their Representatives are shown on the second
tier. Principal Distributor and Transfer Agent are shown on the third tier.

A shaded vertical arrow on the right-hand side of the page denotes those
entities involved in the Asset Management. The arrow has arrowheads on both
ends and is contained within two horizontal, shaded lines. This fourth tier
includes the Subadvisor, Investment Advisor and the Custodian.

The fifth tier contains the Trustees/Directors.]

                                                                FUND DETAILS 25


<PAGE>


ACCOUNTING COMPENSATION The funds compensate the adviser for performing tax and
financial management services. Annual compensation for 1996 will not exceed
0.02% of each fund's average net assets. 

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

INVESTMENT GOALS Except for Discovery Fund, Special Opportunities Fund
and Emerging Growth Fund, each fund's investment goal is fundamental and may
only be changed with shareholder approval. 

DIVERSIFICATION Except for Special Opportunities Fund, all growth funds are
diversified.

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

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

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

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

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

<TABLE>
  CLASS B UNREIMBURSED DISTRIBUTION EXPENSES(1)

                                    UNREIMBURSED                AS A % OF
  FUND                              EXPENSES                    NET ASSETS
  <S>                               <C>                         <C>
  Disciplined Growth                $ 3,620,687                 3.99%
  Discovery                         $   552,329                 1.75%
  Emerging Growth                   $ 9,697,401                 3.02%
  Growth                            $   165,787                 2.01%
  Regional Bank                     $41,492,867                 5.90%
  Special Equities                  $15,131,619                 5.42%
  Special Opportunities             $ 6,051,842                 4.49%


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


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

ANNUAL COMPENSATION Beginning with the second year after an investment is made,
the financial services firm receives an annual service fee of 0.25% of its total
eligible net assets. This fee is paid quarterly in arrears. Firms affiliated
with John Hancock, which include Tucker Anthony, Sutro & Company and John
Hancock Distributors, may receive an additional fee of up to 0.05% a year of
their total eligible net assets.



26 FUND DETAILS



<PAGE>

<TABLE>
   
- ------------------------------------------------------------------------------------------------------------------------------------
  CLASS A INVESTMENTS
<CAPTION>
                                                           MAXIMUM
                                     SALES CHARGE          REALLOWANCE            FIRST YEAR             MAXIMUM
                                     PAID BY INVESTORS     OR COMMISSION          SERVICE FEE            TOTAL COMPENSATION(1) 
                                     (% of offering price) (% of offering price)  (% of net investment)  (% of offering price)
  <S>                                <C>                   <C>                    <C>                    <C>
  Up to $49,999                      5.00%                 4.01%                  0.25%                  4.25%
  $50,000 - $99,999                  4.50%                 3.51%                  0.25%                  3.75%
  $100,000 - $249,999                3.50%                 2.61%                  0.25%                  2.85%
  $250,000 - $499,999                2.50%                 1.86%                  0.25%                  2.10%
  $500,000 - $999,999                2.00%                 1.36%                  0.25%                  1.60%
  REGULAR INVESTMENTS OF
  $1 MILLION OR MORE
  First $1M - $4,999,999             --                    0.75%                  0.25%                  1.00%
  Next $1 - $5M above that           --                    0.25%                  0.25%                  0.50%
  Next $1 and more above that        --                    0.00%                  0.25%                  0.25%
  Waiver investments(2)              --                    0.00%                  0.25%                  0.25%
    
- ------------------------------------------------------------------------------------------------------------------------------------
  CLASS B INVESTMENTS
                                                           MAXIMUM
                                                           REALLOWANCE                                   MAXIMUM
                                                           OR COMMISSION          SERVICE FEE            TOTAL COMPENSATION
                                                           (% of offering price)  (% of net investment)  (% of offering price)
  All amounts                                              3.75%                  0.25%                  4.00%



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


CDSC revenues collected by John Hancock Funds may be used to fund commission
payments when there is no initial sales charge.

</TABLE>



                                                               FUND DETAILS 27

<PAGE>



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

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

The funds are permitted to utilize -- within limits established by the trustees
- -- certain other securities and investment practices that have higher risks and
opportunities associated with them. To the extent a fund utilizes these
securities or practices, its overall performance may be affected, either
positively or negatively. On the following page are brief descriptions of these
securities and practices, along with the risks associated with them. The funds  
follow certain policies that may reduce these risks.

As with any mutual fund, there is no guarantee that the performance of a John
Hancock growth fund will be positive over any period of time -- days, months or
years. However, stock funds as a category have historically performed better
over the long term than bond or money market funds.

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

TYPES OF INVESTMENT RISK 

CORRELATION RISK The risk that changes in the value of a hedging instrument will
not match those of the asset being hedged (hedging is the use of one investment
to offset the effects of another investment). Incomplete correlation can result
in unanticipated risks.

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

CURRENCY RISK The risk that fluctuations in the exchange rates
between the U.S. dollar and foreign currencies may negatively affect an
investment. Adverse changes in exchange rates may erode or reverse any gains
produced by foreign currency denominated investments and may widen any losses.

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

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

LEVERAGE RISK Associated with securities or practices (such as borrowing) that
multiply small index or market movements into large changes in value.
  
*    HEDGED When a derivative (a security whose value is based on another
     security or index) is used as a hedge against an opposite position which
     the fund also holds, any loss generated by the derivative should be
     substantially offset by gains on the hedged investment, and vice versa.
     While hedging can reduce or eliminate losses, it can also reduce or
     eliminate gains.
  
*    SPECULATIVE To the extent that a derivative is not used as a hedge, the
     fund is directly exposed to the risks of that derivative. Gains or losses
     from speculative positions in a derivative may be substantially greater
     than the derivative's original cost.

LIQUIDITY RISK The risk that certain securities may be difficult or impossible
to sell at the time and the price that the seller would like. The seller may
have to lower the price, sell other securities instead, or forego an investment
opportunity, any of which could have a negative effect on fund management or
performance. 

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

MARKET RISK The risk that the market value of a security may move up and down,
sometimes rapidly and unpredictably. These fluctuations may cause a security to
be worth less than the price originally paid for it, or less than it was worth
at an earlier time. Market risk may affect a single issuer, industry, sector of
the economy or the market as a whole. Common to all stocks and bonds and the
mutual funds that invest in them. 

NATURAL EVENT RISK The risk of losses attributable to natural disasters, crop
failures and similar events.

OPPORTUNITY RISK The risk of missing out on an investment opportunity because
the assets necessary to take advantage of it are tied up in other investments.

POLITICAL RISK The risk of losses directly attributable to government or
political actions of any sort. These actions may range from changes in tax or
trade statutes to expropriation, governmental collapse and war.

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



28 FUND DETAILS


<PAGE>

- --------------------------------------------------------------------------------
HIGHER-RISK SECURITIES AND PRACTICES
- --------------------------------------------------------------------------------

<TABLE>
This table shows each fund's investment limitations 
as a percentage of portfolio assets. In each case the 
principal types of risk are listed (see previous 
page for definitions).                                 
10 Percent of total assets (italic type)               

<CAPTION>
10   Percent of net assets (roman type)
*    No policy limitation on usage; fund may be 
     using currently
@    Permitted, but has not typically been used          DISCIPLINED            EMERGING          REGIONAL   SPECIAL      SPECIAL 
- --   Not permitted                                         GROWTH    DISCOVERY   GROWTH   GROWTH    BANK    EQUITIES   OPPORTUNITIES

- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>     <C>      <C>       <C>     <C>        <C>         <C>
INVESTMENT PRACTICES

BORROWING; REVERSE REPURCHASE AGREEMENTS  The 
borrowing of money from banks or through 
reverse repurchase agreements. Leverage, credit risks.        5        5       33.3      33.3      5        33.3        33.3

REPURCHASE AGREEMENTS  The purchase of a security 
that must later be sold back to the seller at the
same price plus interest. Credit risk.                        *        *         *        *        *          *          * 

SECURITIES LENDING  The lending of securities to 
financial institutions, which provide cash or 
government securities as collateral. Credit risk.             5       33.3     30        33.3     --        33.3        33.3

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

*  Hedged. Hedged leverage, market, correlation, 
   liquidity, opportunity risks.                              --       @         @        @       --          @          @
*  Seculative. Speculative leverage, market,
   liquidity risks.                                           --       @        --        @       --          @          @  

SHORT-TERM TRADING  Selling a security soon after 
purchase. A portfolio engaging in short-term 
trading will have higher turnover and transaction 
expenses. Market risk.                                        *        *        *         *        *          *          *       

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS  
The purchase or sale of securities for delivery 
at a future date; market value may change before 
delivery. Market, opportunity, leverage risks.                *        *        *         *        *          *          *
- -----------------------------------------------------------------------------------------------------------------------------------
CONVENTIONAL SECURITIES

NON-INVESTMENT-GRADE CONVERTIBLE SECURITIES Debt 
securities that convert into equity securities at 
a future time. Convertibles rated below BBB/Baa are
considered "junk" bonds. Credit, market, interest 
rate, liquidity, valuation and information risks.             --      --       10         5        5         --         --

FOREIGN EQUITIES
 * Stocks issued by foreign companies. Market, 
   currency, information, natural event, political risks.     --      25        *        15        @          *          *
 * American or European depository receipts, which are   
   dollar-denominated securities typically issued by 
   American or European banks and are based on ownership
   of securities issued by foreign companies. Market, 
   currency, information, natural event, political risks.     10      25        *        15        @          *          *
   
RESTRICTED AND ILLIQUID SECURITIES  Securities not 
traded on the open market. May include illiquid Rule 
144A securities. Liquidity, valuation, market risks.          15      15       10        15       15         15         15
    
- ------------------------------------------------------------------------------------------------------------------------------------
LEVERAGED DERIVATIVE SECURITIES

FINANCIAL FUTURES AND OPTIONS; SECURITIES AND INDEX 
OPTIONS Contracts involving the right or obligation 
to deliver or receive assets or money depending on the
performance of one or more assets or an economic index.

 * Futures and related options. Interest rate, currency,
   market, hedged or speculative leverage, correlation, 
   liquidity, opportunity risks.                              *        @        *         @        @          @          *
 * Options on securities and indices. Interest rate,
   currency, market, hedged or speculative leverage, 
   correlation, liquidity, credit, opportunity risks.         5(1)     5(1)    10(1)      @        5(1)       @          *


CURRENCY CONTRACTS Contracts involving the right or 
obligation to buy or sell a given amount of foreign 
currency at a specified price and future date.
 * Hedged. Currency, hedged leverage, correlation, 
   liquidity, opportunity risks.                              --       *           *      *        @          @          *
 * Speculative. Currency, speculative leverage, 
   liquidity risks.                                           --      --          --     --        @          @         --



(1) Applies to purchased options only.

</TABLE>



                                                               FUND DETAILS 29


<PAGE>



<PAGE>



<PAGE>


FOR MORE INFORMATION
- --------------------------------------------------------------------------------



Two documents are available that         To request a free copy of the cur-
offer further information on John        rent annual/semi-annual report or
Hancock Growth Funds:                    SAI, please write or call:

ANNUAL/SEMI-ANNUAL                       John Hancock Investor Services
REPORT TO SHAREHOLDERS                   Corporation
Includes financial statements,           P.O.Box 9116
detailed performance information         Boston, MA 02205-9116
portfolio holdings, a statement from     Telephone: 1-800-225-5291
portfolio management and the             EASI-Line: 1-800-338-8080
auditor's report.                        TDD: 1-800-544-6713

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI contains more detailed
information on all aspects of the
funds. The current annual/
semi-annual report is included
in the SAI.

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






[John Hancock's graphic logo. 
A circle, diamond, triangle and a cube.]
       JOHN HANCOCK FUNDS
       A GLOBAL INVESTMENT MANAGEMENT FILM

       101 Huntington Avenue
       Boston, Massachusetts 02199-7603       
                                                       
                                           [Copyright] John Hancock Funds, Inc.
                                                                     GROPN 7/96
     
       [John Hancock script logo]     

<PAGE>

   
                        JOHN HANCOCK EMERGING GROWTH FUND


                           CLASS A AND CLASS B SHARES

                       STATEMENT OF ADDITIONAL INFORMATION
                                December 2, 1996

         This Statement of Additional  Information ("SAI") provides  information
about John Hancock  Emerging Growth Fund (the "Fund"),  a diversified  series of
John Hancock Series Trust (the "Trust"),  in addition to the information that is
contained in the Fund's Prospectus, dated December 2, 1996 (the "Prospectus").

         This SAI is not a prospectus. It should be read in conjunction with the
Prospectus,  a copy of which  can be  obtained  free of  charge  by  writing  or
telephoning:

                   John Hancock Investor Services Corporation
                                  P.O. Box 9116
                        Boston, Massachusetts 02205-5291
                                 1-800-225-5291
    
                                TABLE OF CONTENTS
   
                                                                          Page

Organization of the Trust                                                   2
Certain Investment Practices                                                2
Investment Restrictions                                                    17
Those Responsible for Management                                           21
Investment Advisory and Other Services                                     32
Distribution Contract                                                      35
Net Asset Value                                                            37
Initial Sales Charge on Class A Shares                                     38
Deferred Sales Charge on Class B Shares                                    41
Special Redemptions                                                        45
Additional Services and Programs                                           45
Description of the Fund's Shares                                           46
Tax Status                                                                 49
Calculation of Performance                                                 55
Brokerage Allocation                                                       56
Transfer Agent Services                                                    59
Custody of Portfolio                                                       59
Independent Auditors                                                       59
Appendix A                                                                 60
Financial Statements                                                      F-1
    
<PAGE>

   
ORGANIZATION OF THE TRUST

         The Trust is an open-end  management  investment company organized as a
Massachusetts  business  trust under a  Declaration  of Trust dated  December 2,
1996.  Prior to December 22,  1994,  the Fund was called  Transamerica  Emerging
Growth Fund.

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

CERTAIN INVESTMENT PRACTICES

         The Fund seeks long-term growth of capital through investing  primarily
(at least 80% of its assets in normal  circumstances)  in the  common  stocks of
emerging companies (those with a market capitalization of less than $1 billion).
Current income is not a factor of consequence in the selection of stocks for the
Fund.
    
         In order to achieve its  objective,  the Fund invests in a  diversified
group of companies whose growth rates are expected to significantly  exceed that
of the average industrial  company. It invests in these companies early in their
corporate life cycle before they become widely  recognized  and well known,  and
while  their  reputations  and  track  records  are  still  emerging  ("emerging
companies").  Consequently, the Fund invests in the stocks of emerging companies
whose  capitalization,  sales and earnings are smaller than those of the Fortune
500 companies.  Further,  the Fund's  investments in emerging company stocks may
include  those of more  established  companies  which offer the  possibility  of
rapidly accelerating earnings because of revitalized  management,  new products,
or structural changes in the economy.

         The nature of investing  in emerging  companies  involves  greater risk
than is customarily  associated with investments in more established  companies.
In particular,  the value of securities of emerging companies tends to fluctuate
more widely than other types of investments.  Because emerging  companies may be
in the early stages of their development,  they may be dependent on a relatively
few products or services. They may also lack adequate capital reserves or may be
dependent on one or two  management  individuals.  Their stocks are often traded
"over-the-counter"  or on a regional exchange,  and may not be traded in volumes
typical of trading on a national exchange.  Consequently, the investment risk is
higher than that normally associated with larger, older, better-known companies.

                                       2

<PAGE>

In order to help reduce this risk,  the Fund  allocates  its  investments  among
different industries.

         Most of the Fund's  investments  will be in equity  securities  of U.S.
companies. However, since many emerging companies are located outside the United
States,  a significant  portion of the Fund's  investments  may  occasionally be
invested in equity securities of non-U.S. companies.

         While the Fund will invest primarily in emerging companies, the balance
of the Fund's assets may be invested in: (1) other common stocks;  (2) preferred
stocks; (3) convertible  securities (up to 10% of the Fund's total assets may be
invested  in  convertible  securities  rated as low as "B" by  Standard & Poor's
Ratings Group  ("S&P") or Moody's  Investors  Service,  Inc.  ("Moody's")  to be
comparable  in  quality  to  those  rated  "B");  (4)  warrants;  and  (5)  debt
obligations of the U.S. Government, its agencies and instrumentalities.

         In order to provide  liquidity for the purchase of new  investments and
to effect  redemptions  of its  shares,  the Fund will  invest a portion  of its
assets in high quality,  short-term debt securities with remaining maturities of
one year or less, including U.S. Government securities, certificates of deposit,
bankers'  acceptances,  commercial paper,  corporate debt securities and related
repurchase agreements.

         During periods of unusual market  conditions when the Adviser  believes
that investing for temporary  defensive purposes is appropriate,  part or all of
the Fund's assets may be invested in cash or cash equivalents consisting of: (1)
obligations of banks (including  certificates of deposit,  bankers'  acceptances
and repurchase  agreements)  with assets of $100,000,000 or more; (2) commercial
paper rated within the two highest rating categories of a nationally  recognized
rating  organization;  (3) investment  grade  short-term  notes; (4) obligations
issued  or  guaranteed  by  the  U.S.  Government  or any  of  its  agencies  or
instrumentalities; and (5) related repurchase agreements.
   
         Rights and  Warrants.  The Fund may purchase  warrants and rights which
are  securities  permitting,  but not  obligating,  their holder to purchase the
underlying  securities at a predetermined price.  Generally,  warrants and stock
purchase  rights  do not  carry  with them the  right to  receive  dividends  or
exercise  voting rights with respect to the underlying  securities,  and they do
not represent any rights in the assets of the issuer. As a result, an investment
in warrants and rights may be considered to entail greater  investment risk than
certain  other types of  investments.  In  addition,  the value of warrants  and
rights does not necessarily change with the value of the underlying  securities,
and they  cease to have  value  if they are not  exercised  on or prior to their
expiration  date.  Investment  in warrants and rights  increases  the  potential
profit  or loss to be  realized  from the  investment  of a given  amount of the

                                       3

<PAGE>

Fund's  assets as compared  with  investing  the same  amount in the  underlying
stock.

         Lending of Portfolio 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  securities  involved in the  transaction.  As a
result, the Fund may incur a loss or, in the event of the borrower's bankruptcy,
the Fund may be delayed in or prevented from  liquidating  the  collateral.  The
Fund may not lend portfolio securities having a total value exceeding 30% of its
total assets.

         American  Depository  Receipts (ADRS) and European  Depository Receipts
(EDRs). The Fund may invest in securities of non-U.S. issuers directly or in the
form of American Depository Receipts (ADRs), European Depository Receipts (EDRs)
or other  similar  securities  representing  interests  in the common  stocks of
foreign  issuers.  ADRs are receipts,  typically  issued by a U.S. bank or trust
company,  which evidence ownership of underlying  securities issued by a foreign
corporation.  EDRs are  receipts  issued  in  Europe  which  evidence  a similar
ownership arrangement. Generally, ADRs, in registered form, are designed for use
in the U.S. securities markets and EDRs, in bearer form, are designed for use in
the European securities markets. The underlying securities are not always quoted
or denominated in the same currency as the ADRs or the EDRs.

         Foreign  Securities and Investments in Emerging  Markets.  The Fund may
invest in securities of foreign issuers, including debt and equity securities of
corporate  and  governmental  issuers in countries  with  emerging  economies or
securities markets.

         Investing in securities of non-U.S. issuers, particularly securities of
issuers located in emerging  countries,  may entail greater risks than investing
in similar  securities  of U.S.  issuers.  These risks  include (i) less social,
political and economic stability; (ii) the small current size of the markets for
many such  securities  and the currently low or  nonexistent  volume of trading,
which  result in a lack of  liquidity  and in greater  price  volatility;  (iii)
certain   national   policies   which  may   restrict   the  Fund's   investment
opportunities,  including  restrictions  on  investment in issuers or industries
deemed  sensitive  to national  interests;  (iv) foreign  taxation;  and (v) the
absence of  developed  structures  governing  private or foreign  investment  or
allowing for judicial redress for injury to private property.

         Investing in  securities of non-U.S.  companies  may entail  additional
risks  due to the  potential  political  and  economic  instability  of  certain
countries and the risks of expropriation,  nationalization,  confiscation or the

                                       4

<PAGE>

imposition of restrictions on foreign  investment and on repatriation of capital
invested.  In  the  event  of  such  expropriation,   nationalization  or  other
confiscation  by any country,  the Fund could lose its entire  investment in any
such country.

         In addition,  even though  opportunities  for  investment  may exist in
foreign  countries,  and in  particular  emerging  markets,  any  change  in the
leadership  or  policies  of  the  governments  of  those  countries  or in  the
leadership  or  policies  of  the  governments  of  those  countries  or in  the
leadership  or policies of any other  government  which  exercises a significant
influence  over  those  countries,  may halt the  expansion  of or  reverse  the
liberalization  of  foreign  investment   policies  now  occurring  and  thereby
eliminate any investment opportunities which may currently exist.

         Investors should note that upon the accession to power of authoritarian
regimes,  the  governments  of a number of Latin American  countries  previously
expropriated  large  quantities  of real and  personal  property  similar to the
property which may be  represented by the securities  purchased by the Fund. The
claims of property owners against those  governments were never finally settled.
There can be no assurance that any property  represented  by foreign  securities
purchased by the Fund will not also be expropriated,  nationalized, or otherwise
confiscated.  If  such  confiscation  were  to  occur,  the  Fund  could  lose a
substantial portion of its investments in such countries. The Fund's investments
may  similarly be adversely  affected by exchange  control  regulation in any of
those countries.

         Certain  countries  in  which  the  Fund  may  invest  may  have  vocal
minorities  that advocate  radical  religious or  revolutionary  philosophies or
support ethnic  independence.  Any  disturbance on the part of such  individuals
could carry the potential for widespread destruction or confiscation of property
owned by  individuals  and entities  foreign to such country and could cause the
loss of the Fund's investment in those countries.

         Certain  countries  prohibit  or  impose  substantial  restrictions  on
investments  in their capital  markets by foreign  entities such as the Fund. As
illustrations,   certain  countries  require  governmental   approval  prior  to
investments  by foreign  persons,  or limit the amount of  investment by foreign
persons in a particular  company,  or limit the investment by foreign persons to
only a specific class of securities of a company that may have less advantageous
terms than  securities  of the company  available  for  purchase  by  nationals.
Moreover,  the national  policies of certain  countries may restrict  investment
opportunities in issuers or industries  deemed sensitive to national  interests.
In addition,  some countries require governmental  approval for the repatriation
of investment  income,  capital or the proceeds of  securities  sales by foreign
investors.  The Fund could be  adversely  affected by delays in, or a refusal to
grant, any required  governmental  approval for repatriation,  as well as by the
application to it of other restrictions on investments.
    
                                       5

<PAGE>

   
         Foreign  companies  are subject to  accounting,  auditing and financial
standards and requirements that differ, in some cases significantly,  from those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing  on the  financial  statements  of such a company  may not reflect its
financial  position or results of  operations in the way they would be reflected
had such financial  statements been prepared in accordance  with U.S.  generally
accepted  accounting  principles.  Most foreign securities held by the Fund will
not be registered  with the Securities and Exchange  Commission  (the "SEC") and
the issuers  thereof  will not be subject to the SEC's  reporting  requirements.
Thus,  there will be less available  information  concerning  foreign issuers of
securities  held by the Fund  than is  available  concerning  U.S.  issuers.  In
instances where the financial  statements of an issuer are not deemed to reflect
accurately  the  financial  situation  of the  issuer,  the  Adviser  will  take
appropriate steps to evaluate the proposed investment, which may include on-site
inspection of the issuer,  interviews with its management and consultations with
accountants, bankers and other specialists. There is substantially less publicly
available information about foreign companies than there are reports and ratings
published  about U.S.  companies  and the U.S.  Government.  In addition,  where
public  information is available,  it may be less reliable than such information
regarding U.S. issuers.

         Because  the Fund may invest in  securities  which are  denominated  or
quoted in foreign  currencies,  the  strength  or  weakness  of the U.S.  dollar
against  such  currencies  may  account  for  part  of  the  Fund's   investment
performance.  A decline in the value of any particular currency against the U.S.
dollar will cause a decline in the U.S.  dollar value of the Fund's  holdings of
securities  denominated in such currency and,  therefore,  will cause an overall
decline in the Fund's net asset value and any net investment  income and capital
gains to be distributed in U.S. dollars to shareholders of the Fund.
    
         The rate of exchange  between the U.S.  dollar and other  currencies is
determined by several  factors  including  the supply and demand for  particular
currencies,  central bank efforts to support particular currencies, the movement
of interest rates, the pace of business  activity in certain other countries and
the U.S.,  and other  economic  and  financial  conditions  affecting  the world
economy.
   
         Although the Fund values its assets daily in terms of U.S. dollars, the
Fund does not intend to convert  its  holdings of foreign  currencies  into U.S.
dollars on a daily  basis.  However,  the Fund may do so from time to time,  and
investors should be aware of the costs of currency conversion. Although currency
dealers do not charge a fee for  conversion,  they do realize a profit  based on
the  difference  ("spread")  between  the  prices at which  they are  buying and
selling various currencies.  Thus, a dealer may offer to sell a foreign currency
to the Fund at one rate,  while  offering a lesser rate of  exchange  should the
Fund desire to sell that currency to the dealer.
    
                                       6

<PAGE>

   
         Securities of foreign issuers,  and in particular many emerging country
issuers,  may be less liquid and their prices more volatile  than  securities of
comparable U.S. issuers. In addition,  foreign securities  exchanges and brokers
are generally  subject to less  governmental  supervision and regulation than in
the U.S., and foreign  securities  exchange  transactions are usually subject to
fixed  commissions,  which are generally  higher than negotiated  commissions on
U.S. transactions.  In addition, foreign securities exchange transactions may be
subject to  difficulties  associated  with the settlement of such  transactions.
Delays in settlement  could result in temporary  periods when assets of the Fund
are  uninvested  and no return is earned  thereon.  The inability of the Fund to
make intended security purchases due to settlement problems could cause the Fund
to miss attractive investment opportunities. Inability to dispose of a portfolio
security due to  settlement  problems  either could result in losses to the Fund
due to subsequent  declines in value of the  portfolio  security or, if the Fund
has  entered  into a contract  to sell the  security,  could  result in possible
liability to the purchaser.

         The Fund's  investment  income or, in some  cases,  capital  gains from
foreign  issuers may be subject to foreign  withholding  or other foreign taxes,
thereby  reducing the Fund's net investment  income and/or net realized  capital
gains. See "Tax Status."

         Foreign Currency Transactions. Generally, the foreign currency exchange
transactions  of the Fund may be conducted  on a spot (i.e.,  cash) basis at the
spot rate for purchasing or selling currency  prevailing in the foreign exchange
market.  As a matter of  nonfundamental  policy,  the Fund may also  enter  into
forward  foreign  currency  exchange  contracts  involving   currencies  of  the
different  countries  in  which  it  may  invest  as a  hedge  against  possible
variations  in the foreign  exchange  rate  between  these  currencies.  This is
accomplished  through  contractual  agreements  to  purchase or sell a specified
currency at a specified  future date and price set at the time of the  contract.
Transaction  hedging  is the  purchase  or  sale  of  forward  foreign  currency
contracts with respect to specific  receivables or payables of the Fund accruing
in connection with the purchase and sale of its portfolio securities denominated
in foreign currencies.  Portfolio hedging is the use of forward foreign currency
contracts to offset portfolio security  positions  denominated or quoted in such
foreign  currencies.  The Fund  will not  attempt  to hedge  all of its  foreign
portfolio positions and will enter into such transactions only to the extent, if
any, deemed appropriate by the Adviser.

         If the Fund enters  into a forward  contract  requiring  it to purchase
foreign currency, its custodian bank will segregate cash or liquid securities in
a  separate  account  of the Fund in an amount  equal to the value of the Fund's
total assets  committed to the  consummation  of such  forward  contract.  Those
assets will be valued at market  daily,  and, if the value of the  securities in
the separate  account  declines,  additional  cash or liquid  securities will be

                                       7

<PAGE>

placed  in the  account  so that the value of the  account  will be equal to the
amount of the Fund's commitment with respect to such contracts.

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

         The  cost  to  the  Fund  of  engaging  in  foreign  currency  exchange
transactions  varies with such factors as the currency  involved,  the length of
the  contract  period  and  the  market   conditions  then   prevailing.   Since
transactions in foreign currency are usually  conducted on a principal basis, no
fees or commissions are involved.

         Lower  Rated High Yield Debt  Obligations.  The Fund may invest in high
yielding,  fixed income  securities rated below investment grade (e.g. rated Baa
or lower by Moody's  Investors  Service,  Inc.  ("Moody's")  and BBB or lower by
Standard & Poor's  Ratings  Group  ("Standard  & Poor's").  See Appendix A for a
description of ratings assigned by Moody's and Standard & Poor's.

         Debt  securities  that  are  rated  BBB  or Baa or  lower  and  unrated
securities can pose more risks and involve greater  volatility of price and risk
of loss of  principal  and income than  higher  quality  securities.  These debt
securities are  considered,  to varying  degrees,  speculative in that change in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make  principal  and  interest  payments  than in the case of higher
quality securities. The high yield fixed income market is relatively new and its
growth  occurred during a period of economic  expansion.  The market has not yet
been fully tested by an economic recession.

         The market price and  liquidity of lower rated fixed income  securities
generally respond to short-term  corporate and market  developments to a greater
extent than the price and  liquidity of higher rated  securities,  because these
developments are perceived to have a more direct  relationship to the ability of
an issuer of lower rated securities to meet its ongoing debt obligations.

         Reduced  volume and  liquidity  in the high  yield  bond  market or the
reduced availability of market quotations will make it more difficult to dispose
of these  bonds  and to value  them  accurately.  The  reduced  availability  of
reliable  objective  data may  increase  the  Fund's  reliance  on  management's
judgment in valuing high yield bonds.  In addition,  the Fund's  investments  in
such bonds may be  susceptible  to adverse  publicity and investor  perceptions,

                                       8

<PAGE>

whether or not justified by fundamental factors.

         Repurchase Agreements.  The Fund may invest in repurchase agreements. A
repurchase  agreement is a contract under which the Fund acquires a security for
a  relatively  short period  (usually  not more than seven days)  subject to the
obligation of the seller to repurchase and the Fund to resell such security at a
fixed time and price (representing the Fund's cost plus interest). The Fund will
enter into  repurchase  agreements only with member banks of the Federal Reserve
System and with securities  dealers.  The Adviser will continuously  monitor the
creditworthiness  of the  parties  with  whom the Fund  enters  into  repurchase
agreements.  The Fund has established a procedure  providing that the securities
serving as collateral  for each  repurchase  agreement  must be delivered to the
Fund's custodian either physically or in book-entry form and that the collateral
must be marked to market daily to ensure that each repurchase agreement is fully
collateralized  at all times.  In the event of  bankruptcy or other default by a
seller  of  a  repurchase  agreement,   the  Fund  could  experience  delays  in
liquidating the underlying securities and could experience losses, including the
possible decline in the value of the underlying  securities during the period in
which the Fund seeks to enforce its rights thereto, possible subnormal levels of
income  and lack of access to income  during  this  period,  and the  expense of
enforcing  its  rights.  The Fund  will not  invest  in a  repurchase  agreement
maturing  in more than  seven  days,  if such  investment,  together  with other
illiquid  securities held by the Fund (including  restricted  securities)  would
exceed 10% of the Fund's net assets.

         Reverse  Repurchase  Agreements.  The Fund may also enter into  reverse
repurchase  agreements  which involve the sale of government  securities held in
its  portfolio  to a bank  with an  agreement  that the  Fund  will buy back the
securities  at a fixed  future  date at a fixed  price plus an agreed  amount of
interest  which may be reflected in the  repurchase  price.  Reverse  repurchase
agreements  are  considered  to be borrowings  by the Fund.  Reverse  repurchase
agreements involve the risk that the market value of securities purchased by the
Fund with proceeds of the transaction may decline below the repurchase  price of
the securities  sold by the Fund which it is obligated to  repurchase.  The Fund
will also continue to be subject to the risk of a decline in the market value of
the  securities  sold  under the  agreements  because  it will  reacquire  those
securities upon effecting their repurchase. The Fund will not enter into reverse
repurchase  agreements exceeding in the aggregate 33 1/3% of the market value of
its total assets.  The Fund will enter into reverse  repurchase  agreements only
with federally insured banks or savings and loan associations which are approved
in advance as being  creditworthy  by the Board of  Trustees.  Under  procedures
established   by  the  Board  of   Trustees,   the  Adviser   will  monitor  the
creditworthiness of the banks involved.

         Forward  Commitment and When-Issued  Securities.  The Fund may purchase
securities on a when-issued or forward commitment basis. "When-issued" refers to

                                       9

<PAGE>

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

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

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

         Financial  Futures  Contracts.  The  Fund  may  buy  and  sell  futures
contracts  (and related  options) on  securities  in which it is  authorized  to
invest.  The Fund may hedge its  portfolio  by selling or  purchasing  financial
futures  contracts as an offset against the effects of changes in interest rates
or in security or foreign  currency  values.  Although other techniques could be
used to reduce  exposure to market  fluctuations,  the Fund may be able to hedge
its exposure  more  effectively  and perhaps at a lower cost by using  financial
futures  contracts.  The Fund may enter into  financial  futures  contracts  for
hedging  and  other   non-speculative   purposes  to  the  extent  permitted  by
regulations of the Commodity Futures Trading Commission ("CFTC").

         Financial futures contracts have been designed by boards of trade which
have been  designated  "contract  markets" by the CFTC.  Futures  contracts  are
traded on these markets in a manner that is similar to the way a stock is traded
on a stock exchange.  The boards of trade, through their clearing  corporations,
guarantee that the contracts  will be performed.  Currently,  financial  futures

                                       10

<PAGE>

contracts are based on interest rate instruments such as long-term U.S. Treasury
bonds, U.S. Treasury notes,  Government National Mortgage  Association  ("GNMA")
modified  pass-through  mortgage-backed  securities,  three-month U.S.  Treasury
bills,  90-day  commercial  paper,  bank  certificates of deposit and Eurodollar
certificates  of  deposit.  It is  expected  that  if  other  financial  futures
contracts are developed and traded the Fund may engage in  transactions  in such
contracts.

         Although  some  financial  futures  contracts  by their  terms call for
actual  delivery  or  acceptance  of  financial  instruments,  in most cases the
contracts are closed out prior to delivery by  offsetting  purchases or sales of
matching  financial  futures contracts (same exchange,  underlying  security and
delivery month). Other financial futures contracts, such as futures contracts on
securities indices, by their terms call for cash settlements.  If the offsetting
purchase price is less than the Fund's original sale price,  the Fund realizes a
gain, or if it is more, the Fund realizes a loss. Conversely,  if the offsetting
sale price is more than the Fund's original  purchase price, the Fund realizes a
gain, or if it is less,  the Fund realizes a loss.  The  transaction  costs must
also be  included  in these  calculations.  The Fund  will pay a  commission  in
connection with each purchase or sale of financial futures contracts,  including
a closing transaction. For a discussion of the Federal income tax considerations
of trading in financial futures contracts, see the information under the caption
"Tax Status" below.

         At the time the Fund enters into a financial  futures  contract,  it is
required  to  deposit  with its  custodian  a  specified  amount of cash or U.S.
Government  securities,  known as "initial  margin," ranging upward from 1.1% of
the value of the financial  futures  contract being traded.  The margin required
for a  financial  futures  contract  is set by the board of trade or exchange on
which  the  contract  is  traded  and may be  modified  during  the  term of the
contract.  The  initial  margin is in the nature of a  performance  bond or good
faith deposit on the financial  futures  contract  which is returned to the Fund
upon termination of the contract, assuming all contractual obligations have been
satisfied.  The Fund  expects  to earn  interest  income on its  initial  margin
deposits.  Each day, the futures  contract is valued at the official  settlement
price  of the  board  of trade or  exchange  on which it is  traded.  Subsequent
payments,  known as  "variation  margin,"  to and from the  broker are made on a
daily basis as the market price of the financial  futures  contract  fluctuates.
This process is known as "mark to market." Variation margin does not represent a
borrowing  or lending by the Fund but is instead a  settlement  between the Fund
and the broker of the amount  one would owe the other if the  financial  futures
contract expired. In computing net asset value, the Fund will mark to market its
open financial futures positions.

         Successful hedging depends on a strong  correlation  between the market
for the  underlying  securities  and  the  futures  contract  market  for  those
securities.   There  are  several  factors  that  will  probably   prevent  this
correlation  from being a perfect  one,  and even a correct  forecast of general

                                       11

<PAGE>

interest rate trends may not result in a successful hedging  transaction.  There
are  significant  differences  between the securities and futures  markets which
could create an imperfect correlation between the markets and which could affect
the success of a given hedge. The degree of imperfection of correlation  depends
on circumstances  such as variations in speculative  market demand for financial
futures and debt securities,  including technical  influences in futures trading
and  differences  between  the  financial   instruments  being  hedged  and  the
instruments  underlying the standard  financial futures contracts  available for
trading  in  such   respects   as   interest   rate   levels,   maturities   and
creditworthiness  of issuers.  The degree of imperfection may be increased where
the underlying  debt securities are  lower-rated  and, thus,  subject to greater
fluctuation in price than higher-rated securities.

         A decision as to whether,  when and how to hedge  involves the exercise
of skill and judgment,  and even a  well-conceived  hedge may be unsuccessful to
some degree because of unexpected market or interest rate trends.  The Fund will
bear the risk that the price of the  securities  being  hedged  will not move in
complete  correlation with the price of the futures  contracts used as a hedging
instrument.  Although the Adviser  believes  that the use of  financial  futures
contracts will benefit the Fund, an incorrect market  prediction could result in
a loss on both the hedged  securities  in the Fund's  portfolio  and the hedging
vehicle so that the Fund's  return  might have been  better had hedging not been
attempted.  However,  in the absence of the ability to hedge,  the Adviser might
have taken portfolio  actions in anticipation of the same market  movements with
similar investment results but,  presumably,  at greater  transaction costs. The
low margin deposits required for futures  transactions  permit an extremely high
degree of leverage. A relatively small movement in a futures contract may result
in losses or gains in excess of the amount invested.
    
         Futures  exchanges  may limit the amount of  fluctuation  permitted  in
certain  futures  contract  prices during a single  trading day. The daily limit
establishes  the maximum amount the price of a futures  contract may vary either
up or down from the previous day's  settlement  price, at the end of the current
trading  session.  Once the daily limit has been  reached in a futures  contract
subject to the limit,  no more trades may be made on that day at a price  beyond
that limit.  The daily limit  governs only price  movements  during a particular
trading day and,  therefore,  does not limit potential  losses because the limit
may work to prevent the  liquidation  of  unfavorable  positions.  For  example,
futures  prices  have  occasionally   moved  to  the  daily  limit  for  several
consecutive  trading days with little or no trading,  thereby  preventing prompt
liquidation  of positions and  subjecting  some holders of futures  contracts to
substantial losses.
   
         Finally,  although the Fund engages in financial  futures  transactions
only on boards of trade or  exchanges  where  there  appears  to be an  adequate
secondary  market,  there is no assurance  that a liquid market will exist for a

                                       12

<PAGE>

particular  futures  contract at any given  time.  The  liquidity  of the market
depends on  participants  closing  out  contracts  rather  than making or taking
delivery.  In the event participants decide to make or take delivery,  liquidity
in the market could be reduced.  In addition,  the Fund could be prevented  from
executing a buy or sell order at a specified price or closing out a position due
to limits on open  positions or daily price  fluctuation  limits  imposed by the
exchanges or boards of trade.  If the Fund cannot close out a position,  it must
continue to meet margin requirements until the position is closed.

         Options  on  Financial  Futures  Contracts.  The  Fund may buy and sell
options on financial  futures  contracts on securities in which it is authorized
to invest.  An option on a futures  contract  gives the purchaser the right,  in
return for the premium  paid,  to assume a position  in a futures  contract at a
specified  exercise  price at any time  during  the period of the  option.  Upon
exercise,  the writer of the option delivers the futures  contract to the holder
at the exercise price.  The Fund would be required to deposit with its custodian
initial and  variation  margin with  respect to put and call  options on futures
contracts written by them. Options on futures contracts involve risks similar to
the risks of  transactions  in  financial  futures  contracts.  Also,  an option
purchased  by the Fund may expire  worthless,  in which case the Fund would lose
the premium it paid for the option.

         Other  Considerations.  The Fund will  engage in  futures  and  options
transactions  for bona fide  hedging or other  non-speculative  purposes  to the
extent  permitted by CFTC  regulations.  The Fund will  determine that the price
fluctuations  in the futures  contracts  and options on futures used for hedging
purposes are substantially  related to price  fluctuations in securities held by
the Fund or which it expects to  purchase.  Except as stated  below,  the Fund's
futures  transactions  will be entered  into for  traditional  hedging  purposes
- --i.e., futures contracts will be sold to protect against a decline in the price
of  securities  that the Fund owns,  or futures  contracts  will be purchased to
protect the Fund against an increase in the price of securities, or the currency
in which they are denominated, the Fund intends to purchase. As evidence of this
hedging  intent,  the Fund expects that on 75% or more of the occasions on which
they take a long futures or option  position  (involving the purchase of futures
contracts),  the  Fund  will  have  purchased,  or  will  be in the  process  of
purchasing equivalent amounts of related securities or assets denominated in the
related  currency in the cash  market at the time when the  futures  contract or
option  position  is  closed  out.  However,  in  particular  cases,  when it is
economically  advantageous for the Fund to do so, a long futures position may be
terminated  or an option  may  expire  without  the  corresponding  purchase  of
securities or other assets.

         As an  alternative  to literal  compliance  with the bona fide  hedging
definition,  a CFTC  regulation  permits  the  Fund to elect  to  comply  with a
different test, under which the aggregate  initial margin and premiums  required

                                       13

<PAGE>

to establish  nonhedging  positions in futures  contracts and options on futures
will not exceed 5% of the net asset value of the Fund's portfolio,  after taking
into account  unrealized  profits and losses on any such positions and excluding
the amount by which such options were in-the-money at the time of purchase.  The
Fund will engage in  transactions  in futures  contracts only to the extent such
transactions  are consistent  with the  requirements of the Code for maintaining
their  qualifications as regulated  investment  companies for Federal income tax
purposes.

         When the Fund  purchases  financial  futures  contracts,  or writes put
options or purchases call options  thereon,  cash or liquid  securities  will be
deposited in a segregated  account with the Fund's  custodian in an amount that,
together with the amount of initial and variation  margin held in the account of
the broker, equals the market value of the futures contracts.

         Options  Transactions.  The Fund may write listed and  over-the-counter
covered  call  options  and covered  put  options on  securities  in which it is
authorized  to  invest.   In  addition,   the  Fund  may  purchase   listed  and
over-the-counter  call and put options. The extent to which covered options will
be used by the Fund will depend upon market  conditions and the  availability of
alternative strategies.

         The Fund will write  listed and  over-the-counter  call options only if
they are "covered," which means that the Fund owns or has the immediate right to
acquire  the  securities   underlying  the  options   without   additional  cash
consideration  upon  conversion  or  exchange  of other  securities  held in its
portfolio.  A call option  written by the Fund may also be "covered" if the Fund
holds on a  share-for-share  basis a covering call on the same securities  where
(i) the exercise  price of the  covering  call held is equal to or less than the
exercise price of the call written or the exercise price of the covering call is
greater than the exercise price of the call written,  in the latter case only if
the  difference  is  maintained  by the Fund in cash or liquid  securities  in a
segregated account with the Fund's custodian, and (ii) the covering call expires
at the same time as the call written. If a covered call option is not exercised,
the Fund would keep both the option premium and the underlying security.  If the
covered  call option  written by the Fund is exercised  and the exercise  price,
less the transaction  costs,  exceeds the cost of the underlying  security,  the
Fund would  realize a gain in  addition  to the amount of the option  premium it
received.  If the exercise price, less transaction  costs, is less than the cost
of the  underlying  security,  the Fund's loss would be reduced by the amount of
the option premium.

         As the writer of a covered put option, the Fund will write a put option
only with respect to securities it intends to acquire for its portfolio and will
maintain  in a  segregated  account  with  its  custodian  bank  cash or  liquid
securities with a value equal to the price at which the underlying  security may
be sold to the Fund in the event the put option is exercised  by the  purchaser.

                                       14

<PAGE>

The  Fund  may  also  write  a  "covered"   put  option  by   purchasing   on  a
share-for-share  basis a put on the same security as the put written by the Fund
if the  exercise  price of the covering put held is equal to or greater than the
exercise  price of the put written and the covering put expires at the same time
as or later than the put written.

         When  writing  listed  and  over-the-counter  covered  put  options  on
securities,  the Fund would earn income from the premiums received. If a covered
put option is not  exercised,  the Fund would  keep the option  premium  and the
assets  maintained  to cover the  option.  If the  option is  exercised  and the
exercise price,  including  transaction  costs,  exceeds the market price of the
underlying  security,  the Fund would realize a loss, but the amount of the loss
would be reduced by the amount of the option premium.

         If the writer of an  exchange-traded  option  wishes to  terminate  its
obligation   prior  to  its  exercise,   it  may  effect  a  "closing   purchase
transaction." This is accomplished by buying an option of the same series as the
option  previously  written.  The  effect  of the  purchase  is that the  Fund's
position will be offset by the Options  Clearing  Corporation.  The Fund may not
effect a closing purchase transaction after it has been notified of the exercise
of an option.  There is no guarantee that a closing purchase  transaction can be
effected.  Although the Fund will  generally  write only those options for which
there appears to be an active  secondary  market,  there is no assurance  that a
liquid  secondary  market on an  exchange  or board of trade  will exist for any
particular  option or at any particular  time, and for some options no secondary
market on an exchange may exist.

         In the case of a written call option,  effecting a closing  transaction
will permit the Fund to write  another  call option on the  underlying  security
with either a different exercise price,  expiration date or both. In the case of
a written put option, it will permit the Fund to write another put option to the
extent  that  the  exercise  price  thereof  is  secured  by  deposited  cash or
short-term  securities.  Also,  effecting a closing  transaction will permit the
cash or  proceeds  from the  concurrent  sale of any  securities  subject to the
option  to be  used  for  other  investments.  If the  Fund  desires  to  sell a
particular security from its portfolio on which it has written a call option, it
will effect a closing  transaction  prior to or concurrent  with the sale of the
security.

         The Fund will realize a gain from a closing  transaction if the cost of
the closing  transaction  is less than the  premium  received  from  writing the
option.  The Fund will realize a loss from a closing  transaction if the cost of
the  closing  transaction  is more than the  premium  received  for  writing the
option.  However,  because  increases  in the market price of a call option will
generally reflect increases in the market price of the underlying security,  any
loss  resulting  from the  repurchase of a call option is likely to be offset in
whole or in part by appreciation  in the value of the underlying  security owned
by the Fund.
    
                                       15

<PAGE>

   
         Over-the-Counter  Options.  The Fund may engage in options transactions
on exchanges and in the  over-the-counter  markets. In general,  exchange-traded
options are third-party contracts (i.e., performance of the parties' obligations
is guaranteed by an exchange or clearing  corporation) with standardized  strike
prices and expiration dates. Over-the-counter ("OTC") transactions are two-party
contracts with price and terms negotiated by the buyer and seller. The Fund will
acquire  only  those OTC  options  for which  management  believes  the Fund can
receive on each  business day at least two separate bids or offers (one of which
will be from an entity  other than a party to the  option) or those OTC  options
valued by an independent  pricing service.  The Fund will write and purchase OTC
options only with member banks of the Federal Reserve System and primary dealers
in U.S. Government securities or their affiliates which have capital of at least
$50 million or whose  obligations  are guaranteed by an entity having capital of
at least $50  million.  The SEC has  taken the  position  that OTC  options  are
subject to the Fund's 15% restriction on illiquid investments. The SEC, however,
allows the Fund to exclude  from the 15%  limitation  on illiquid  securities  a
portion  of the value of the OTC  options  written  by the Fund,  provided  that
certain  conditions are met. First, the other party to the OTC options has to be
a primary U.S.  Government  securities  dealer designated as such by the Federal
Reserve  Bank.  Second,  the Fund must  have an  absolute  contractual  right to
repurchase the OTC options at a formula price. If the above  conditions are met,
the Fund may treat as illiquid only that portion of the OTC option's  value (and
the value of its underlying  securities) which is equal to the formula price for
repurchasing the OTC option, less the OTC option's intrinsic value.

         Short-Term Trading and Portfolio Turnover. Short-term trading means the
purchase  and  subsequent  sale of a  security  after  it has  been  held  for a
relatively brief period of time. As a matter of nonfundamental  policy, the Fund
may engage in short-term trading in response to stock market conditions, changes
in  interest  rates  or  other  economic  trends  and  developments,  or to take
advantage of yield disparities  between various fixed income securities in order
to realize  capital  gains or improve  income.  Short-term  trading may have the
effect  of  increasing  the  Fund's  portfolio  turnover  rate.  A high  rate of
portfolio turnover (100% or greater) involves correspondingly higher transaction
expenses and may make it more  difficult  for the Fund to qualify as a regulated
investment company for Federal income tax purposes.

         Restricted  Securities.  The Fund will not invest  more than 10% of its
total assets in securities  that are not  registered  ("restricted  securities")
under the Securities Act of 1933 (the "1933 Act"),  including securities offered
and sold to "qualified institutional buyers" under Rule 144A under the 1933 Act.
In  addition,  the Fund  will not  invest  more  than 10% of its net  assets  in
illiquid investments,  which include repurchase agreements maturing in more than
seven  days,   securities  that  are  not  readily   marketable  and  restricted
securities.  However,  if  the  Board  of  Trustees  determines,  based  upon  a
continuing review of the trading markets for specific Rule 144A securities, that

                                       16

<PAGE>

they are liquid, then such securities may be purchased without regard to the 10%
limit on illiquid investments. The Trustees may adopt guidelines and delegate to
the Adviser the daily  function of  determining  and monitoring the liquidity of
restricted securities.  The Trustees,  however, will retain sufficient oversight
and  be  ultimately  responsible  for  the  determinations.  The  Trustees  will
carefully monitor the Fund's  investments in these securities,  focusing on such
important  factors,  among others,  as valuation,  liquidity and availability of
information.  This  investment  practice could have the effect of increasing the
level of illiquidity in the Fund if qualified  institutional buyers become for a
time uninterested in purchasing these restricted securities.

         As a matter  of  nonfundamental  policy,  the Fund  may  acquire  other
restricted securities,  including securities for which market quotations are not
readily  available.  These  securities may be sold only in privately  negotiated
transactions  or in  public  offerings  with  respect  to  which a  registration
statement is in effect under the 1933 Act. Where  registration is required,  the
Fund may be  obligated  to pay all or part of the  registration  expenses  and a
considerable  period may elapse between the time of the decision to sell and the
time  the  Fund  may  be  permitted  to  sell  a  security  under  an  effective
registration statement. If, during such a period, adverse market conditions were
to develop,  the Fund might obtain a less favorable price than prevailed when it
decided to sell.  Restricted  securities  will be priced at fair market value as
determined in good faith by the Fund's Trustees.
    
INVESTMENT RESTRICTIONS
   
         The Fund has adopted certain fundamental  investment  restrictions upon
its investments as set forth below which may not be changed without the approval
of the holders of a majority of the  outstanding  shares of the Fund. A majority
for this purpose means: (a) more than 50% of the outstanding  shares of the Fund
or (b) 67% or more of the shares represented at a meeting where more than 50% of
the outstanding  shares of the Fund are  represented,  whichever is less.  Under
these restrictions, the Fund may not:
    
(1) Borrow money in an amount in excess of 33-1/3% of its total assets, and then
only as a temporary measure for extraordinary or emergency purposes (except that
it may enter into a reverse repurchase  agreement within the limits described in
the Prospectus or this SAI), or pledge, mortgage or hypothecate an amount of its
assets  (taken at market  value) in excess of 15% of its total  assets,  in each
case  taken at the  lower  of cost or  market  value.  For the  purpose  of this
restriction, collateral arrangements with respect to options, futures contracts,
options on futures contracts and collateral arrangements with respect to initial
and variation margins are not considered a pledge of assets.

                                       17

<PAGE>

   
(2) Underwrite securities issued by other persons except insofar as the Fund may
technically be deemed an underwriter under the Securities Act of 1933 in selling
a portfolio security.

(3) Purchase or retain real estate (including limited partnership  interests but
excluding securities of companies,  such as real estate investment trusts, which
deal in real estate or interests therein and securities secured by real estate),
or mineral leases,  commodities or commodity contracts,  precious metals (except
contracts for the future  delivery of fixed income  securities,  stock index and
currency  futures and options on such  futures)  in the  ordinary  course of its
business.  The Fund  reserves  the  freedom  of  action to hold and to sell real
estate or mineral  leases,  commodities  or  commodity  contracts  acquired as a
result of the ownership of securities.
    
(4)  Invest in  direct  participation  interests  in oil,  gas or other  mineral
exploration or development programs.
   
(5) Make loans to other persons  except by the purchase of  obligations in which
the Fund is  authorized to invest and by entering  into  repurchase  agreements;
provided that the Fund may lend its portfolio securities not in excess of 30% of
its total assets (taken at market value).  Not more than 10% of the Fund's total
assets (taken at market value) will be subject to repurchase agreements maturing
in more than seven days.  For these purposes the purchase of all or a portion of
an issue of debt  securities  shall not be  considered  the making of a loan. In
addition,  the Fund may  purchase  a portion of an issue of debt  securities  of
types commonly distributed privately to financial institutions.

(6) Purchase the securities of any issuer if such purchase, at the time thereof,
would  cause  more than 5% of its  total  assets  (taken at market  value) to be
invested in the  securities  of such  issuer,  other than  securities  issued or
guaranteed by the United States. In applying these limitations, a guarantee of a
security will not be considered a security of the  guarantor,  provided that the
value of all securities issued or guaranteed by that guarantor, and owned by the
Fund, does not exceed 10% of the Fund's total assets.  In determining the issuer
of  a  security,   each  state  and  each  political   subdivision  agency,  and
instrumentality of each state and each multi-state agency of which such state is
a member is a separate  issuer.  Where  securities are backed only by assets and
revenues of a particular instrumentality,  facility or subdivision,  such entity
is considered the issuer.
    
(7) Invest in companies for the purpose of exercising control or management.
   
(8) Purchase or retain in its portfolio any  securities  issued by an issuer any
of whose  officers,  directors,  trustees or  security  holders is an officer or
Director  of the Fund,  or is a member,  partner,  officer  or  Director  of the
Adviser,  if after the purchase of the securities of such issuer by the Fund one

                                       18

<PAGE>

or more of such persons owns  beneficially  more than 1/2 of 1% of the shares or
securities, or both, all taken at market value, of such issuer, and such persons
owning  more  than  1/2  of  1%  of  such  shares  or  securities  together  own
beneficially  more than 5% of such shares or  securities,  or both, all taken at
market value.

(9) Purchase any securities or evidences of interest  therein on margin,  except
that the Fund may obtain  such  short-term  credit as may be  necessary  for the
clearance of purchases and sales of securities and the Fund may make deposits on
margin in connection with futures contracts and related options.

(10)  Sell any  security  which  the Fund  does not own  unless by virtue of its
ownership  of other  securities  it has at the  time of sale a right  to  obtain
securities  without  payment of  further  consideration  equivalent  in kind and
amount to the securities sold and provided that if such right is conditional the
sale is made upon equivalent conditions.

(11)  Knowingly  invest in securities  which are subject to legal or contractual
restrictions on resale or for which there is no readily  available market (e.g.,
trading in the security is  suspended or market  makers do not exist or will not
entertain  bids or offers),  except for repurchase  agreements,  if, as a result
thereof more than 10% of the Fund's total assets  (taken at market  value) would
be so invested.

(12)  Issue any  senior  security  (as that term is  defined  in the  Investment
Company Act of 1940) if such issuance is specifically prohibited by the 1940 Act
or the rules and  regulations  promulgated  thereunder.  For the purpose of this
restriction,  collateral arrangements with respect to options, futures contracts
and options on futures  contracts and  collateral  arrangements  with respect to
initial  and  variation  margins  are not deemed to be the  issuance of a senior
security.

(13) Concentrate its investments in any particular industry, but if it is deemed
appropriate for the attainment of its investment objective,  the Fund may invest
up to 25% of its assets  (taken at market value at the time of each  investment)
in securities of issuers in any one industry.

(14)  Purchase  voting  securities of any issuer if such  purchase,  at the time
thereof,  would cause more than 10% of the outstanding voting securities of such
issuer to be held by the Fund;  or  purchase  securities  of any  issuer if such
purchase  at the  time  thereof  would  cause  more  than  10% of any  class  of
securities  of  such  issuer  to be held  by the  Fund.  For  this  purpose  all
indebtedness of an issuer shall be deemed a single class and all preferred stock
of an issuer shall be deemed a single class.  In applying these  limitations,  a
guarantee  of a security  will not be  considered  a security of the  guarantor,
provided  that  the  value  of all  securities  issued  or  guaranteed  by  that
guarantor,  and owned by the  Fund,  does not  exceed  10% of the  Fund's  total
assets.  In determining the issuer of a security,  each state and each political

                                       19

<PAGE>

subdivision  agency,  and  instrumentality  of each  state and each  multi-state
agency of which such state is a member is a separate  issuer.  Where  securities
are backed only by assets and revenues of a particular instrumentality, facility
or subdivision, such entity is considered the issuer.
    
Other Operating Policies
   
         The Fund may,  due to an  undertaking  with a state in which the Fund's
shares are currently  qualified for sale,  purchase warrants not to exceed 5% of
the Fund's net assets.  Included within that amount, but not exceeding 2% of the
Fund's net assets, may be warrants for which there is no public market. Any such
warrants  which are  attached  to  securities  at the time such  securities  are
acquired by the Fund will be deemed to be without  value for the purpose of this
restriction.

         The Fund will not invest more than 5% of its total  assets in companies
which, including their respective predecessors, have a record of less than three
years' continuous operation.

         In order to comply with certain  state  regulatory  policies,  the Fund
will not, as a matter of operating policy,  pledge,  mortgage or hypothecate its
portfolio  securities if the  percentage of securities so pledged,  mortgaged or
hypothecated would exceed 15%.

         In order to comply with certain state regulatory policies,  the cost of
investments  in options,  financial  futures,  stock index  futures and currency
futures,  other than those acquired for hedging purposes,  may not exceed 10% of
the Fund's total net assets.

         As a nonfundamental investment restriction, the Fund may not purchase a
security if, as a result,  (i) more than 10% of the Fund's total assets would be
invested in the securities of other  investment  companies,  (ii) the Fund would
hold  more  than  3% of the  total  outstanding  voting  securities  of any  one
investment  company,  or (iii) more than 5% of the Fund's  total assets would be
invested in the securities of any one investment  company.  These limitations do
not apply to (a) the  investment  of cash  collateral,  received  by the Fund in
connection with lending the Fund's  portfolio  securities,  in the securities of
open-end  investment  companies or (b) the purchase of shares of any  investment
company in connection with a merger,  consolidation,  reorganization or purchase
of substantially all of the assets of another investment company. Subject to the
above percentage limitations,  the Fund may, in connection with the John Hancock
Group of Funds Deferred  Compensation  Plan for Independent  Trustees/Directors,
purchase securities of other investment  companies within the John Hancock Group
of Funds.  The Fund may not  purchase  the shares of any  closed-end  investment

                                       20

<PAGE>

company  except in the open market where no commission or profit to a sponsor or
dealer results from the purchase, other than customary brokerage fees.
    
         These operating policies are not fundamental and may be changed without
shareholder   approval.  In  order  to  comply  with  certain  state  regulatory
practices, certain policies, if changed, would require advance written notice to
shareholders.

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

         The following  table sets forth the principal  occupation or employment
of the Trustees during the past five years:
    

















                                       21
<PAGE>

<TABLE>
<CAPTION>
   
                                   Position Held                 Principal Occupation(s)
Name and Address                   with the Trust                During Past Five Years 
- ----------------                   --------------                ---------------------- 
<S>                                <C>                           <C>
Edward J. Boudreau, Jr.*           Trustee, Chairman             Chairman and Chief Executive       
101 Huntington Avenue              and Chief Executive           Officer, the Adviser and The       
Boston, MA 02199                   Officer(3)(4)                 Berkeley Financial Group ("The     
October 1944                                                     Berkeley Group"); Chairman, NM     
                                                                 Capital Management, Inc. ("NM      
                                                                 Capital") and John Hancock Advisers
                                                                 International Limited ("Advisers   
                                                                 International"); Chairman, Chief   
                                                                 Executive Officer and President,   
                                                                 John Hancock Funds, Inc. ("John    
                                                                 Hancock Funds"); John Hancock      
                                                                 Investor Services Corporation      
                                                                 ("Investor Services"), First       
                                                                 Signature Bank and Trust Company   
                                                                 and Sovereign Asset Management     
                                                                 Corporation ("SAMCorp"); Director, 
                                                                 John Hancock Freedom Securities    
                                                                 Corporation, John Hancock Capital  
                                                                 Corporation and New England/ Canada
                                                                 Business Council; Member,          
                                                                 Investment Company Institute Board 
                                                                 of Governors; Director, Asia       
                                                                 Strategic Growth Fund, Inc.;       
                                                                 Trustee, Museum of Science; Vice   
                                                                 Chairman and President, the Adviser
                                                                 (until July 1992); Chairman, John  
                                                                 Hancock Distributors, Inc. (until  
                                                                 April, 1994).                      
                                                                     

*    An  "interested  person"  of the Fund,  as such term is defined in the 1940
     Act.
(1)  Member of the Audit Committee of the Trust.
(2)  Member of the Committee on Administration of the Trust.
(3)  Member of the Executive Committee of the Trust. The Executive Committee may
     generally exercise most powers of the Trustees between regularly  scheduled
     meetings of the Board of Trustees.
(4)  Member of the Investment Committee of the Adviser.

                                       22

<PAGE>

   
                                   Position Held                 Principal Occupation(s)
Name and Address                   with the Trust                During Past Five Years 
- ----------------                   --------------                ---------------------- 

James F. Carlin                    Trustee(1)(2)                 Chairman and CEO, Carlin           
233 West Central Street                                          Consolidated, Inc.                 
Natick, MA 01760                                                 (management/investments); Director,
April 1940                                                       Arbella Mutual Insurance Company   
                                                                 (insurance), Consolidated Group    
                                                                 Trust (insurance administration),  
                                                                 Carlin Insurance Agency, Inc., West
                                                                 Insurance Agency, Inc. (until May  
                                                                 1995) and Uno Restaurant Corp.;    
                                                                 Chairman, Massachusetts Board of   
                                                                 Higher Education (since 1995);     
                                                                 Receiver, the City of Chelsea      
                                                                 (until August 1992).               

William H. Cunningham              Trustee(1)(2)                 Chancellor, University of Texas    
601 Colorado Street                                              System and former President of the 
O'Henry Hall                                                     University of Texas, Austin, Texas;
Austin, TX 78701                                                 Lee Hage and Joseph D. Jamail      
January 1944                                                     Regents Chair for Free Enterprise; 
                                                                 Director, LaQuinta Motor Inns, Inc.
                                                                 (hotel management company);        
                                                                 Director, Jefferson-Pilot          
                                                                 Corporation (diversified life      
                                                                 insurance company) and LBJ         
                                                                 Foundation Board (education        
                                                                 foundation); Advisory Director,    
                                                                 Texas Commerce Bank - Austin.      
                                                                     
                                             
*    An  "interested  person"  of the Fund,  as such term is defined in the 1940
     Act.
(1)  Member of the Audit Committee of the Trust.
(2)  Member of the Committee on Administration of the Trust.
(3)  Member of the Executive Committee of the Trust. The Executive Committee may
     generally exercise most powers of the Trustees between regularly  scheduled
     meetings of the Board of Trustees.
(4)  Member of the Investment Committee of the Adviser.
                                             
                                       23
<PAGE>

   
                                   Position Held                 Principal Occupation(s)
Name and Address                   with the Trust                During Past Five Years 
- ----------------                   --------------                ---------------------- 

Harold R. Hiser, Jr.               Trustee(1)(2)                 Executive Vice President,        
Schering-Plough Corporation                                      Schering-Plough Corporation      
One Giralda Farms                                                (pharmaceuticals) (retired 1996);
Madison, NJ   07940-1000                                         Director, ReCapital Corporation  
October 1931                                                     (reinsurance) (until 1995).      

Charles F. Fretz                   Trustee(1)(2)                 Retired; self-employed; Former Vice
RD #5, Box 300B                                                  President and Director, Towers,    
Clothier Springs Road                                            Perrin, Forster & Crosby, Inc.     
Malvern, PA 19355                                                (international management          
June 1928                                                        consultants) (1952-1985).          

Anne C. Hodsdon*                   President and                 President and Chief Operating      
101 Huntington Avenue              Trustee(3)(4)                 Officer, the Adviser; Executive    
Boston, MA 02199                                                 Vice President, the Adviser (until 
April 1953                                                       December 1994); Senior Vice        
                                                                 President, the Adviser (until      
                                                                 December 1993); Vice President, the
                                                                 Adviser (until 1991).              

Charles L. Ladner                  Trustee(1)(2)                 Director, Energy North, Inc.       
UGI Corporation                                                  (public utility holding            
460 North Gulph Road                                             company)(until 1992); Senior Vice  
King of Prussia, PA 19406                                        President, Finance UGI Corp.       
February 1938                                                    (holding company, public utilities,
                                                                 LPGAS).                            
                                                                     

*    An  "interested  person"  of the Fund,  as such term is defined in the 1940
     Act.
(1)  Member of the Audit Committee of the Trust.
(2)  Member of the Committee on Administration of the Trust.
(3)  Member of the Executive Committee of the Trust. The Executive Committee may
     generally exercise most powers of the Trustees between regularly  scheduled
     meetings of the Board of Trustees.
(4)  Member of the Investment Committee of the Adviser.
                                             
                                       24
<PAGE>

   
                                   Position Held                 Principal Occupation(s)
Name and Address                   with the Trust                During Past Five Years 
- ----------------                   --------------                ---------------------- 

Leo E. Linbeck, Jr.                Trustee(1)(2)                 Chairman, President, Chief         
3810 W. Alabama                                                  Executive Officer and Director,    
Houston, TX 77027                                                Linbeck Corporation (a holding     
August 1934                                                      company engaged in various phases  
                                                                 of the construction industry and   
                                                                 warehousing interests); Former     
                                                                 Chairman, Federal Reserve Bank of  
                                                                 Dallas (1992, 1993); Chairman of   
                                                                 the Board and Chief Executive      
                                                                 Officer, Linbeck Construction      
                                                                 Corporation; Director, PanEnergy   
                                                                 Eastern Corporation (a diversified 
                                                                 energy company), Daniel Industries,
                                                                 Inc. (manufacturer of gas measuring
                                                                 products and energy related        
                                                                 equipment), GeoQuest International,
                                                                 Inc. (a geophysical consulting     
                                                                 firm) (1980-1993); Director,       
                                                                 Greater Houston Partnership.       

Patricia P. McCarter               Trustee(1)(2)                 Director and Secretary, The
Swedesford Road                                                  McCarter Corp. (machine    
RD #3, Box 121                                                   manufacturer).             
Malvern, PA 19355                                                
May 1928
    

*    An  "interested  person"  of the Fund,  as such term is defined in the 1940
     Act.
(1)  Member of the Audit Committee of the Trust.
(2)  Member of the Committee on Administration of the Trust.
(3)  Member of the Executive Committee of the Trust. The Executive Committee may
     generally exercise most powers of the Trustees between regularly  scheduled
     meetings of the Board of Trustees.
(4)  Member of the Investment Committee of the Adviser.

                                       25
<PAGE>

   
                                   Position Held                 Principal Occupation(s)
Name and Address                   with the Trust                During Past Five Years 
- ----------------                   --------------                ---------------------- 

Steven R. Pruchansky               Trustee(1)(2)                 Director and President, Mast      
360 Horse Creek Drive, #208                                      Holdings, Inc. (since 1991);      
Naples, FL 33942                                                 Director, First Signature Bank &  
August 1944                                                      Trust Company (until August 1991);
                                                                 Director, Mast Realty Trust       
                                                                 (1982-1994); President, Maxwell   
                                                                 Building Corp. (until 1991).      

Richard S. Scipione*               Trustee(3)                    General Counsel, John Hancock      
John Hancock Place                                               Mutual Life Insurance Company;     
P.O. Box 111                                                     Director, the Adviser, Advisers    
Boston, MA  02199                                                International, John Hancock Funds, 
August 1937                                                      Investor Services, John Hancock    
                                                                 Distributors, Inc., John Hancock   
                                                                 Subsidiaries, Inc., John Hancock   
                                                                 Property and Casualty Insurance and
                                                                 its affiliates (until November     
                                                                 1993), SAMCorp and NM Capital;     
                                                                 Trustee, The Berkeley Group;       
                                                                 Director, JH Networking Insurance  
                                                                 Agency, Inc.                       

Norman H. Smith                    Trustee(1)(2)                 Lieutenant General, USMC, Deputy  
Rt. 1, Box 249 E                                                 Chief of Staff for Manpower and   
Linden, VA 22642                                                 Reserve Affairs, Headquarters     
March 1933                                                       Marine Corps; Commanding General  
                                                                 III Marine Expeditionary Force/3rd
                                                                 Marine Division (retired 1991).   
                                                                     
                                             
*    An  "interested  person"  of the Fund,  as such term is defined in the 1940
     Act.
(1)  Member of the Audit Committee of the Trust.
(2)  Member of the Committee on Administration of the Trust.
(3)  Member of the Executive Committee of the Trust. The Executive Committee may
     generally exercise most powers of the Trustees between regularly  scheduled
     meetings of the Board of Trustees.
(4)  Member of the Investment Committee of the Adviser.
                                             
                                       26

<PAGE>

   
                                   Position Held                 Principal Occupation(s)
Name and Address                   with the Trust                During Past Five Years 
- ----------------                   --------------                ---------------------- 

John P. Toolan                     Trustee(1)(2)                 Director, The Smith Barney Muni    
13 Chadwell Place                                                Bond Funds, The Smith Barney       
Morristown, NJ 07960                                             Tax-Free Money Fund, Inc., Vantage 
September 1930                                                   Money Market Funds (mutual funds), 
                                                                 The Inefficient-Market Fund, Inc.  
                                                                 (closed-end investment company) and
                                                                 Smith Barney Trust Company of      
                                                                 Florida; Chairman, Smith Barney    
                                                                 Trust Company (retired 1991);      
                                                                 Director, Smith Barney, Inc.,      
                                                                 Mutual Management Company and      
                                                                 Smith, Barney Advisers, Inc.       
                                                                 (investment advisers) (retired     
                                                                 1991); Senior Executive Vice       
                                                                 President, Director and member of  
                                                                 the Executive Committee, Smith     
                                                                 Barney, Harris Upham & Co.,        
                                                                 Incorporated (investment bankers)  
                                                                 (until 1991).                      
</TABLE>

         The  executive  officers of the Trust and their  principal  occupations
during the past five years are set forth below. Unless otherwise indicated,  the
business address of each is 101 Huntington Avenue, Boston, Massachusetts 02199.
    






*    An  "interested  person"  of the Fund,  as such term is defined in the 1940
     Act.
(1)  Member of the Audit Committee of the Trust.
(2)  Member of the Committee on Administration of the Trust.
(3)  Member of the Executive Committee of the Trust. The Executive Committee may
     generally exercise most powers of the Trustees between regularly  scheduled
     meetings of the Board of Trustees.
(4)  Member of the Investment Committee of the Adviser.

                                       27
<PAGE>

<TABLE>
<CAPTION>
   

                                   Position(s) held              Principal Occupation(s)
Name and Date of Birth             with Trust                    During Past 5 Years    
- ----------------------             ----------                    -------------------    
<S>                                <C>                           <C>
Robert G. Freedman*                Vice Chairman and Chief       Vice Chairman and Chief Investment
July 1938                          Investment Officer(4)         Officer, the Adviser; President,  
                                                                 the Adviser (until December 1994).
                                                                 
James B. Little*                   Senior Vice President and     Senior Vice President, the Adviser.
February 1935                      Chief Financial Officer       
                                   
James J. Stokowski*                Vice President and            Vice President, the Adviser.
November 1946                      Treasurer         

Susan S. Newton*                   Vice President and            Vice President and Assistant
March 1950                         Secretary                     Secretary, the Adviser.     

John A. Morin*                     Vice President                Vice President, the Adviser.
July 1950
    
</TABLE>



*    An  "interested  person"  of the Fund,  as such term is defined in the 1940
     Act.
(1)  Member of the Audit Committee of the Trust.
(2)  Member of the Committee on Administration of the Trust.
(3)  Member of the Executive Committee of the Trust. The Executive Committee may
     generally exercise most powers of the Trustees between regularly  scheduled
     meetings of the Board of Trustees.
(4)  Member of the Investment Committee of the Adviser.

                                       28
<PAGE>

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

         As of August 30,  1996,  the  officers  and  trustees of the Trust as a
group beneficially owned less than 1% of the outstanding shares of the Trust and
the Fund. On such date, the following  shareholders were the only record holders
or  beneficial  owners of 5% or more of the shares of either class of the Fund's
shares:

                                                                   Percentage of
                                                                    Outstanding 
Name and Address                       Class        Shares           Shares of  
of Shareholder                       of Shares      Owned          Class of Fund
- --------------                       ---------      -----          -------------

National Westminster Bank PLC         Class A        75,464            14.45%
  as Trustee of American Smaller   
Companies Trust
Attn:  Joe D'Mello
Juno Court
24 Prescott Street
London  E18BB

Merrill Lynch Fenner & Smith          Class A       649,979            12.38%
Trade House Account - Book Entry      Class B     2,958,891            25.39%
Team B - 3rd Floor                                                    
4800 Deerlake Drive East
Jacksonville, FL  32246-6484
    
   
On such date,  no other  person(s)  owned of record or was known by the Trust to
beneficially  own as much as 5% of the  outstanding  shares  of the  Trust or of
either class of the Fund's shares.

         As of December 22,  1994,  the Trustees  have  established  an Advisory
Board which acts to facilitate a smooth transition of management over a two-year
period  (between  Transamerica  Fund  Management  Company  ("TFMC"),  the  prior
investment  adviser,  and the  Adviser).  The members of the Advisory  Board are

                                       29

<PAGE>

distinct from the Board of Trustees, do not serve the Fund in any other capacity
and are persons who have no power to determine what  securities are purchased or
sold on behalf of the Fund.  Each member of the Advisory  Board may be contacted
at 101 Huntington Avenue, Boston, Massachusetts 02199.
    
         Members  of  the  Advisory   Board  and  their   respective   principal
occupations during the past five years are as follows:

R. Trent Campbell,  President,  FMS, Inc.  (financial and management  services);

former Chairman of the Board, Mosher Steel Company.

Mrs. Lloyd Bentsen,  Formerly National Democratic Committeewoman from Texas; co-
     founder,  Houston Parents' League; former board member of various civic and
     cultural organizations in Houston,  including the Houston Symphony,  Museum
     of Fine Arts and YWCA.  Mrs.  Bentsen is presently  active in various civic
     and cultural activities in the Washington,  D.C. area, including membership
     on the Area Board for The March of Dimes and is a National  Trustee for the
     Botanic Gardens of Washington, D. C.

Thomas R. Powers,  Formerly Chairman of the Board, President and Chief Executive
     Officer, TFMC; Director,  West Central Advisory Board, Texas Commerce Bank;
     Trustee,  Memorial  Hospital  System;  Chairman  of the Board of Regents of
     Baylor  University;  Member,  Board of Governors,  National  Association of
     Securities Dealers, Inc.; Formerly, Chairman, Investment Company Institute;
     formerly, President, Houston Chapter of Financial Executive Institute.

Thomas B.  McDade,  Chairman and  Director,  TransTexas  Gas Company;  Director,
     Houston  Industries  and  Houston  Lighting  and Power  Company;  Director,
     TransAmerican Companies (natural gas producer and transportation);  Member,
     Board of Managers,  Harris County  Hospital  District;  Advisory  Director,
     Commercial State Bank, El Campo; Advisory Director,  First National Bank of
     Bryan;  Advisory Director,  Sterling  Bancshares;  Former Director and Vice
     Chairman,  Texas Commerce  Bancshares;  and Vice  Chairman,  Texas Commerce
     Bank.
   
         Compensation of the Board of Trustees and Advisory Board. The following
table provides  information  regarding the compensation paid by the Fund and the
other  investment  companies in the John Hancock Fund Complex to the Independent
Trustees and the Advisory  Board members for their  services for the Fund's most
recently  completed fiscal year. Ms. Hodsdon and Messrs.  Boudreau and Scipione,
each a  non-Independent  Trustee,  and each of the  officers  of the  Trust  are
interested  persons of the Adviser,  are compensated by the Adviser and received
no compensation from the Funds for their services.
    
                                       30
<PAGE>

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

James F. Carlin                           $ 3,279                $ 60,700
William H. Cunningham*                    $ 8,672                $ 69,700
Charles F. Fretz                          $   354                $ 56,200
Harold R. Hiser, Jr.*                     $   353                $ 60,200
Charles L. Ladner                         $ 4,224                $ 60,700
Leo E. Linbeck, Jr.                       $ 8,922                $ 73,200
Patricia P. McCarter                      $ 4,224                $ 60,700
Steven R. Pruchansky                      $ 4,371                $ 62,700
Norman H. Smith                           $ 4,371                $ 62,700
John P. Toolan*                           $ 3,279                $ 60,700
                                          -------                --------
Totals                                    $42,049                $627,500


*    As of  December  31,  1995 the  value  of the  aggregate  accrued  deferred
     compensation  from all  Funds  in the John  Hancock  fund  complex  for Mr.
     Cunningham was $54,413,  for Mr. Hiser was $31,324,  and for Mr. Toolan was
     $71,437 under the John Hancock Deferred  Compensation  Plan for Independent
     Trustees (the "Plan").

**   Total  compensation  from each Fund and other John  Hancock  funds is as of
     December 31, 1995. As of this date there were  sixty-one  funds in the John
     Hancock fund complex.  Messrs.  Carlin, Hiser, Ladner,  Pruchansky,  Smith,
     Fretz,  Toolan  and Ms.  McCarter  served on the boards of 33 of the funds.
     Messrs. Cunningham and Linbeck served on the boards of 31 of the funds.
     
                                                        Total Compensation
                                                        from all Funds in 
                              Aggregate                 John Hancock Fund 
                              Compensation              Complex to        
Advisory Board                from the Fund*            Advisory Board**  
- --------------                --------------            ----------------  

R. Trent Campbell                $ 8,509                    $ 54,000
Mrs. Lloyd Bentsen               $ 8,826                    $ 54,000
Thomas R. Powers                 $ 8,509                    $ 54,000
Thomas B. McDade                 $ 8,509                    $ 54,000
                                 -------                    --------
TOTALS                           $34,353                    $216,000
    
                                       31
<PAGE>

*    For the fiscal year ended October 31, 1995.
**   As of December 31, 1995.

INVESTMENT ADVISORY AND OTHER SERVICES
   
      As described in the  Prospectus,  the Fund receives its investment  advice
from the Adviser.  Investors should refer to the Prospectus for a description of
certain information  concerning the investment management contract.  Each of the
Trustees and principal officers of the Trust who is also an affiliated person of
the Adviser is named above,  together  with the capacity in which such person is
affiliated  with the Trust and the Adviser or TFMC (the Fund's prior  investment
adviser).

      The  Adviser,  located at 101  Huntington  Avenue,  Boston,  Massachusetts
02199- 7603,  was  organized in 1968 and  currently has more than $18 billion in
assets under  management in its capacity as  investment  adviser to the Fund and
the other  mutual  funds and publicly  traded  investment  companies in the John
Hancock group of funds having a combined total of over  1,080,000  shareholders.
The Adviser is a wholly- owned subsidiary of The Berkeley Financial Group, which
is in turn a wholly-owned  subsidiary of John Hancock Subsidiaries,  Inc., which
is in turn a  wholly-owned  subsidiary  of the  Life  Company,  one of the  most
recognized and respected financial institutions in the nation. With total assets
under  management  of more than $80 billion,  the Life Company is one of the ten
largest life  insurance  companies in the United States and carries high ratings
from Standard & Poor's and A.M.  Best's.  Founded in 1862,  the Life Company has
been serving clients for over 130 years.

      The Fund has  entered  into an  investment  management  contract  with the
Adviser. Under the investment management contract, the Adviser provides the Fund
with (i) a continuous  investment  program,  consistent  with the Fund's  stated
investment  objective and policies,  and (ii)  supervision of all aspects of the
Fund's operations except those that are delegated to a custodian, transfer agent
or other agent. The Adviser is responsible for the day-to-day  management of the
Fund's portfolio assets.

      No person other than the Adviser and its directors and employees regularly
furnishes  advice  to the Fund  with  respect  to the  desirability  of the Fund
investing  in,  purchasing or selling  securities.  The Adviser may from time to
time receive statistical or other similar factual  information,  and information
regarding  general  economic  factors and trends,  from the Life Company and its
affiliates.

      All expenses which are not specifically  paid by the Adviser and which are
incurred in the  operation  of the Fund  including,  but not limited to, (i) the
fees of the Trustees of the Fund who are not "interested  persons," as such term
is defined in the 1940 Act (the  "Independent  Trustees"),  (ii) the fees of the

                                       32

<PAGE>

members of the Trust's Advisory Board (described above) and (iii) the continuous
public offering of the shares of the Fund are borne by the Fund.  Subject to the
requirements  imposed  by  the  Internal  Revenue  Service  on  funds  having  a
multiple-class  structure,  class expenses properly  allocable to any Class A or
Class B shares will be borne exclusively by such class of shares.

      As  provided  by the  investment  management  contract,  the Fund pays the
Adviser an investment management fee, which is accrued daily and paid monthly in
arrears, equal on an annual basis to 0.75% of the Fund's average daily net asset
value.

      The Adviser may  voluntarily  and  temporarily  reduce its advisory fee or
make other  arrangements to limit the Fund's expenses to a specified  percentage
of average  daily net assets.  The Adviser  retains the right to  re-impose  the
advisory fee and recover any other  payments to the extent  that,  at the end of
any fiscal year, the Fund's annual expenses fall below this limit.

      In the event normal operating  expenses of the Fund,  exclusive of certain
expenses  prescribed  by state law,  are in excess of any state  limit where the
Fund is registered to sell shares of beneficial interest, the fee payable to the
Adviser  will be reduced to the extent of such excess and the Adviser  will make
any  additional   arrangements  necessary  to  eliminate  any  remaining  excess
expenses,  if required by law. Currently,  the most restrictive limit applicable
to the Fund is 2.5% of the first  $30,000,000  of the Fund's  average  daily net
asset value, 2% of the next $70,000,000 and 1.5% of the remaining  average daily
net asset value.

      Pursuant to the investment management contract,  the Adviser is not liable
to the Fund or its  shareholders  for any error of judgment or mistake of law or
for any loss  suffered by the Fund in  connection  with the matters to which its
contract relates, except a loss resulting from willful misfeasance, bad faith or
gross  negligence on the part of the Adviser in the performance of its duties or
from its reckless  disregard of the  obligations and duties under the applicable
contract.

      The initial term of the investment management contract expires on December
22, 1996, and the contract will continue in effect from year to year  thereafter
if approved annually by a vote of a majority of the Independent  Trustees of the
Fund,  cast in person  at a meeting  called  for the  purpose  of voting on such
approval,  and by either a majority of the Trustees or the holders of a majority
of the Fund's outstanding voting securities.  The management contract may, on 60
days'  written  notice,  be  terminated  at any time  without the payment of any
penalty by the Fund by vote of a majority of the outstanding  voting  securities
of the  Fund,  by  the  Trustees  or by the  Adviser.  The  management  contract
terminates automatically in the event of its assignment.
    
                                       33

<PAGE>

   
      Securities  held by the Fund may also be held by other funds or investment
advisory  clients for which the  Adviser or its  affiliates  provide  investment
advice.   Because  of  different  investment  objectives  or  other  factors,  a
particular  security  may be bought for one or more funds or clients when one or
more are selling the same  security.  If  opportunities  for purchase or sale of
securities  by the  Adviser or for other  funds or clients for which the Adviser
renders  investment  advice arise for  consideration  at or about the same time,
transactions  in such  securities  will be made,  insofar as  feasible,  for the
respective  funds or clients in a manner deemed equitable to all of them. To the
extent that transactions on behalf of more than one client of the Adviser or its
affiliates may increase the demand for securities  being purchased or the supply
of securities being sold, there may be an adverse effect on price.

      Under the investment management contract,  the Fund may use the name "John
Hancock"  or any  name  derived  from or  similar  to it only for so long as the
investment  management  contract or any extension,  renewal or amendment thereof
remains in effect. If the Fund's investment  management contract is no longer in
effect,  the Fund (to the extent  that it  lawfully  can) will cease to use such
name or any other name indicating  that it is advised by or otherwise  connected
with the  Adviser.  In  addition,  the Adviser or the Life Company may grant the
non-exclusive  right to use the name "John  Hancock" or any similar  name to any
other corporation or entity, including but not limited to any investment company
of which  the  Life  Company  or any  subsidiary  or  affiliate  thereof  or any
successor to the business of any  subsidiary  or affiliate  thereof shall be the
investment adviser.

      For the period  from  November  1, 1994 to  December  22, 1994 and for the
fiscal years ended October 31, 1994 and 1993,  advisory fees paid by the Fund to
TFMC, the Fund's former investment adviser, amounted to $496,208, $2,706,438 and
$1,668,514,  respectively.  For the period from December 22, 1994 to October 31,
1995, advisory fees paid by the Fund to the Adviser amounted to $2,978,791.

      Administrative   Services   Agreement.   The   Fund  was  a  party  to  an
administrative services agreement with TFMC (the "Services Agreement"), pursuant
to which TFMC  performed  bookkeeping  and  accounting  services and  functions,
including preparing and maintaining various accounting books,  records and other
documents  and  keeping  such  general  ledgers  and  portfolio  accounts as are
reasonably  necessary  for  the  operation  of the  Fund.  Other  administrative
services  included  communications  in response  to  shareholder  inquiries  and
certain printing expenses of various financial reports.  In addition,  staff and
office  space,  facilities  and  equipment  was provided as necessary to provide
administrative  services  to the Fund.  The  Services  Agreement  was amended in
connection  with the appointment of the Adviser as adviser to the Fund to permit
services  under the  Agreement to be provided to the Fund by the Adviser and its
affiliates. The Services Agreement was terminated during the fiscal year 1995.
    
                                       34

<PAGE>

   
      For the fiscal years ended October 31, 1995,  1994 and 1993, the Fund paid
to TFMC  (pursuant to the Services  Agreement)  $34,231,  $222,044 and $157,911,
respectively.

DISTRIBUTION CONTRACT

      Distribution Contract. The Fund's shares are sold on a continuous basis at
the public offering price. John Hancock Funds, a wholly-owned  subsidiary of the
Adviser,  has the exclusive right,  pursuant to the Distribution  Contract dated
December 22, 1994 (the  "Distribution  Contract"),  to purchase  shares from the
Fund at net asset  value for  resale to the public or to  broker-dealers  at the
public offering price.  Upon notice to all  broker-dealers  ("Selling  Brokers")
with whom it has sales  agreements,  John  Hancock  Funds may allow such Selling
Brokers up to the full applicable sales charge during periods  specified in such
notice.  During  these  periods,  such  Selling  Brokers  may  be  deemed  to be
underwriters as that term is defined in the 1933 Act.

      The Distribution Contract was initially adopted by the affirmative vote of
the Fund's Board of Trustees including the vote of a majority of the Independent
Trustees,  cast in person at a meeting called for such purpose. The Distribution
Contract  shall continue in effect until December 22, 1996 and from year to year
thereafter  if  approved  by either the vote of the Fund's  shareholders  or the
Board of Trustees, including the vote of a majority of the Independent Trustees,
cast in person at a meeting called for such purpose.  The Distribution  Contract
may be terminated at any time, without penalty,  by either party upon sixty (60)
days'  written  notice  or by a vote of a  majority  of the  outstanding  voting
securities of the Fund and terminates automatically in the case of an assignment
by John Hancock Funds.

      Total underwriting  commissions for sales of the Fund's Class A Shares for
the fiscal year ended October 31, 1995, were $604,527.  Of such amount,  $67,705
was retained by the Fund's former  distributor,  Transamerica Fund Distributors,
Inc. and the remainder was reallowed to dealers.

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

      Under the Class A Plan, the distribution or service fee will not exceed an
annual rate of 0.25% of the average  daily net asset value of the Class A Shares
of the Fund. Any expenses under the Class A Plan not reimbursed within 12 months

                                       35

<PAGE>

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

      Under the Plans,  expenditures  shall be calculated  and accrued daily and
paid monthly or at such other intervals as the Trustees shall determine. The fee
may be spent by John Hancock Funds on Distribution Expenses or Service Expenses.
"Distribution Expenses" include any activities or expenses primarily intended to
result in the sale of shares of the relevant class of the Fund,  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. "Service
Expenses"  under the Plans include  payments made to, or on account of,  account
executives  of selected  broker-dealers  (including  affiliates  of John Hancock
Funds) and others who  furnish  personal  and  shareholder  account  maintenance
services to  shareholders of the relevant class of the Fund. For the fiscal year
ended October 31, 1995, an aggregate of $9,697,401 of  distribution  expenses or
3.02% of the average net assets of the Fund's Class B shares was not  reimbursed
or recovered by John Hancock Funds through the receipt of deferred sales charges
or Rule 12b-1 fees in prior periods.

      During the fiscal year ended October 31, 1995, the Funds paid John Hancock
Funds the following  amounts of expenses with respect to the Class A and Class B
shares of the Fund:
    
<TABLE>
<CAPTION>
   
                                     Printing and 
                                     Mailing of                                         Interest,    
                                     Prospectuses      Compensation     Expenses of     Carrying or  
                                     to New            to Selling       John Hancock    Other Finance
                    Advertising      Shareholders      Brokers          Funds           Charges      
                    -----------      ------------      -------          -----           -------      
<S>                      <C>            <C>                 <C>            <C>            <C>
Class A shares       $ 60,215          $ 6,025         $   86,447       $205,221          None
Class B shares       $191,492          $22,622         $1,142,644       $690,198        $1,093,651
</TABLE>
    
                                       36
<PAGE>

   
         Each of the Plans provides that it will continue in effect only as long
as its  continuance  is  approved  at least  annually  by a majority of both the
Trustees and the Independent Trustees. Each of the Plans provides that it may be
terminated (a) at any time by vote of a majority of the Trustees,  a majority of
the Independent  Trustees,  or a majority of the respective  Class'  outstanding
voting  securities or (b) by John Hancock Funds on 60 days' notice in writing to
the Fund.  Each of the Plans  further  provides  that it may not be  amended  to
increase  the  maximum  amount of the fees for the  services  described  therein
without the approval of a majority of the outstanding shares of the class of the
Fund  which has  voting  rights  with  respect  to the  Plan.  Each of the Plans
provides that no material amendment to the Plan will, in any event, be effective
unless it is approved by a majority  vote of the  Trustees  and the  Independent
Trustees  of the Fund.  The  holders of Class A Shares  and Class B Shares  have
exclusive  voting rights with respect to the Plan applicable to their respective
class of shares.  In adopting the Plans,  the Board of Trustees  has  determined
that,  in its  judgment,  there is a reasonable  likelihood  that each Plan will
benefit the holders of the applicable class of shares of the Fund.

         Information  regarding  the services  rendered  under the Plans and the
Distribution  Contract and the amounts paid therefor by the respective  class of
the Fund is provided  to, and  reviewed by, the Board of Trustees on a quarterly
basis. In this quarterly review,  the Board of Trustees  considers the continued
appropriateness  of the Plans  and the  Distribution  Contract  and the level of
compensation provided therein.

         When the Fund  seeks an  Independent  Trustee to fill a vacancy or as a
nominee  for  election by  shareholders,  the  selection  or  nomination  of the
Independent   Trustee   is,   under   resolutions   adopted   by  the   Trustees
contemporaneously  with their adoption of the Plans, committed to the discretion
of the Committee on Administration of the Trustees. The members of the Committee
on Administration are all Independent  Trustees and identified in this Statement
of Additional Information under the heading "Those Responsible for Management."
    
NET ASSET VALUE
   
         For purposes of  calculating  the net asset value ("NAV") of the Fund's
shares, the following procedures are utilized wherever applicable.
    
         Debt  investment  securities  are  valued  on the  basis of  valuations
furnished  by a  principal  market  maker or a  pricing  service,  both of which
generally utilize electronic data processing  techniques to determine valuations
for normal institutional size trading units of debt securities without exclusive
reliance upon quoted prices.

                                       37

<PAGE>

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

         Short-term debt investments which have a remaining  maturity of 60 days
or less are generally valued at amortized cost, which approximates market value.
If market  quotations  are not  readily  available  or if in the  opinion of the
Adviser any quotation or price is not  representative  of true market value, the
fair value of the security may be determined  in good faith in  accordance  with
procedures approved by the Trustees.
    
         Any assets or liabilities  expressed in terms of foreign currencies are
translated  into U.S.  dollars by the  custodian  bank based on London  currency
exchange  quotations as of 5:00 p.m., London time (12:00 noon, New York time) on
the date of any determination of the Fund's NAV.
   
         The Fund  will not  price  its  securities  on the  following  national
holidays:   New  Year's  Day;  Presidents'  Day;  Good  Friday;   Memorial  Day;
Independence Day; Labor Day;  Thanksgiving Day; and Christmas Day. On any day an
international  market is closed and the New York  Stock  Exchange  is open,  any
foreign  securities  will be valued at the prior  day's  close with the  current
day's exchange rate.  Trading of foreign  securities may take place on Saturdays
and  U.S.  business  holidays  on  which  the  Fund's  NAV  is  not  calculated.
Consequently,  the  Fund's  portfolio  securities  may  trade and the NAV of the
Fund's  redeemable  securities  may be  significantly  affected  on days  when a
shareholder has no access to the Fund.
    
INITIAL SALES CHARGE ON CLASS A SHARES
   
         Class A shares of the Fund are  offered  at a price  equal to their net
asset value plus a sales charge which,  at the option of the  purchaser,  may be
imposed either at the time of purchase (the "initial sales charge  alternative")
or on a contingent  deferred  basis (the "deferred  sales charge  alternative").
Share  certificates  will not be issued unless  requested by the  shareholder in
writing, and then they will only be issued for full shares. The Trustees reserve
the right to change or waive a Fund's  minimum  investment  requirements  and to
reject any order to purchase shares (including purchase by exchange) when in the
judgment of the Adviser such rejection is in the Fund's best interest.

         The sales charges applicable to purchases of Class A shares of the Fund
are  described in the  Prospectus.  Methods of obtaining  reduced  sales charges

                                       38

<PAGE>

referred to generally  in the  Prospectus  are  described  in detail  below.  In
calculating the sales charge  applicable to current purchases of Class A shares,
the investor is entitled to cumulate  current  purchases with the greater of the
current  value (at  offering  price)  of the  Class A shares of the Fund,  or if
Investor  Services is notified by the  investor's  dealer or the investor at the
time of the purchase, the cost of the Class A shares owned.
    
         Combined  Purchases.  In  calculating  the sales charge  applicable  to
purchases of Class A shares made at one time,  the purchases will be combined if
made by (a) an individual, his or her spouse and their children under the age of
21  purchasing  securities  for his or her own  account,  (b) a trustee or other
fiduciary  purchasing  for a single trust,  estate or fiduciary  account and (c)
certain groups of four or more  individuals  making use of salary  deductions or
similar  group  methods of payment  whose funds are combined for the purchase of
mutual fund shares.  Further  information  about combined  purchases,  including
certain  restrictions  on combined group  purchases,  is available from Investor
Services or a Selling Broker's representative.
   
         Without Sales Charge. Class A shares may be offered without a front-end
sales charge or CDSC to various individuals and institutions as follows:

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

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

o    A Trustee or officer of the Trust; a Director or officer of the Adviser and
     its affiliates or Selling Brokers;  employees or sales  representatives  of
     any of the foregoing;  retired  officers,  employees or Directors of any of
     the foregoing; a member of the immediate family (spouse,  children, mother,
     father,  sister,  brother,  mother-in-law,  father-in-law)  of  any  of the
     foregoing;  or any fund,  pension,  profit sharing or other benefit plan of
     the individuals described above.

o    A broker,  dealer,  financial planner,  consultant or registered investment
     advisor  that  has  entered  into an  agreement  with  John  Hancock  Funds
     providing  specifically for the use of Fund shares in fee-based  investment
     products or services made available to their clients.
    
                                       39

<PAGE>

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

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

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

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

                  Amount Invested                       CDSC Rate

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

         Class A shares may also be purchased without an initial sales charge in
connection  with  certain  liquidation,   merger  or  acquisition   transactions
involving other investment companies or personal holding companies.
    
         Accumulation   Privilege.   Investors  (including  investors  combining
purchases) who are already Class A  shareholders  may also obtain the benefit of
the reduced  sales  charge by taking into account not only the amount then being
invested but also the purchase price or value of the Class A shares already held
by such person.
   
         Combination Privilege. Reduced sales charges (according to the schedule
set forth in the  Prospectus)  also are  available  to an investor  based on the
aggregate  amount of his concurrent  and prior  investments in Class A shares of
the Fund and shares of all other John Hancock funds which carry a sales charge.

         Letter of Intention.  The reduced sales charges are also  applicable to
investments  made over a  specified  period  pursuant  to a Letter of  Intention
(LOI), which should be read carefully prior to its execution by an investor. The
Fund offers two options  regarding the specified  period for making  investments
under the LOI. All investors have the option of making their  investments over a
period of thirteen  (13) months.  Investors  who are using the Fund as a funding
medium for a qualified  retirement plan, however,  may opt to make the necessary

                                       40

<PAGE>

investments  called for by the LOI over a forty-eight  (48) month period.  These
qualified retirement plans include IRA, SEP, SARSEP,  401(k),  403(b) (including
TSAs)  and  457  plans.   Such  an  investment   (including   accumulations  and
combinations)  must  aggregate  $50,000 or more  invested  during the  specified
period  from the date of the LOI or from a date  within  ninety  (90) days prior
thereto, upon written request to Investor Services.  The sales charge applicable
to all amounts  invested  under the LOI is computed as if the  aggregate  amount
intended to be invested had been invested immediately.  If such aggregate amount
is not actually  invested,  the difference in the sales charge actually paid and
the  sales  charge  payable  had the LOI not  been in  effect  is due  from  the
investor.  However,  for the purchases actually made within the specified period
(either 13 or 48 months),  the sales charge  applicable  will not be higher than
that which would have been applied  (including  accumulations  and combinations)
had the LOI been for the amount actually invested.

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

         Investments  in Class B shares  are  purchased  at net asset  value per
share without the imposition of a sales charge so that the Fund will receive the
full amount of the purchase payment.
   
         Contingent  Deferred  Sales  Charge.  Class B shares which are redeemed
within six years of  purchase  will be subject to a  contingent  deferred  sales
charge  ("CDSC") at the rates set forth in the Prospectus as a percentage of the
dollar  amount  subject to the CDSC.  The charge  will be  assessed on an amount
equal to the lesser of the current market value or the original purchase cost of
the Class B shares  being  redeemed.  Accordingly,  no CDSC will be  imposed  on
increases in account value above the initial purchase prices,  including Class B
shares derived from reinvestment of dividends or capital gains distributions.

         Class B shares are not available to full-service  defined  contribution
plans  administered by Investor  Services or the LIfe Company that had more than
100 eligible employees at the inception of the Fund account.
    
                                       41

<PAGE>

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

         In determining whether a CDSC applies to a redemption,  the calculation
will be  determined  in a manner that results in the lowest  possible rate being
charged.  It will be assumed  that your  redemption  comes first from shares you
have held  beyond the  six-year  CDSC  redemption  period or those you  acquired
through  dividend  and capital gain  reinvestment,  and next from the shares you
have held the longest during the six-year period.  For this purpose,  the amount
of any  increase  in a share's  value above its  initial  purchase  price is not
regarded as a share exempt from CDSC. Thus, when a share that has appreciated in
value is redeemed during the CDSC period, a CDSC is assessed only on its initial
purchase price.  Upon redemption,  appreciation is effective only on a per share
basis for those shares being redeemed. Appreciation of shares cannot be redeemed
CDSC free at the account level.
    
         When  requesting  a  redemption  for a specific  dollar  amount  please
indicate if you require the proceeds to equal the dollar  amount  requested.  If
not  indicated,  only the  specified  dollar  amount will be redeemed  from your
account and the proceeds will be less any applicable CDSC.

         Example:

         You have  purchased 100 shares at $10 per share.  The second year after
your purchase,  your  investment's net asset value per share has increased by $2
to $12, and you have gained 10 additional shares through dividend  reinvestment.
If you redeem 50 shares at this time your CDSC will be calculated as follows:
   
    o         Proceeds of 50 shares redeemed at $12 per share              $600
    o         Minus proceeds of 10 shares not subject to CDSC
              (dividend reinvestment)                                      -120
    o         Minus appreciation on remaining shares
              (40 shares X 2)                                               -80
                                                                          -----
    o         Amount subject to CDSC                                       $400

         Proceeds  from the CDSC are paid to John Hancock  Funds and are used in
whole or in part by John  Hancock  Funds  to  defray  its  expenses  related  to
providing  distribution-related services to the Fund in connection with the sale
of the Class B shares,  such as the payment of  compensation  to select  Selling
Brokers  for  selling  Class B  shares.  The  combination  of the  CDSC  and the

                                       42

<PAGE>

distribution  and service fees  facilitates  the ability of the Fund to sell the
Class B  shares  without  a  sales  charge  being  deducted  at the  time of the
purchase. See the Prospectus for additional information regarding the CDSC.

         Waiver of Contingent  Deferred Sales Charge. The CDSC will be waived on
redemptions  of Class B shares and of Class A shares  that are  subject to CDSC,
unless indicated otherwise, in the circumstances defined below:
    
For all account types:
   
*    Redemptions  made pursuant to the Fund's right to liquidate your account if
     you own shares worth less than $1,000.
    
*    Redemptions   made  under  certain   liquidation,   merger  or  acquisition
     transactions  involving  other  investment  companies  or personal  holding
     companies.

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

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

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

*    Redemptions made to effect mandatory or life expectancy distributions under
     the Internal Revenue Code.
    
*    Returns of excess contributions made to these plans.
   
*    Redemptions  made to effect  distributions to participants or beneficiaries
     from employer  sponsored  retirement plans under Section 401(a) of the Code
     (such as 401(k), Money Purchase Pension Plan, Profit Sharing Plan).
    
                                       43

<PAGE>

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

Please see matrix for reference.


CDSC Waiver Matrix for Class B Funds
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                  401(a) Plan                          
Type of           (401(k), MPP,                              IRA, IRA 
Distribution      PSP)             403(b)       457          Rollover       Non-retirement
- ------------------------------------------------------------------------------------------
<S>               <C>              <C>          <C>          <C>            <C>
Death or          Waived           Waived       Waived       Waived         Waived
Disability
- ------------------------------------------------------------------------------------------
Over 70 1/2       Waived           Waived       Waived       Waived for     12% of account 
                                                             mandatory      value annually 
                                                             distributions  in periodic 
                                                             or 12% of      payments
                                                             account value  
                                                             annually in    
                                                             periodic       
                                                             payments       
- ------------------------------------------------------------------------------------------
Between 59 1/2    Waived           Waived       Waived       Waived for     12% of account 
and 70 1/2                                                   Life           value annually 
                                                             Expectancy     in periodic 
                                                             or 12% of      payments
                                                             account value  
                                                             annually in    
                                                             periodic       
                                                             payments       
- ------------------------------------------------------------------------------------------
Under 59 1/2      Waived           Waived for   Waived for   Waived for     12% of account
                                   annuity      annuity      annuity        value annually
                                   payments     payments     payments       in periodic   
                                   (72+) or     (72+) or     (72+) or       payments      
                                   12% of       12% of       12% of         
                                   account      account      account    
                                   value        value        value      
                                   annually in  annually in  annually in
                                   periodic     periodic     periodic   
                                   payments     payments     payments   
- ------------------------------------------------------------------------------------------
Loans             Waived           Waived       N/A          N/A            N/A
- ------------------------------------------------------------------------------------------
Termination of    Not Waived       Not Waived   Not Waived   Not Waived     N/A
Plan              
- ------------------------------------------------------------------------------------------
Hardships         Waived           Waived       Waived       N/A            N/A
- ------------------------------------------------------------------------------------------
Return of         Waived           Waived       Waived       Waived         N/A
Excess            
- ------------------------------------------------------------------------------------------
</TABLE>
    
                                       44
<PAGE>

         If you  qualify for a CDSC waiver  under one of these  situations,  you
must notify Investor  Services at the time you make your redemption.  The waiver
will be granted once Investor  Services has  confirmed  that you are entitled to
the waiver.

SPECIAL REDEMPTIONS
   
         Although it would not normally do so, the Fund has the right to pay the
redemption  price  of  shares  of the  Fund in  whole  or in  part in  portfolio
securities as prescribed by the Trustees.  When the shareholder  sells portfolio
securities received in this fashion, he would incur a brokerage charge. Any such
securities  would be valued for the  purposes of making such payment at the same
value as used in  determining  net  asset  value.  The Fund  has  elected  to be
governed  by Rule  18f-1  under  the 1940  Act,  pursuant  to which  the Fund is
obligated to redeem  shares solely in cash up to the lesser of $250,000 or 1% of
the net asset value of the Fund during any 90 day period for any one account.
    
ADDITIONAL SERVICES AND PROGRAMS
   
         Exchange Privilege. As described more fully in the Prospectus, the Fund
permits  exchanges  of shares  of any  class of the Fund for  shares of the same
class in any other John Hancock fund offering that class.

         Systematic Withdrawal Plan. As described briefly in the Prospectus, the
Fund permits the establishment of a Systematic  Withdrawal Plan.  Payments under
this plan represent  proceeds arising from the redemption of Fund shares.  Since
the redemption  price of Fund shares may be more or less than the  shareholder's
cost, depending upon the market value of the securities owned by the Fund at the
time of redemption, the distribution of cash pursuant to this plan may result in
recognition  of gain or loss for  purposes  of Federal,  state and local  income
taxes.  The  maintenance  of a  Systematic  Withdrawal  Plan  concurrently  with
purchases  of  additional  Class A or  Class  B  shares  of the  Fund  could  be
disadvantageous to a shareholder  because of the initial sales charge payable on
such  purchases of Class A shares and the CDSC imposed on redemptions of Class B
shares and because  redemptions  are taxable  events.  Therefore,  a shareholder
should not purchase Fund shares at the same time as a Systematic Withdrawal Plan
is in  effect.  The  Fund  reserves  the  right to  modify  or  discontinue  the
Systematic  Withdrawal  Plan of any shareholder on 30 days' prior written notice
to such  shareholder,  or to discontinue  the  availability  of such plan in the
future.  The  shareholder  may  terminate  the plan at any time by giving proper
notice to Investor Services.
    
                                       45

<PAGE>

   
         Monthly  Automatic  Accumulation  Program  ("MAAP").  This  program  is
explained fully in the Prospectus and the Account  Privileges  Application.  The
program,  as it  relates  to  automatic  investment  checks,  is  subject to the
following conditions:
    
         The  investments  will  be  drawn  on or  about  the  day of the  month
indicated.
   
         The  privilege  of making  investments  through the  Monthly  Automatic
Accumulation Program may be revoked by Investor Services without prior notice if
any investment is not honored by the shareholder's bank. The bank shall be under
no obligation to notify the shareholder as to the non-payment of any check.
    
         The program may be discontinued  by the  shareholder  either by calling
Investor  Services or upon written notice to Investor Services which is received
at least five (5) business days prior to the due date of any investment.
   
         Reinvestment Privilege. A shareholder who has redeemed Fund shares may,
within  120 days after the date of  redemption,  reinvest  without  payment of a
sales charge any part of the redemption  proceeds in shares of the same class of
the Fund or another John Hancock mutual fund,  subject to the minimum investment
limit in that fund.  The proceeds  from the  redemption of Class A shares may be
reinvested at net asset value without paying a sales charge in Class A shares of
the Fund or in Class A shares of another John Hancock mutual fund. If a CDSC was
paid upon a  redemption,  a  shareholder  may reinvest  the  proceeds  from that
redemption at net asset value in  additional  shares of the class from which the
redemption was made. The shareholder's  account will be credited with the amount
of any CDSC charged upon the prior  redemption  and the new shares will continue
to be subject to the CDSC.  The holding  period of the shares  acquired  through
reinvestment  will, for purposes of computing the CDSC payable upon a subsequent
redemption,  include the holding  period of the  redeemed  shares.  The Fund may
modify or terminate the reinvestment privilege at any time.

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

DESCRIPTION OF THE FUND'S SHARES

         Ownership  of  the  Fund  is  represented  by  transferable  shares  of
beneficial interest.  The Declaration of Trust permits the Trustees to create an
unlimited  number of series and classes of shares of the Fund and,  with respect
to each series and class,  to issue an  unlimited  number of full or  fractional

                                       46

<PAGE>

shares and to divide or combine  the shares  into a greater or lesser  number of
shares without thereby changing the  proportionate  beneficial  interests of the
Fund.

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

         Pursuant to the  Declaration  of Trust,  the Trustees may authorize the
creation of additional series of shares (the proceeds of which would be invested
in separate, independently managed portfolios) and additional classes within any
series  (which  would be used to  distinguish  among  the  rights  of  different
categories of shareholders,  as might be required by future regulations or other
unforeseen  circumstances).  As of the  date of  this  Statement  of  Additional
Information,  the Trustees have authorized the issuance of two classes of shares
of the Fund,  designated  as Class A and Class B.  Class A and Class B Shares of
the Fund  represent an equal  proportionate  interest in the aggregate net asset
values  attributable  to that  class of the Fund.  Holders of Class A Shares and
Class B Shares each have certain  exclusive voting rights on matters relating to
the Class A Plan and the Class B Plan,  respectively.  The different  classes of
the Fund may bear different expenses relating to the cost of holding shareholder
meetings necessitated by the exclusive voting rights of any class of shares.

         Dividends  paid by the Fund,  if any,  with  respect  to each  class of
shares will be calculated  in the same manner,  at the same time and on the same
day and will be in the same amount,  except for  differences  resulting from the
facts that (i) the distribution and service fees relating to Class A and Class B
shares will be borne  exclusively  by that  class;  (ii) Class B shares will pay
higher  distribution  and  service  fees than Class A shares;  and (iii) each of
Class A  shares  and  Class B  shares  will  bear any  class  expenses  properly
allocable to such class of shares,  subject to the  requirements  imposed by the
Internal   Revenue  Service  on  funds  having  a  multiple-  class   structure.
Accordingly,  the net asset value per share may vary  depending  whether Class A
shares or Class B shares are purchased.
    
                                       47

<PAGE>

   
         Voting Rights.  Shareholders  are entitled to a full vote for each full
share held,  except  that for  Trust-wide  shareholder  votes the  Trustees  may
determine  that it is  appropriate  for each  dollar  of net  asset  value to be
entitled to one vote and fractional dollars to a proportional vote. The Trustees
themselves  have the  power to alter  the  number  and the  terms of  office  of
Trustees,  and they may at any time lengthen their own terms or make their terms
of unlimited duration (subject to certain removal  procedures) and appoint their
own  successors,  provided that at all times at least a majority of the Trustees
have been elected by  shareholders.  The voting rights of  shareholders  are not
cumulative, so that holders of more than 50 percent of the shares voting can, if
they  choose,  elect all  Trustees  being  selected,  while the  holders  of the
remaining  shares would be unable to elect any Trustees.  Although the Fund need
not hold annual meetings of shareholders, the Trustees may call special meetings
of  shareholders  for action by shareholder  vote as may be required by the 1940
Act or the Declaration of Trust. Also, a shareholder's meeting must be called if
so  requested  in  writing  by the  holders  of  record  of 10% or  more  of the
outstanding shares of the Trust. In addition, the Trustees may be removed by the
action of the holders of record of two-thirds or more of the outstanding shares.

         Shareholder  Liability.  The  Declaration  of  Trust  provides  that no
Trustee,  officer,  employee  or agent of the Fund is liable to the Fund or to a
shareholder,  nor is any Trustee, officer, employee or agent liable to any third
persons in connection with the affairs of the Fund, except as such liability may
arise from his or its own bad faith,  willful  misfeasance,  gross negligence or
reckless  disregard of his duties. It also provides that all third persons shall
look  solely to the  Fund's  property  for  satisfaction  of claims  arising  in
connection  with the  affairs  of the  Fund.  With the  exceptions  stated,  the
Declaration  of Trust  provides  that a Trustee,  officer,  employee or agent is
entitled to be indemnified  against all liability in connection with the affairs
of the Fund.

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

         Under Massachusetts law, shareholders of a Massachusetts business trust
could,  under  certain  circumstances,  be held  personally  liable  for acts or
obligations of the trust.  However, the Trust's Declaration of Trust contains an
express disclaimer of shareholder liability for acts, obligations and affairs of
the Fund. The Declaration of Trust also provides for  indemnification out of the
Fund's  assets for all losses and expenses of any  shareholder  held  personally
liable by reason of being or having been a shareholder. The Declaration of Trust
also provides that no series of the Trust shall be liable for the liabilities of

                                       48

<PAGE>

any other series.  Liability is therefore  limited to circumstances in which the
Fund itself would be unable to meet its obligations, and the possibility of this
occurrence is remote.

         Notwithstanding  the fact that the Prospectus is a combined  prospectus
for the Fund and other John Hancock  mutual funds,  the Fund shall not be liable
for the liabilities of any other John Hancock mutual fund.

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

TAX STATUS

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

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

         Distributions  from the Fund's  current  or  accumulated  earnings  and
profits  ("E&P") will be taxable under the Code for investors who are subject to
tax. If these distributions are paid from the Fund's "investment company taxable
income," they will be taxable as ordinary income;  and if they are paid from the
Fund's "net capital gain," they will be taxable as long-term  capital gain. (Net
capital  gain is the  excess  (if any) of net  long-term  capital  gain over net
short-term  capital loss, and investment  company  taxable income is all taxable
income and  capital  gains,  other than net capital  gain,  after  reduction  by
deductible  expenses.) Some distributions from investment company taxable income
and/or  net  capital  gain  may  be  paid  in  January  but  may be  taxable  to
shareholders  as if they had been received on December 31 of the previous  year.
The  tax  treatment  described  above  will  apply  without  regard  to  whether
distributions  are received in cash or reinvested  in  additional  shares of the
Fund.
    
                                       49

<PAGE>

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

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

         Foreign  exchange  gains and losses  realized by the Fund in connection
with  certain   transactions   involving   foreign   currency-denominated   debt
securities,   certain  foreign  currency   options,   foreign  currency  forward
contracts,  foreign  currencies,  or payables or  receivables  denominated  in a
foreign  currency are subject to Section 988 of the Code, which generally causes
such gains and losses to be treated as ordinary income and losses and may affect
the amount,  timing and character of  distributions  to  shareholders.  Any such
transactions  that are not directly related to the Fund's investment in stock or
securities,  possibly  including  speculative  currency  positions  or  currency
derivatives not used for hedging purposes, may increase the amount of gain it is
deemed to recognize from the sale of certain investments or derivatives held for
less than three months, which gain is limited under the Code to less than 30% of
its gross  income  for each  taxable  year,  and  could  under  future  Treasury
regulations produce income not among the types of "qualifying income" from which
the Fund must derive at least 90% of its gross income for each taxable  year. If
the net foreign  exchange loss for a year treated as ordinary loss under Section
988 were to exceed the Fund's investment company taxable income computed without
regard to such loss after  consideration of certain regulations on the treatment
of "post-October losses" the resulting overall ordinary loss for such year would
not be deductible by the Fund or its shareholders in future years.
    
                                       50

<PAGE>

   
         The Fund may be  subject  to  withholding  and other  taxes  imposed by
foreign  countries with respect to its  investments in foreign  securities.  Tax
conventions  between certain countries and the U.S. may reduce or eliminate such
taxes.  The Fund does not expect to  qualify  to pass such taxes  through to its
shareholders,  who  consequently  will not take such taxes into account on their
own tax returns.  However,  the Fund will deduct such taxes in  determining  the
amount it has available for distribution to shareholders.

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

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

         Although its present intention is to distribute, at least annually, all
net capital gain, if any, the Fund reserves the right to retain and reinvest all

                                       51

<PAGE>

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

         For Federal income tax purposes, the Fund is permitted to carry forward
a net capital loss in any year to offset its net capital gains,  if any,  during
the eight years  following  the year of the loss. To the extent  subsequent  net
capital gains are offset by such losses, they would not result in Federal income
tax liability to the Fund and, as noted above,  would not be distributed as such
to  shareholders.  At October 31,  1995,  the Fund has a realized  capital  loss
carryforward of $6,354,280 which will expire in 2003.

         For  purposes  of  the  dividends  received   deduction   available  to
corporations,  dividends  received  by the  Fund,  if any,  from  U.S.  domestic
corporations in respect of the stock of such  corporations held by the Fund, for
U.S.  Federal income tax purposes,  for at least 46 days (91 days in the case of
certain preferred stock) and distributed and properly designated by the Fund may
be treated as qualifying dividends. Corporate shareholders must meet the minimum
holding  period  requirement  stated above (46 or 91 days) with respect to their
shares of the Fund in order to qualify for the  deduction  and, if they have any
debt that is deemed under the Code directly  attributable to such shares, may be
denied a portion of the  dividends  received  deduction.  The entire  qualifying
dividend,  including  the  otherwise  deductible  amount,  will be  included  in
determining the excess (if any) of a corporate  shareholder's  adjusted  current
earnings over its alternative  minimum  taxable  income,  which may increase its
alternative  minimum  tax  liability,   if  any.  Additionally,   any  corporate
shareholder  should consult its tax adviser  regarding the possibility  that its
basis in its shares may be reduced,  for Federal income tax purposes,  by reason
of  "extraordinary  dividends"  received  with  respect to the  shares,  for the
purpose of computing its gain or loss on redemption or other  disposition of the
shares.
    
                                       52

<PAGE>

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

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

         The Fund will be required  to report to the  Internal  Revenue  Service
(the "IRS") all taxable distributions to shareholders, as well as gross proceeds
from the  redemption  or exchange of Fund shares,  except in the case of certain
exempt recipients,  i.e., corporations and certain other investors distributions
to which are exempt from the information reporting provisions of the Code. Under
the backup withholding  provisions of Code Section 3406 and applicable  Treasury
regulations,  all such reportable  distributions  and proceeds may be subject to
backup  withholding  of  federal  income  tax at the  rate of 31% in the case of
non-exempt  shareholders  who fail to furnish a Fund with their correct taxpayer
identification number and certain  certifications  required by the IRS or if the
IRS or a broker  notifies the Fund that the number  furnished by the shareholder
is  incorrect  or that the  shareholder  is subject to backup  withholding  as a
result of failure to report  interest or dividend  income.  A Fund may refuse to
accept an application that does not contain any required taxpayer identification
number or  certification  that the number  provided  is  correct.  If the backup
withholding  provisions are  applicable,  any such  distributions  and proceeds,
whether taken in cash or  reinvested  in shares,  will be reduced by the amounts
required  to be  withheld.  Any  amounts  withheld  may be  credited  against  a
shareholder's U.S. federal income tax liability.  Investors should consult their
tax advisers about the applicability of the backup withholding provisions.
    
                                       53

<PAGE>

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

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

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

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

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

                                       54

<PAGE>

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

         The Fund is not subject to Massachusetts  corporate excise or franchise
taxes.  Provided that the Fund qualifies as a regulated investment company under
the Code, it will also not be required to pay any Massachusetts income tax.
    
CALCULATION OF PERFORMANCE
   
         As of April 30, 1996,  the average  annual total returns of the Class B
shares of the Fund for the one and five year  periods and the  life-of-the  Fund
since   inception  on  October  26,  1987  were   39.52%,   19.38%  and  22.15%,
respectively.  As of April 30, 1996,  the average  annual returns for the Fund's
Class A shares for the one year  period and since  inception  on August 22, 1991
were 38.21% and 18.39%, respectively.

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

     n _____
T = \ /ERV/P - 1

   
Where:

P =      a hypothetical initial investment of $1,000.
T =      average annual total return.
n =      number of years.
ERV =    ending redeemable value of a hypothetical $1,000 investment made at
         the beginning of the 1 year, 5 year and life-of-fund periods.

         In the case of  Class A shares  or  Class B  shares,  this  calculation
assumes the maximum  sales charge is included in the initial  investment  or the

                                       55

<PAGE>

CDSC is applied at the end of the period. This calculation also assumes that all
dividends  and   distributions   are  reinvested  at  net  asset  value  on  the
reinvestment dates during the period.  The "distribution  rate" is determined by
annualizing the result of dividing the declared dividends of the Fund during the
period stated by the maximum offering price or net asset value at the end of the
period.

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

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

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

         The  performance  of the Fund is not fixed or  guaranteed.  Performance
quotations should not be considered to be  representations of performance of the
Fund for any period in the future.  The performance of the Fund is a function of
many factors including its earnings,  expenses and number of outstanding shares.
Fluctuating  market  conditions;  purchases,  sales and  maturities of portfolio
securities;  sales and redemptions of shares of beneficial interest; and changes
in  operating  expenses  are all examples of items that can increase or decrease
the Fund's performance.
    
                                       56

<PAGE>

BROKERAGE ALLOCATION
   
         Decisions  concerning the purchase and sale of portfolio securities and
the allocation of brokerage  commissions are made by the Adviser and officers of
the Fund pursuant to  recommendations  made by its investment  committee,  which
consists of officers and Trustees of the Adviser and affiliates and officers and
Trustees who are interested  persons of the Fund. Orders for purchases and sales
of securities are placed in a manner which, in the opinion of the Adviser,  will
offer the best  price and  market for the  execution  of each such  transaction.
Purchases from underwriters of portfolio  securities may include a commission or
commissions paid by the issuer and  transactions  with dealers serving as market
makers reflect a "spread."  Investments in debt securities are generally  traded
on a net basis through  dealers  acting for their own account as principals  and
not as brokers; no brokerage commissions are payable on such transactions.

         The Fund's  primary  policy is to execute  all  purchases  and sales of
portfolio  instruments  at  the  most  favorable  prices  consistent  with  best
execution,  considering all of the costs of the transaction  including brokerage
commissions.  This policy  governs the  selection of brokers and dealers and the
market in which a transaction is executed. Consistent with the foregoing primary
policy,  the  Rules of Fair  Practice  of the NASD and other  policies  that the
Trustees may determine,  the Adviser may consider sales of shares of the Fund as
a factor in the  selection  of  broker-dealers  to execute the Fund's  portfolio
transactions.

         To the extent consistent with the foregoing,  the Fund will be governed
in the  selection  of brokers and  dealers,  and the  negotiation  of  brokerage
commission  rates and dealer  spreads,  by the  reliability  and  quality of the
services, including primarily the availability and value of research information
and to a lesser extent  statistical  assistance  furnished to the Adviser of the
Fund, and their value and expected  contribution to the performance of the Fund.
It is not  possible to place a dollar  value on  information  and services to be
received  from  brokers  and  dealers,  since  it is only  supplementary  to the
research  efforts of the  Adviser.  The receipt of research  information  is not
expected to reduce  significantly  the  expenses of the  Adviser.  The  research
information  and  statistical  assistance  furnished  by brokers and dealers may
benefit  the  Life  Company  or  other  advisory  clients  of the  Adviser,  and
conversely,  brokerage commissions and spreads paid by other advisory clients of
the  Adviser  may result in  research  information  and  statistical  assistance
beneficial to the Fund. The Fund will make no commitments to allocate  portfolio
transactions  upon any  prescribed  basis.  While the  Fund's  officers  will be
primarily responsible for the allocation of the Fund's brokerage business, their
policies and practices in this regard must be consistent  with the foregoing and
will at all times be subject  to review by the  Trustees.  For the fiscal  years
ended October 31, 1995, 1994 and 1993, the aggregate  dollar amount of brokerage
commissions paid were $263,019, $318,023 and $330,454, respectively.
    
                                       57

<PAGE>

   
         As permitted by Section 28(e) of the  Securities  Exchange Act of 1934,
the Fund may pay to a broker which provides  brokerage and research  services to
the Fund an amount of disclosed  commission  in excess of the  commission  which
another broker would have charged for effecting that transaction.  This practice
is subject  to a good  faith  determination  by the  Trustees  that the price is
reasonable  in light of the services  provided and to policies that the Trustees
may adopt from time to time.  During the fiscal year ended August 31, 1995,  the
Fund  did not pay  commissions  as  compensation  to any  brokers  for  research
services  such as industry,  economic  and company  reviews and  evaluations  of
securities.

         The Adviser's indirect parent,  the Life Company,  is the indirect sole
shareholder   of   John   Hancock   Distributors,   Inc.   ("Distributors"),   a
broker-dealer,  and an indirect  shareholder of John Hancock Freedom  Securities
Corporation  and its two  subsidiaries,  Tucker  Anthony  Incorporated  ("Tucker
Anthony") and Sutro & Company,  Inc. ("Sutro") (each are "Affiliated  Brokers").
Pursuant to procedures  determined by the Trustees and consistent with the above
policy  of  obtaining  best  net  results,   the  Fund  may  execute   portfolio
transactions with or through Tucker Anthony, Sutro or John Hancock Distributors.
During the year ended April 30,  1995,  the Fund did not  execute any  portfolio
transactions with then affiliated brokers.

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

                                       58

<PAGE>

The Fund's portfolio  turnover rates for the fiscal years ended October 31, 1995
and 1994 were 23% and 25%,  respectively.  The Fund's  relatively high portfolio
turnover  rate was due to  changes in asset  allocation  between  U.S.  Treasury
securities cash equivalents and GNMA  certificates.  These changes reflected the
portfolio managers' changing assessment of market conditions and expectations in
interest rate movements.

         In order to avoid  conflicts  with  portfolio  trades for the Fund, the
Adviser and the Fund have adopted extensive  restrictions on personal securities
trading  by  personnel  of  the  Adviser  and  its  affiliates.  Some  of  these
restrictions  are:  pre-  clearance  for all  personal  trades  and a ban on the
purchase of initial  public  offerings,  as well as  contributions  to specified
charities  of  profits  on  securities  held  for  less  than  91  days.   These
restrictions are a continuation of the basic principle that the interests of the
Fund and its shareholders come first.
    
TRANSFER AGENT SERVICES
   
         John Hancock Investor Services  Corporation,  P.O. Box 9116, Boston, MA
02205- 9116, a wholly owned  indirect  subsidiary  of the Life  Company,  is the
transfer and dividend  paying agent for the Fund. The Fund pays an annual fee of
$19.00 for each Class A shareholder and $21.50 for each Class B shareholder plus
certain out-of-pocket expenses. These expenses are aggregated and charged to the
Fund and  allocated  to each  class on the  basis of their  relative  net  asset
values.
    
CUSTODY OF PORTFOLIO
   
         Portfolio  securities  of the  Fund are held  pursuant  to a  custodian
agreement between the Fund and Investors Bank & Trust Company ("IBT"),  89 South
Street,  Boston,  Massachusetts.  Under the  custodian  agreement,  IBT performs
custody, portfolio and fund accounting services.
    
INDEPENDENT AUDITORS
   
         Ernst & Young LLP, 200 Clarendon Street,  Boston,  Massachusetts 02116,
has been  selected  as the  independent  auditors  of the  Fund.  The  financial
statements  of the Fund for periods  prior to August 31, 1995 in the  Prospectus
and this Statement of Additional  Information have been audited by Ernst & Young
LLP for the  periods  indicated  in their  report  thereon  appearing  elsewhere
herein,  and are included in reliance  upon such report given upon the authority
of such firm as experts in accounting and auditing.
    



                                       59
<PAGE>

                                   APPENDIX A
   
                           Description of Bond Ratings

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

                         MOODY'S INVESTORS SERVICE, INC.

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

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

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

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

Ba:  Bonds  which are rated Ba are judged to have  speculative  elements;  their
future cannot be considered  as well assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded

                                       60

<PAGE>

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

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

                         STANDARD & POOR'S RATINGS GROUP

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

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

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

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

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











                                       61
<PAGE>

                                  JOHN HANCOCK
                             GLOBAL TECHNOLOGY FUND
   
                           Class A and Class B Shares
                      Statement of Additional Information
                                December 2, 1996

     This Statement of Additional Information provides information about John
Hancock Global Technology Fund (the "Fund") in addition to the information that
is contained in the Fund's Class A and Class B Prospectus (the "Prospectus")
dated December 2, 1996.
    
     This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Prospectus, a copy of which can be obtained free of
charge by writing or telephoning:

                   John Hancock Investor Services Corporation
                                 P.O. Box 9116
                        Boston, Massachusetts 02205-9116
                                1-(800)-225-5291

                               TABLE OF CONTENTS

                                                                    Statement of
                                                                     Additional
                                                                    Information
                                                                       Page
   
ORGANIZATION OF THE FUND .........................................       2

INVESTMENT OBJECTIVES AND POLICIES ...............................       3

INVESTMENT RESTRICTIONS ..........................................      12

THOSE RESPONSIBLE FOR MANAGEMENT .................................      15

INVESTMENT ADVISORY AND OTHER SERVICES ...........................      24

DISTRIBUTION CONTRACT ............................................      28

NET ASSET VALUE ..................................................      30

INITIAL SALES CHARGE ON CLASS A SHARES ...........................      31

DEFERRED SALES CHARGE ON CLASS B SHARES ..........................      34
                                                                  
                                                                  
<PAGE>                                                            
                                                                  
SPECIAL REDEMPTIONS ..............................................      37

ADDITIONAL SERVICES AND PROGRAMS .................................      38

TAX STATUS .......................................................      39

DESCRIPTION OF THE FUND'S SHARES .................................      46

CALCULATION OF PERFORMANCE .......................................      48

BROKERAGE ALLOCATION .............................................      50

TRANSFER AGENT SERVICES ..........................................      51

CUSTODY OF PORTFOLIO .............................................      52

INDEPENDENT AUDITORS .............................................      52

APPENDIX .........................................................      A-1

FINANCIAL STATEMENTS .............................................      F-1
                                                                      
ORGANIZATION OF THE FUND                                       
   
         The Fund is a  diversified  series of John  Hancock  Series  Trust (the
"Trust"), an open-end management investment company organized as a Massachusetts
business  trust on December 2, 1996. On December 2, 1996,  the Trust assumed the
registration  statement of John Hancock Technology Series, Inc. (the "Company").
As of  January  1,  1995,  the  Fund  changed  its name to John  Hancock  Global
Technology  Fund.  Effective  October 1, 1992, the Fund ceased doing business as
Global  Technology Fund and commenced doing business under the name John Hancock
Freedom Global  Technology  Fund. On December 6, 1991,  the Company  changed its
name  from  AFA  Funds,  Inc.  and the  Fund  changed  its  name  from  National
Telecommunications & Technology Fund.

         The Fund is managed by John Hancock  Advisers,  Inc. (the "Adviser") an
indirect  wholly-owned  subsidiary of John Hancock Mutual Life Insurance Company
(the "Life Company"),  a Massachusetts life insurance company chartered in 1862,
with national  headquarters at John Hancock Place,  Boston,  Massachusetts,  and
American Fund Advisors, Inc. ("AFA" or the "Sub-Adviser").
    

                                      -2-
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

     The Fund's investment objectives and policies are set forth in the Fund's
Prospectus dated August 30, 1996 which is incorporated herein by reference. The
following information augments the Prospectus.

     The Fund's primary investment objective is long-term growth of capital
through investments principally in equity securities of companies that rely
extensively on technology in their product development or operations. Income is
a secondary objective. There is no assurance that the Fund will achieve its
investment objectives. See "Goal and Strategy" in the Fund's Prospectus.

     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.

     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 significant 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 continues 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.

     Foreign Currencies and Foreign Currency Transactions. Due to its
investments in foreign securities, the Fund may hold a portion of its assets in
foreign currencies. The foreign currency transactions of the Fund may be
conducted on a spot (i.e., cash) basis at the spot rate for purchasing or
selling currency prevailing in the foreign exchange market. The Fund may enter
into forward foreign currency contracts involving currencies of the different
countries in which it will invest as a hedge against possible variations in the
foreign exchange rate between these currencies. The Fund may also engage in
speculative forward currency transactions, and may use forward currency
contracts as a substitute for investing in securities denominated in that
currency or in order to create a synthetic position consisting of a security
issued in one country and denominated in the currency of another country.
Forward 


                                      -3-
<PAGE>

currency transactions are accomplished through contractual agreements to
purchase or sell a specified currency at a specified future date and price set
at the time of the contract. Transaction hedging is the purchase or sale of
forward foreign currency contracts with respect to specific receivables or
payables of the Fund accruing in connection with the purchase or sale of its
portfolio securities denominated in foreign currencies. Portfolio hedging is the
use of forward foreign currency contracts to offset portfolio security positions
denominated or quoted in such foreign currencies. The Fund will not attempt to
hedge all of its foreign portfolio positions and will enter into such
transactions only to the extent, if any, deemed appropriate by the Adviser.

     If the Fund enters into a forward contract requiring it to purchase foreign
currency, its custodian bank will segregate cash or liquid securities in a
separate account of the Fund in an amount equal to the value of the Fund's total
assets committed to the consummation of such forward contract. Those assets will
be valued at market daily and if the value of the assets in the separate account
declines, additional cash or liquid assets will be placed in the account so that
the value of the account will equal the amount of the Fund's commitment with
respect to such contracts.

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

     The cost to the Fund of engaging in foreign currency transactions varies
with such factors as the currency involved, the length of the contract period
and the market conditions then prevailing. Since transactions in foreign
currency are usually conducted on a principal basis, no fees or commissions are
involved.

     Characteristics and Risks of Foreign Securities Markets. 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. The securities markets of many countries have
in the past moved relatively independently of one another, due to differing
economic, financial, political and social factors. When markets in fact move in
different directions and offset each other, there may be a corresponding
reduction in risk for the Fund's portfolio as a whole. This lack of correlation
among the movements of the world's securities markets may also affect unrealized
gains the Fund has derived from movements in any one market.


                                      -4-
<PAGE>

     If the securities of markets moving in different directions are combined
into a single portfolio, such as that of the Fund, total portfolio volatility is
reduced. Since the Fund will invest in securities denominated in currencies
other than U.S. dollars, changes in foreign currency exchange rates will affect
the value of its portfolio securities. Currency exchange rates may not move in
the same direction as the securities markets in a particular country. As a
result, market gains may be offset by unfavorable exchange rate fluctuations.

     Investments in foreign securities may involve risks and considerations not
present in domestic investments. Since foreign securities generally may be
denominated and pay interest or dividends in foreign currencies, the value of
the assets of the Fund attributable to such investment as measured in U.S.
dollars may be affected favorably or unfavorably by changes in the relationship
of the U.S. dollar to other currency rates. The Fund may incur costs in
connection with the conversion of foreign currencies into U.S. dollars and may
be adversely affected by restrictions on the conversion or transfer of foreign
currencies. In addition, there may be less publicly available information about
foreign companies than U.S. companies. Foreign companies may not be subject to
accounting, auditing, and financial reporting standards, practices and
requirements comparable to those applicable to U.S. companies.

     Foreign securities markets, while growing in volume, have for the most part
substantially less volume than U.S. securities markets and securities of foreign
companies are generally less liquid and at times their prices may be more
volatile than securities of comparable U.S. companies. Foreign stock exchanges,
brokers and listed companies are generally subject to less government
supervision and regulation than those in the U.S. The customary settlement time
for non-U.S. securities is less frequent than in the U.S., which could affect
the liquidity of the Fund's investments. The Adviser and the Sub-Adviser will
monitor the settlement time for foreign securities and take undue settlement
delays into account in considering the desirability of allocating investments
among specific countries.

     In some countries, there is the possibility of expropriation or
confiscatory taxation, seizure or nationalization of foreign bank deposits or
other assets, establishment of exchange controls, the adoption of foreign
government restrictions or other adverse political, social or diplomatic
developments that could affect investments in these countries.

     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 


                                      -5-
<PAGE>

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 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.

     High Yield "High Risk" Fixed Income Securities. The Fund may invest up to
10% of its net assets 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 the Adviser. These securities include convertible and
nonconvertible 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.

     Ratings are based largely on the historical financial condition of the
issuer. Consequently, the rating assigned to any particular security is not
necessarily a reflection of the issuer's current financial condition, which may
be better or worse than the rating would indicate. The values of lower-rated
securities and unrated securities of comparable quality generally fluctuate more
than those of high-rated securities. There is a greater possibility that an
adverse change in the financial condition of an issuer of lower-rated securities
or unrated securities of comparable quality will affect the issuer's ability to
make payments of interest and principal. 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. In addition, the market for such bonds may be less liquid than the
market for higher quality securities. To the extent the Fund invests in


                                      -6-
<PAGE>

lower-rated securities and unrated securities of comparable quality, the
achievement of the Fund's investment objectives is more dependent on the
Sub-Adviser's ability than it would be if the Fund were investing in higher
quality securities.

     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.

     Pay-In-Kind, Delayed and Zero Coupon Bonds. The Fund may invest in pay-
in-kind, delayed and zero coupon bonds. These are securities issued at a
discount from their face value because interest payments are typically postponed
until maturity. The amount of the discount rate varies depending on factors
including the time remaining until maturity, prevailing interest rates, the
security's liquidity and the issuer's credit quality. These securities may also
take the form of debt securities that have been stripped of their interest
payments. A portion of the discount with respect to stripped tax-exempt
securities or their coupons may be taxable. The market prices of pay-in-kind,
delayed and zero coupon bonds generally are more volatile than the market prices
of interest-bearing securities having similar maturities and credit quality. The
Fund's investments in pay-in-kind, delayed and zero coupon securities may
require the Fund to sell certain of its portfolio securities to generate
sufficient cash to satisfy certain income distribution requirements. See "Tax
Status."

     Preferred Stock. The Fund may purchase preferred stock. Preferred stocks
are equity securities, but possess certain attributes of fixed income
securities. Holders of preferred stocks normally have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors, but do not participate in other amounts available for distribution by
the issuing corporation. Dividends on preferred stock may be cumulative, and all
cumulative dividends usually must be paid prior to dividend payments to common
stockholders. Because of this preference, preferred stocks generally entail less
risk than common stocks. Upon liquidation, preferred stocks are entitled to a
specified liquidation preference, which is generally the same as the par or
stated value, and are senior in right of payment to common stocks. Preferred
stocks are equity securities in that they do not represent a liability of the
issuer and therefore do not offer a great a degree of protection of capital or
assurance of continued income as investments in corporate debt securities. In
addition, preferred stocks are subordinated in right of payment to all debt
obligations and creditors of the issuer, and convertible preferred stocks may be
subordinated to other preferred stock of the same issuer. See "Convertible
Securities" below for a description of certain characteristics of convertible
preferred stock.

     Convertible Securities. The Fund may purchase convertible fixed income
securities and preferred stock. Convertible securities are securities that may
be converted at either a stated price or stated rate into underlying shares of
common stock of the same issuer. Convertible securities have general
characteristics similar to 


                                      -7-
<PAGE>

both fixed income and equity securities. Although to a lesser extent than with
straight debt securities, the market value of convertible securities tends to
decline as interest rates increase and, conversely, tends to increase as
interest rates decline. In addition, because of the conversion feature, the
market value of convertible securities tends to vary with fluctuations in the
market value of the underlying common stocks and therefore will also react to
variations in the general market for equity securities. A unique feature of
convertible securities is that as the market price of the underlying common
stock declines, convertible securities tend to trade increasingly on a yield
basis, and consequently may not experience market value declines to the same
extent as the underlying common stock. When the market price of the underlying
common stock increases, the prices of the convertible securities tend to rise as
a reflection of the value of the underlying common stock. While no securities
investments are without risk, investments in convertible securities generally
entail less risk than investments in common stock of the same issuer. However,
the issuers of convertible securities may default on their obligations.
   
     Restricted Securities. The Fund may purchase securities that are not
registered ("restricted securities") under the Securities Act of 1933 ("1933
Act"), including securities offered and sold to "qualified institutional buyers"
under Rule 144A under the 1933 Act. The Fund may not invest more than 5% of its
net assets in restricted securities. Moreover, the Fund will not invest more
than 15% of its net assets in illiquid investments, which include repurchase
agreements maturing in more than seven days, securities that are not readily
marketable and restricted securities. However, if the Board of Trustees
determines, based upon a continuing review of the trading markets for specific
Rule 144A securities, that they are liquid, then such securities may be
purchased without regard to the 15% limit. The Trustees may adopt guidelines
and delegate to the Adviser the daily function of determining and monitoring the
liquidity of restricted securities. The Trustees, however, will retain
sufficient oversight and be ultimately responsible for the determinations. The
Trustees will carefully monitor the Fund's investments in these securities,
focusing on such important factors, among others, as valuation, liquidity and
availability of information. This investment practice could have the effect of
increasing the level of illiquidity in the Fund if qualified institutional
buyers become for a time uninterested in purchasing these restricted securities.
    
     The Fund may acquire other restricted securities including securities for
which market quotations are not readily available. These securities may be sold
only in privately negotiated transactions or in public offerings with respect to
which a registration statement is in effect under the Securities Act of 1933.
Where registration is required, the Fund may be obligated to pay all or part of
the registration expenses and a considerable period may elapse between the time
of the decision to sell and the time the Fund may be permitted to sell a
security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to sell. 


                                      -8-
<PAGE>

   
Restricted securities will be priced at fair market value as determined in good
faith by the Fund's Trustees.
    
     Repurchase Agreements. The Fund may invest in repurchase agreements. A
repurchase agreement is a contract under which the Fund acquires a security for
a relatively short period (usually not more than 7 days) subject to the
obligation of the seller to repurchase and the Fund to resell such security at a
fixed time and price (representing the Fund's cost plus interest). The Fund will
enter into repurchase agreements only with member banks of the Federal Reserve
System and with "primary dealers" in U.S. Government securities. The Advisers
will continuously monitor the creditworthiness of the parties with whom the Fund
enters into repurchase agreements.

     The Fund has established a procedure providing that the securities serving
as collateral for each repurchase agreement must be delivered to the Fund's
custodian either physically or in book-entry form and that the collateral must
be marked to market daily to ensure that each repurchase agreement is fully
collateralized at all times. In the event of bankruptcy or other default by a
seller of a repurchase agreement, the Fund could experience delays in
liquidating the underlying securities during the period in which the Fund seeks
to enforce its rights thereto, possible subnormal levels of income and lack of
access to income during this period and the expense of enforcing its rights.

     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 securities involved in the transaction. As a result, the Fund may incur a
loss or, in the event of the borrower's bankruptcy, the Fund may be delayed in
or prevented from liquidating the collateral. It is a fundamental policy of the
Fund not to lend portfolio securities having a total value exceeding 33 1/3% of
its total assets.

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


                                      -9-
<PAGE>

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

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

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

     Participation Interests. Participation interests, which may take the form
of interests in, or assignments of certain loans, are acquired from banks who
have made these loans or are members of a lending syndicate. The Fund's
investments in participation interests are subject to its limitation on
investments in illiquid securities. The Fund may purchase only those
participation interests that mature in 60 days or less, or, if maturing in more
than 60 days, that have a floating rate that is automatically adjusted at least
once every 60 days.

     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 (if the option is exercised), the underlying security at the
exercise price at any time during the 


                                      -10-
<PAGE>

option period, 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.

     The Fund will write listed call options only if they are "covered," which
means that the Fund owns or has the immediate right to acquire the securities
underlying the options without additional cash consideration upon conversion or
exchange of other securities held in its portfolio. A call option written by the
Fund may also be "covered" if the Fund holds on a share-for-share basis a
covering call on the same securities where (i) the exercise price of the
covering call held is equal to or less than the exercise price of the call
written or the exercise price of the covering call is greater than the exercise
price of the call written, in the latter case only if the difference is
maintained by the Fund in cash or liquid securities in a segregated account with
the Fund's custodian, and (ii) the covering call expires at the same time as or
later than the call written. If a covered call option is not exercised, the Fund
would keep both the option premium and the underlying security. If the covered
call option written by the Fund is exercised and the exercise price, less the
transaction costs, exceeds the cost of the underlying security, the Fund would
realize a gain in addition to the amount of the option premium it received. If
the exercise price, less transaction costs, is less than the cost of the
underlying security, the Fund's loss would be reduced by the amount of the
option premium.

     If the writer of an exchange-traded option wishes to terminate its
obligation prior to its exercise, it may effect a "closing purchase
transaction." This is accomplished by buying an option of the same series as the
option previously written. The effect of the purchase is that the Fund's
position will be offset by the Options Clearing Corporation. The Fund may not
effect a closing purchase transaction after it has been notified of the exercise
of an option. There is no guarantee that a closing purchase transaction can be
effected. Although the Fund will generally write only those options for which
there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an exchange or board of trade will exist for any
particular option or at any particular time, and for some options no secondary
market on an exchange may exist.

     In the case of a written call option, effecting a closing transaction will
permit the Fund to write another call option on the underlying security with
either a different exercise price, expiration date or both. In the case of a
written put option, it will permit the Fund to write another put option to the
extent that the exercise price thereof is secured by deposited cash or
short-term securities. Also, effecting a closing transaction will permit the
cash or proceeds from the concurrent sale of any securities subject to the
option to be used for other investments. If the Fund desires to sell a
particular security from its portfolio on which it has written a call option, it
will effect a closing transaction prior to or concurrent with the sale of the
security.


                                      -11-
<PAGE>

     The Fund will realize a gain from a closing transaction if the cost of the
closing transaction is less than the premium received from writing the option.
The Fund will realize a loss from a closing transaction if the cost of the
closing transaction is more than the premium received for writing the option.
However, because increases in the market price of a call option will generally
reflect increases in the market price of the underlying security, any loss
resulting from the repurchase of a call option is likely to be offset in whole
or in part by appreciation in the value of the underlying security owned by the
Fund.

INVESTMENT RESTRICTIONS

     Fundamental Investment Restrictions

     The following investment restrictions (as well as the fund's investment
objective) will not be changed without approval of the Fund's outstanding voting
securities which, as used in the Prospectus and this Statement of Additional
Information, means approval by the lesser of (1) 67% or more of the Fund's
shares represented at a meeting if at least 50% of the Fund's outstanding shares
are present in person or by proxy at the meeting or (2) 50% of the Fund's
outstanding shares. The Fund observes the following fundamental restrictions.
The Fund may not:

     (1) Invest less than 65% of the value of its total assets (exclusive of
cash, U.S. Government securities and short-term commercial paper) in securities
of companies which rely extensively on technology in product development or
operation, except temporarily during periods when economic conditions with
respect to such companies in that industry are unfavorable.

     (2) With respect to 75% of its total assets, purchase any security (other
than securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities and repurchase agreements collateralized by such securities)
if, as a result: (a) more than 5% of its total assets would be invested in the
securities of any one issuer, or (b) the Fund would own more than 10% of the
voting securities of any one issuer.

     (3) Issue senior securities, except as permitted by paragraphs (4) and (8)
below. For purposes of this restriction, the issuance of shares of common stock
in multiple classes, the purchase or sale of options, futures contracts and
options on futures contracts, forward commitments, and repurchase agreements
entered into in accordance with the Fund's investment policies, and the pledge,
mortgage or hypothecation of the Fund's assets are not deemed to be senior
securities

     (4) Borrow money, except from banks as a temporary measure for
extraordinary or emergency purposes (including meeting redemptions without


                                      -12-
<PAGE>

immediately selling securities), but not for leveraging or investment, in an
amount not to exceed 10% of the value of net assets at the time the borrowing is
made, provided, however, that as long as such borrowings exceed 5% of the value
of net assets, the Fund will not make any investments. Under the Investment
Company Act of 1940, as amended (the "1940 Act"), asset coverage of 300% of any
borrowing must be maintained.

     (5) Act as an underwriter of securities of other issuers except to the
extent that in selling portfolio securities it may be deemed to be an
underwriter for purposes of the 1933 Act.

     (6) Purchase real estate or any interest therein (except real estate used
exclusively in the current operation of the Fund's affairs), but this
restriction does not prevent the Fund from investing in debt securities secured
by real estate or interests therein.

     (7) Purchase or sell commodities or commodity contracts, except that the
Fund may purchase and sell options on securities, securities indices, currency
and other financial instruments, futures contracts on securities, securities
indices, currency and other financial instruments and options on such futures
contracts, forward commitments, interest rate swaps, caps and floors, securities
index put or call warrants and repurchase agreements entered into in accordance
with the Fund's investment policies.

     (8) Make loans, except that the Fund may (1) lend portfolio securities in
accordance with the Fund's investment policies up to 33_% of the Fund's total
assets taken at market value, (2) enter into repurchase agreements, and (3)
purchase all or a portion of an issue of debt securities, bank loan
participation interests, bank certificates of deposit, bankers' acceptances,
debentures or other securities, whether or nor the purchase is made upon the
original issuance of the securities.

     Non-Fundamental Investment Restrictions
   
     The following restrictions are designated as non-fundamental and may be
changed by the Board of Trustees without shareholder approval. The Fund may
not:

     (1) Purchase a security if, as a result, (i) more than 10% of the Fund's
total assets would be invested in the securities of other investment companies,
(ii) the Fund would hold more than 3% of the total outstanding voting securities
of any one investment company, or (iii) more than 5% of the Fund's total assets
would be invested in the securities of any one investment company. These
limitations do not apply to (a) the investment of cash collateral, received by
the Fund in connection with lending the Fund's portfolio securities, in the

                                       13

<PAGE>

securities of open-end investment companies or (b) the purchase of shares of any
investment company in connection with a merger, consolidation, reorganization or
purchase of substantially all of the assets of another investment company.
Subject to the above percentage limitations, the Fund may, in connection with
the John Hancock Group of Funds Deferred Compensation Plan for Independent
Trustees/Trustees, purchase securities of other investment companies within the
John Hancock Group of Funds. In addition, as a nonfundamental restriction, the
Fund may not purchase the shares of any closed-end investment company except in
the open market where no commission or profit to a sponsor or dealer results
from the purchase, other than customary brokerage fees.
    
     (2) Purchase securities on margin, although it may obtain such short-term
credits as may be necessary for the clearance of securities purchased.

     (3) Make short sales of securities or maintain a short position.

     (4) Purchase or sell puts, calls, straddles, spreads or any combination
thereof, except that (i) it may sell call options listed on a national
securities exchange against its portfolio securities if such call options remain
fully covered throughout the exercise period and where such underlying
securities have an aggregate value (determined as of the date the calls are
sold) not exceeding 5% of the total assets of the Fund, and (ii) the Fund may
purchase call options in related "closing purchase transactions," where not more
than 5% of its total assets are invested in such options.

     (5) Purchase securities of an issuer which, together with any predecessor,
has been in operation for less than three years (except investments in
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities), if, as a result, more than 5% of the Fund's total assets
would be invested in such securities.

     (6) Purchase or sell interests in real estate limited partnerships or in
oil, gas or other mineral leases or exploration or development programs
(although it may invest in companies which own or invest in such interests).
   
     (7) Purchase or retain the securities of an issuer any of the officers,
directors, trustees or security holders of which (a) is an officer or Trustee
of the Trust or a member, officer, director or trustee of its investment
adviser and (b) owns beneficially more than 1/2 of 1% of the shares or
securities of both (taken at market value) of such issuer, unless all such
individuals owning more than 1/2 of 1% of such shares or securities together own
beneficially less than 5% of such shares or securities or both.
    
     (8) Invest more than 5% of the value of its total assets in warrants (other
than those that have been acquired in units or attached to other securities). No
more than 2% of the Fund's total assets may be invested in warrants which are
not listed on the New York Stock Exchange or the American Stock Exchange. In

                                       14

<PAGE>

applying this limitation, warrants will be valued at the lesser of cost or
market value unless acquired by the Fund in units with, or attached to, debt
securities, in which case no value will be assigned.

     (9) Invest in companies for the purpose of exercising control.

     (10) Purchase any security, including any repurchase agreement maturing in
more than seven days, which is not readily marketable, if more than 15% of the
net assets of the Fund, taken at market value, would be invested in such
securities. (The staff of the Securities and Exchange Commission considers
over-the-counter options to be illiquid securities subject to the 15% limit.)

     The Fund agrees that, in accordance with the Ohio Securities Division and
until such regulations are no longer required, it will comply with Rule
1301:6-3-09(E)(12) by not investing more than 15% of its total assets in the
aggregate in securities of issuers which, together with any predecessors, have a
record of less than three years continuous operation, and in securities of
issuers which are restricted as to disposition, including securities eligible
for resale pursuant to Rule 144A under the Securities Act of 1933.

THOSE RESPONSIBLE FOR MANAGEMENT
   
     The business of the Fund is managed by the Board of Directors who elects
officers who are responsible for the day-to-day operations of the Fund and who
execute policies formulated by the Board of Directors. Several of the officers
and Directors of the Company are also officers or directors of the Adviser or
Sub-Adviser, or officers or directors of the Fund's principal distributor, John
Hancock Funds, Inc. ("John Hancock Funds").

     The following table sets forth the principal occupation or employment of
the Trustees and principal officers of the Trust during the past five years:
    

                                      -15-
<PAGE>

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

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


                                      -16-
<PAGE>

   
                            Positions Held                  Principal Occupation(s)
Name and Address            with the Registrant             During Past Five Years
- ----------------            ----------------                ----------------------

Thomas W.L. Cameron*        Trustee                         Chairman and Director, Sovereign
101 Huntington Avenue                                       Advisers, Inc.; Senior Vice     
Boston, MA  02199                                           President, Interstate/Johnson   
February 1927                                               Lane Corp. (securities dealer); 
                                                            and Trustee or Director of 21   
                                                            funds managed by the Adviser.   
                                                                                            
James F. Carlin             Trustee(3)                      Chairman and CEO, Carlin        
233 West Central Street                                     Consolidated, Inc.              
Natick, MA 01760                                            (management/investments);       
April 1940                                                  Director, Arbella Mutual        
                                                            Insurance Company (insurance),  
                                                            Consolidated Group Trust        
                                                            (insurance administration),     
                                                            Carlin Insurance Agency, Inc.,  
                                                            West Insurance Agency, Inc.     
                                                            (until May 1995) and Uno        
                                                            Restaurant Corp.; Chairman,     
                                                            Massachusetts Board of Higher   
                                                            Education (since 1995);         
                                                            Receiver, the City of Chelsea   
                                                            (until August 1992).            
                                                            
*    An "interested person" of the Company, as such term is defined in the 1940
     Act.
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.
(2)  A Member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee. 


                                      -17-
<PAGE>

   
                            Positions Held                  Principal Occupation(s)
Name and Address            with the Registrant             During Past Five Years
- ----------------            ----------------                ----------------------

William H. Cunningham       Trustee(3)                      Chancellor, University of Texas 
601 Colorado Street                                         System and former President of  
O'Henry Hall                                                the University of Texas, Austin,
Austin, TX 78701                                            Texas; Lee Hage and Joseph D.   
January 1944                                                Jamail Regents Chair for Free   
                                                            Enterprise; Director, LaQuinta  
                                                            Motor Inns, Inc. (hotel         
                                                            management company); Director,  
                                                            Jefferson-Pilot Corporation     
                                                            (diversified life insurance     
                                                            company) and LBJ Foundation     
                                                            Board (education foundation);   
                                                            Advisory Director, Texas        
                                                            Commerce Bank - Austin.         
                                                                                            
Harold R. Hiser, Jr.        Trustee(3)                      Executive Vice President,       
Schering-Plough                                             Schering-Plough Corporation     
Corporation                                                 (pharmaceuticals) (retired      
One Giralda Farms                                           1996); Director, ReCapital      
Madison, NJ  07940-1000                                     Corporation (reinsurance) (until
October 1931                                                1995).                          
                                                                                            
Charles F. Fretz            Trustee(3)                      Retired; self-employed; Former  
RD #5, Box 300B                                             Vice President and Director,    
Clothier Springs Road                                       Towers, Perrin, Forster &       
Malvern, PA 19355                                           Crosby, Inc. (international     
June 1928                                                   management consultants)         
                                                            (1952-1985).                    
                                                            
*    An "interested person" of the Company, as such term is defined in the 1940
     Act.
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.
(2)  A Member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee. 


                                      -18-
<PAGE>

   
                            Positions Held                  Principal Occupation(s)
Name and Address            with the Registrant             During Past Five Years
- ----------------            ----------------                ----------------------

Anne C. Hodsdon*            President and                   President and Chief Operating   
101 Huntington Avenue       Trustee(1)(2)                   Officer, the Adviser; Executive 
Boston, MA 02199                                            Vice President, the Adviser     
April 1953                                                  (until December 1994); Senior   
                                                            Vice President, the Adviser     
                                                            (until December 1993); Vice     
                                                            President, the Adviser (until   
                                                            1991).                          
                                                                                            
Charles L. Ladner           Trustee(3)                      Director, Energy North, Inc.    
UGI Corporation                                             (public utility holding         
460 North Gulph Road                                        company)(until 1992); Senior    
King of Prussia, PA 19406                                   Vice President, Finance UGI     
February 1938                                               Corp. (holding company, public  
                                                            utilities, LPGAS).              
                                                            
*    An "interested person" of the Company, as such term is defined in the 1940
     Act.
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.
(2)  A Member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee. 


                                      -19-
<PAGE>

   
                            Positions Held                  Principal Occupation(s)
Name and Address            with the Registrant             During Past Five Years
- ----------------            ----------------                ----------------------

Leo E. Linbeck, Jr.         Trustee(3)                      Chairman, President, Chief      
3810 W. Alabama                                             Executive Officer and Director, 
Houston, TX 77027                                           Linbeck Corporation (a holding  
August 1934                                                 company engaged in various      
                                                            phases of the construction      
                                                            industry and warehousing        
                                                            interests); Former Chairman,    
                                                            Federal Reserve Bank of Dallas  
                                                            (1992, 1993); Chairman of the   
                                                            Board and Chief Executive       
                                                            Officer, Linbeck Construction   
                                                            Corporation; Director, PanEnergy
                                                            Eastern Corporation (a          
                                                            diversified energy company),    
                                                            Daniel Industries, Inc.         
                                                            (manufacturer of gas measuring  
                                                            products and energy related     
                                                            equipment), GeoQuest            
                                                            International, Inc. (a          
                                                            geophysical consulting firm)    
                                                            (1980-1993); Director, Greater  
                                                            Houston Partnership.            
                                                                                            
Patricia P. McCarter        Trustee(3)                      Director and Secretary, The     
Swedesford Road                                             McCarter Corp. (machine         
RD #3, Box 121                                              manufacturer).                  
Malvern, PA 19355                                           
May 1928
    
*    An "interested person" of the Company, as such term is defined in the 1940
     Act.
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.
(2)  A Member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee. 


                                      -20-
<PAGE>

   
                            Positions Held                  Principal Occupation(s)
Name and Address            with the Registrant             During Past Five Years
- ----------------            ----------------                ----------------------

Steven R. Pruchansky        Trustee(1)(3)                   Director and President, Mast    
360 Horse Creek Drive, #208                                 Holdings, Inc. (since 1991);    
Naples, FL 33942                                            Director, First Signature Bank &
August 1944                                                 Trust Company (until August     
                                                            1991); Director, Mast Realty    
                                                            Trust (1982-1994); President,   
                                                            Maxwell Building Corp. (until   
                                                            1991).                          
                                                                                            
Richard S. Scipione*        Trustee                         General Counsel, John Hancock   
John Hancock Place                                          Mutual Life Insurance Company;  
P.O. Box 111                                                Director, the Adviser, Advisers 
Boston, MA  02199                                           International, John Hancock     
August 1937                                                 Funds, Investor Services, John  
                                                            Hancock Distributors, Inc., John
                                                            Hancock Subsidiaries, Inc., John
                                                            Hancock Property and Casualty   
                                                            Insurance and its affiliates    
                                                            (until November 1993), SAMCorp  
                                                            and NM Capital; Trustee, The    
                                                            Berkeley Group; Director, JH    
                                                            Networking Insurance Agency,    
                                                            Inc.                            
                                                                                            
Norman H. Smith             Trustee(3)                      Lieutenant General, USMC, Deputy
Rt. 1, Box 249 E                                            Chief of Staff for Manpower and 
Linden, VA 22642                                            Reserve Affairs, Headquarters   
March 1933                                                  Marine Corps; Commanding General
                                                            III Marine Expeditionary        
                                                            Force/3rd Marine Division       
                                                            (retired 1991).                 
    
*    An "interested person" of the Company, as such term is defined in the 1940
     Act.
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.
(2)  A Member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee. 


                                      -21-
<PAGE>

   
                            Positions Held                  Principal Occupation(s)
Name and Address            with the Registrant             During Past Five Years
- ----------------            ----------------                ----------------------

John P. Toolan              Trustee(3)                      Director, The Smith Barney Muni 
13 Chadwell Place                                           Bond Funds, The Smith Barney    
Morristown, NJ 07960                                        Tax-Free Money Fund, Inc.,      
September 1930                                              Vantage Money Market Funds      
                                                            (mutual funds), The             
                                                            Inefficient-Market Fund, Inc.   
                                                            (closed-end investment company) 
                                                            and Smith Barney Trust Company  
                                                            of Florida; Chairman, Smith     
                                                            Barney Trust Company (retired   
                                                            1991); Director, Smith Barney,  
                                                            Inc., Mutual Management Company 
                                                            and Smith, Barney Advisers, Inc.
                                                            (investment advisers) (retired  
                                                            1991); Senior Executive Vice    
                                                            President, Director and member  
                                                            of the Executive Committee,     
                                                            Smith Barney, Harris Upham &    
                                                            Co., Incorporated (investment   
                                                            bankers) (until 1991).          
                                                                                          
Robert G. Freedman*         Vice Chairman and               Vice Chairman and Chief         
101 Huntington Avenue       Chief Investment                Investment Officer, the Adviser;
Boston, MA 02199            Officer(2)                      President, the Adviser (until   
July 1938                                                   December 1994); Director, the   
                                                            Adviser, Advisers International,
                                                            John Hancock Funds Investor     
                                                            Services, SAMCorp and NM        
                                                            Capital; Senior Vice President, 
                                                            The Berkeley Group.             
                                                            
*    An "interested person" of the Company, as such term is defined in the 1940
     Act.
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.
(2)  A Member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee. 


                                      -22-
<PAGE>

   
                            Positions Held                  Principal Occupation(s)
Name and Address            with the Registrant             During Past Five Years
- ----------------            ----------------                ----------------------
    
James B. Little*            Senior Vice                     Senior Vice President, the      
101 Huntington Avenue       President and                   Adviser, The Berkeley Group,    
Boston, MA  02199           Chief Financial                 John Hancock Funds and Investor 
February 1935               Officer                         Services                        
                                                                                            
James J. Stokowski*         Vice President                  Vice President, the Adviser.    
101 Huntington Avenue       and Treasurer                                                   
Boston, MA 02199                                                                            
November 1946                                                                               
                                                                                            
Susan S. Newton*            Vice President                  Vice President and Assistant    
101 Huntington Avenue       and Secretary                   Secretary, the Adviser; Vice    
Boston, MA 02199                                            President and Secretary, John   
March 1950                                                  Hancock Funds, Investor Services
                                                            and John Hancock Distributors,  
                                                            Inc. (until 1994); Secretary,   
                                                            SAMCorp; Vice President, The    
                                                            Berkeley Group.                 
                                                                                            
John A. Morin*              Vice President                  Vice President, the Adviser,    
101 Huntington Avenue                                       Investor Services and John      
Boston, MA 02199                                            Hancock Funds; Counsel, John    
July 1950                                                   Hancock Mutual Life Insurance   
                                                            Company; Vice President and     
                                                            Assistant Secretary, The        
                                                            Berkeley Group.                 
</TABLE>
                                                            
*    An "interested person" of the Company, as such term is defined in the 1940
     Act.
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.
(2)  A Member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee. 


                                      -23-
<PAGE>

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

     The following table provides information regarding the compensation paid by
the Fund and the other investment companies in the John Hancock Fund Complex to
the Independent Trustees for their services. The four non-Independent
Trustees, Messrs. Boudreau, Cameron, Scipone, and Ms. Hodsdon, and each of the
officers of the Fund (except Mr. Gordon) are interested persons of the Adviser,
are compensated by the Adviser and/or its affiliates and receive no compensation
from the Fund for their services. Mr. Gordon is an interested person of the
Sub-Adviser, is compensated by the Sub-Adviser, and receives no compensation
from the Fund for his services.

                                                     Total Compensation From the
                          Aggregate Compensation     Fund and John Hancock Fund
Independent Directors         From the Fund(1)         Complex to Trustees(2)
- ---------------------     ----------------------     ---------------------------
    
Charles F. Fretz                $  1,306                      $ 56,200
Jack P. Gould*                     5,300                         9,800
Charles L. Ladner                    834                        60,700
Patricia P. McCarter                 834                        60,700
Steven R. Pruchansky                 877                        62,700
Norman H. Smith                      856                        62,700
John P. Toolan+                      855                        60,700
James F. Carlin                    1,029                        60,700
Harold R. Hiser, Jr.+              1,497                        60,200
William H. Cunningham+               340                        69,700
Leo E. Linbeck, Jr.                  334                        73,200
                                --------                      --------
                                $ 14,062                      $637,300

(1) Compensation for the fiscal year ended December 31, 1995.

(2) Total compensation from the Fund and the other John Hancock funds is as of
December 31, 1995.
   
* As of March 26, 1996, Mr. Gould resigned as a Trustee.

+ As of December 31, 1995, the value of the aggregate accrued deferred
compensation from all funds in the John Hancock fund complex for Mr. Cunningham

                                      -24-

<PAGE>

was $54,413, for Mr. Hiser was $31,324 and for Mr. Toolan was $71,437 under the
John Hancock Deferred Compensation Plan for Independent Trustees.

     As of August 30, 1996, the officers and Trustees of the Fund as a group
owned less than 1% of the outstanding shares of the fund.

     As of August 30, 1996, the following shareholders beneficially owned 5% of
or more of outstanding shares of the Fund:
    
                                             Number of        Percentage of
                                             shares of      total outstanding
Name and Address of                          beneficial       shares of the
Shareholder              Class of Shares   interest owned   class of the Fund
- -------------------      ---------------   --------------   -----------------
   
Merrill Lynch Pierce     Class B shares       196,410              9.68
Fenner & Smith, Inc.
Attn: Mutual Fund 
Operations
4800 Deer Lake Drive
Jacksonville FL 32246-6484
    
INVESTMENT ADVISORY AND OTHER SERVICES
   
     The Fund receives its investment advice from the Adviser and the Sub-
Adviser. Investors should refer to the Prospectus and below for a description of
certain information concerning the investment management contract. Each of the
Trustees and principal officers affiliated with the Trust who is also an
affiliated person of the Adviser or Sub-Adviser is named above, together with
the capacity in which such person is affiliated with the Trust, the Adviser or
Sub-Adviser.

     The Trust on behalf of the Fund has entered into an investment management
contract with the Adviser dated December 6, 1991, and amended as of January 1,
1994, under which the Adviser in conjunction with the Sub-Adviser provides the
Fund with a continuous investment program, consistent with the Fund's
stated investment objectives and policies. The Adviser is responsible for the
day to day management of the Fund's portfolio assets. The Adviser has entered
into a sub-advisory contract with the Sub-Adviser dated December 6, 1991, under
which the Sub-Adviser, subject to the review of the Board of Trustees and the
overall supervision of the Adviser, is responsible for providing the Fund with
investment advice.
    
                                      -25-

<PAGE>

     Securities held by the Fund may also be held by other funds or investment
advisory clients for which the Adviser, the Sub-Adviser or their respective
affiliates provide investment advice. Because of different investment objectives
or other factors, a particular security may be bought for one or more funds or
clients when one or more are selling the same security. If opportunities for
purchase or sale of securities by the Adviser or the Sub-Adviser for the Fund or
for other funds or clients for which the Adviser or Sub-Adviser renders
investment advice arise for consideration at or about the same time,
transactions in such securities will be made, insofar as feasible, for the
respective funds or clients in a manner deemed equitable to all of them. To the
extent that transactions on behalf of more than one client of the Adviser, the
Sub-Adviser or their respective affiliates may increase the demand for
securities being purchased or the supply of securities being sold, there may be
an adverse effect on price.

     No person other than the Adviser and Sub-Adviser and their directors and
employees regularly furnishes advice to the Fund with respect to the
desirability of the Fund's investing in, purchasing or selling securities. The
Adviser and Sub-Adviser may from time to time receive statistical or other
similar factual information, and information regarding general economic factors
and trends, from the Life Company and its affiliates.
   
     The Adviser pays the compensation and expenses of officers and employees of
the Fund, and Trustees of the Trust affiliated with the Adviser, the office
expenses of the Fund, including those of the Trust's Treasurer's and Secretary's
offices and other expenses incurred by the Adviser in connection with the
performance of its duties. All expenses which are not specifically paid by the
Adviser and which are incurred in the operation of the Fund (including fees of
Trustees of the Trust who are not "interested persons," as such term is defined
in the Investment Company Act but excluding certain distribution-related
activities required to be paid by the Adviser or John Hancock Funds) and the
continuous public offering of the shares of the Fund are borne by the Fund.
Subject to the requirements imposed by the Internal Revenue Service on funds
that have a multiple-class structure, class expenses properly allocable to any
of Class A or Class B shares will be borne exclusively by such class of shares.
    
     As provided by the investment management contract, the Fund pays the
Adviser a fee computed daily and payable monthly, at an annual rate of 1% of the
value of the net assets of the Fund up to $100 million, and 3/4 of 1% of the
value of the net assets over $100 million, as compensation for the services
rendered by the Adviser. Effective January 1, 1995, the Adviser reduced a
portion of the management fee amounting to 0.15% of the average daily net asset
value of the first $100,000,000 of the Fund. In addition to the management fee,
the Adviser receives an annual administration fee of $100,000. The annual rate
of compensation is higher than the rate paid by most registered investment
companies, but is believed to be comparable to the fees paid by funds with

                                      -26-

<PAGE>

comparable objectives. The Adviser, not the Fund, pays the Sub-Adviser a monthly
fee as described in the Prospectus. For the years ended December 31, 1995, 1994
and 1993, the Adviser received management fees of $1,045,680 (net of fee
reduction), $522,041 and $361,474, respectively and administration fees of
$100,000 from the Fund for each year.

     In the event normal operating expenses of the Fund, exclusive of certain
expenses prescribed by state law, for any fiscal year are in excess of any
limitation imposed by a state where the shares of the Fund are registered for
sale, the fee payable to the Adviser will be reduced to the extent required by
such law and the Adviser will make any additional arrangements that the Adviser
is required by law to make. Currently, the most restrictive limit applicable to
the Fund is 2.5% of the first $30,000,000 of the Fund's average daily net asset
value, 2% of the next $70,000,000 of such assets and 1.5% of the remaining
average daily net asset value. Pursuant to the investment management contract
and sub-advisory contract, the Adviser and Sub-Adviser are not liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which their respective contract relates, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Adviser or Sub-Adviser in the performance of their duties or from
their reckless disregard of the obligations and duties under the applicable
contract.

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

     The Sub-Adviser, AFA, 1415 Kellum Place, Suite 205, Garden City, New York,
11530, was incorporated under the laws of New York in 1978. The Sub-Adviser,
subject to the supervision of the Adviser, manages the Fund's investments. AFA
also provides investment advisory and management services to individual and
institutional clients.

     Pursuant to the sub-advisory contract, AFA provides day-to-day portfolio
management of the Fund. AFA furnishes the Adviser and the Fund with investment
advice and recommendations consistent with the investment policies, objectives
and restrictions of the Fund. AFA pays its own costs of maintaining staff and
personnel necessary for it to perform its obligations under the sub-advisory

                                      -27-

<PAGE>

contract, expenses of its office rent, telephone, telecommunications and other
facilities required by it to perform services and any other expenses, including
legal, audit and professional fees and expenses, incurred by it in connection
with the performance of its duties under the sub-advisory contract.
   
     Each of the investment management and sub-advisory contracts has an initial
two-year term commencing upon the close of business on December 6, 1991, and
thereafter continues in effect from year to year if approved annually by a vote
of a majority of the Trustees who are not interested persons of one of the
parties to the contract ("Independent Trustees"), cast in person at a meeting
called for the purpose of voting on such approval, and by either the Board of
Trustees or the holders of a "majority" of the Fund's outstanding voting
securities as defined in the 1940 Act. Each of the contracts automatically
terminates upon assignment. Each contract may be terminated without penalty on
60 days' notice at the option of either party to the respective contract or by
vote of a majority of the outstanding voting securities of the Fund. The
sub-advisory contract will terminate upon termination of the Adviser's
investment management contract.
    
DISTRIBUTION CONTRACT

     The Fund has a distribution contract with John Hancock Funds. Under the
contract, John Hancock Funds is obligated to use its best efforts to sell shares
of each class of the Fund. Shares of the Fund are also sold by selected
broker-dealers (the "Selling Brokers") which have entered into selling agency
agreements with John Hancock Funds. John Hancock Funds accepts orders for the
purchase of the shares of the Fund which are continually offered at the net
asset value next determined, plus the applicable sales charge. In connection
with the sale of Class A and Class B shares, John Hancock Funds and Selling
Brokers receive compensation from a sales charge imposed, in the case of Class A
shares, at the time of sale or, in the case of Class B shares, on a deferred
basis.
   
     The Fund's Trustees have adopted Distribution Plans with respect to Class A
and Class B shares (together, the "Plans") pursuant to Rule 12b-1 under the
Investment Company Act of 1940. Under the Plans, the Fund will pay distribution
and service fees at an aggregate annual rate of up to 0.30% and 1.00% for Class
A and Class B, respectively, of the Fund's average net assets attributable to
shares of that class. However, the service fee will not exceed 0.25% of the
Fund's average daily net assets attributable to each class of shares. The
distribution fees will be used to reimburse the Distributor for its distribution
expenses, including but not limited to: (i) initial and ongoing sales
compensation to Selling Brokers and others (including affiliates of the
Distributor) 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

                                      -28-

<PAGE>

distribution expenses. The service fees will be used to compensate Selling
Brokers for providing personal and account maintenance services to shareholders.
In the event that John Hancock Funds is not fully reimbursed for expenses
incurred by it under the Class B Plan in any fiscal year, John Hancock Funds may
carry these expenses forward, provided however, that the Trustees may terminate
the Class B Plan and thus the Fund's obligation to make further payments at any
time. Accordingly, the Fund does not treat unreimbursed expenses relating to the
Class B shares as a liability of the Fund. For the fiscal year ended December
31, 1995, an aggregate of $987,619 of distribution expenses, or 4.34% of the
average net assets of the Class B shares of the Fund, was not reimbursed or
recovered by John Hancock Funds through the receipt of deferred sales charges or
12b-1 fees in prior periods. The Plans were approved by a majority of the
Trustees, including a majority of the Independent Trustees, by votes cast in
person at meetings called for the purpose of voting on such Plans.

     Pursuant to the Plans, at least quarterly, John Hancock Funds provides the
Fund with a written report of the amounts expended under the Plans and the
purpose for which such expenditures were made. The Trustees review such reports
on a quarterly basis.
    
     During the fiscal year ended December 31, 1995, the Fund paid John Hancock
Funds the following amounts of expenses with respect to the Class A and Class B
shares of the Fund:

                                 Expense Items

<TABLE>
<CAPTION>
                                       Printing and   
                                        Mailing of                   Expenses     Interest,
                                       Prospectuses   Compensation   of John     Carrying or
                                          to New       to Selling    Hancock    Other Finance
Global Technology Fund   Advertising   Shareholders      Brokers      Funds        Charges
- ----------------------   -----------   ------------   ------------   --------   -------------
<S>                        <C>           <C>            <C>          <C>           <C> 
   Class A Shares          $56,438       $10,757        $89,300      $158,844      $  -
   Class B Shares           31,799         5,883         44,891        85,964       58,569
</TABLE>
   
     Each of the Plans provides that it will continue in effect only so long as
its continuance is approved at least annually by a majority of both the
Trustees and the Independent Trustees. Each of the Plans provides that it may
be terminated without penalty (a) by vote of a majority of the Independent
Trustees, (b) by a majority of the Fund's outstanding shares of the applicable
class upon 60 days' written notice to John Hancock Funds, and (c) automatically
in the event of assignment. Each of the Plans further provides that it may not
be amended to increase the maximum amount of the fees for the services described
therein without the approval of a majority of the outstanding shares of the

                                      -29-

<PAGE>

class of the Fund which has voting rights with respect to the Plan. And finally,
each of the Plans provides that no material amendment to the Plan will, in any
event, be effective unless it is approved by a vote of a majority of both the
Trustees and the Independent Trustees of the Fund. The holders of Class A and
Class B shares have exclusive voting rights with respect to the Plan applicable
to their respective class of shares. In adopting the Plans the Trustees
concluded that, in their judgment, there is a reasonable likelihood that each
Plan will benefit the holders of the applicable class of shares of the Fund.

     When the Fund seeks an Independent Trustee to fill a vacancy or as a
nominee for election by shareholders, the selection or nomination of the
Independent Director is, under resolutions adopted by the Trustees
contemporaneously with their adoption of the Plans, committed to the discretion
of the Committee on Administration of the Trustees. The members of the
Committee on Administration are all Independent Trustees and are identified in
this Statement of Additional Information under the heading "Those Responsible
for Management."

     The Fund's distribution contract, discussed above, continues in effect from
year to year if approved annually by the vote of a majority of the Independent
Directors, cast in person at a meeting called for the purpose of voting on such
approval, and by either the Trustees or the holders of a majority of the
outstanding shares of each class of the Fund which has voting rights with
respect to the contract. The contract automatically terminates upon assignment
and may be terminated without penalty on 60 days' notice at the option of either
party to the contract or by vote of a majority of the outstanding shares of each
class of the Fund which has voting rights with respect to the contract.
    
NET ASSET VALUE

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

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

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

                                      -30-

<PAGE>

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

     Foreign securities are valued on the basis of quotations from the primary
market in which they are traded. Any assets or liabilities expressed in terms of
foreign currencies are translated into U.S. dollars by the custodian bank based
on London currency exchange quotations as of 5:00 p.m., London time (12:00 noon,
New York time) on the date of any determination of the Fund's NAV. If quotations
are not readily available, or the value has been materially affected by events
occurring after the closing of a foreign market, assets are valued by a method
that the Trustees believe accurately reflects fair value.
    
     The Fund will not price its securities on the following national holidays:
New Year's Day; Presidents' Day; Good Friday; Memorial Day; Independence Day;
Labor Day; Thanksgiving Day; and Christmas Day. On any day an international
market is closed and the New York Stock Exchange is open, any foreign securities
will be valued at the prior day's close with the current day's exchange rate.
Trading of foreign securities may take place on Saturdays and U.S. business
holidays on which the Fund's NAV is not calculated. Consequently, the Fund's
portfolio securities may trade and the NAV of the Fund's redeemable securities
may be significantly affected on days when a shareholder has no access to the
Fund.

INITIAL SALES CHARGE ON CLASS A SHARES

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

     Combined Purchases. In calculating the sales charge applicable to purchases
of Class A shares made at one time, the purchases will be combined if made by
(a) an individual, his spouse and their children under the age of 21, purchasing
securities for his or their own account, (b) a trustee or other fiduciary
purchasing for a single trust, estate or fiduciary account, and (c) certain
groups of four or more individuals making use of salary deductions or similar

                                      -31-

<PAGE>

group methods of payment whose funds are combined for the purchase of mutual
fund shares. Further information about combined purchases, including certain
restrictions on combined group purchases, is available from a Investor Services
or Selling Broker's representative.

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

o    Any state, county or any instrumentality, department, authority, or agency
     of these entities that is prohibited by applicable investment laws from
     paying a sales charge or commission when it purchases shares of any
     registered investment management company.
o    A bank, trust company, credit union, savings institution or other
     depository institution, its trust departments or common trust funds if it
     is purchasing $1 million or more for non-discretionary customers or
     accounts.
   
o    A Trustee or officer of the Trust; a Director or officer of the Adviser
     and its affiliates or Selling Brokers; employees or sales representatives
     of any of the foregoing; retired officers, employees or Trustees of any of
     the foregoing; a member of the immediate family (spouse, children, mother,
     father, sister, brother, mother-in-law, father-in-law) of any of the
     foregoing; or any fund, pension, profit sharing or other benefit plan for
     the individuals described above.
    
o    A broker, dealer, financial planner, consultant or registered investment
     advisor that has entered into an agreement with John Hancock Funds
     providing specifically for the use of Fund shares in fee-based investment
     products or services made available to their clients.
o    A former participant in an employee benefit plan with John Hancock funds,
     when he or she withdraws from his or her plan and transfers any or all of
     his or her plan distributions directly to the Fund.
o    A member of an approved affinity group financial services plan.
o    A member of a class action lawsuit against insurance companies who is
     investing settlement proceeds.
o    Existing full service clients of the Life Company who were group annuity
     contract holders as of September 1, 1994, and participant directed defined
     contribution plans with at least 100 eligible employees at the inception of
     the Fund account, may purchase Class A shares with no initial sales charge.
     However, if the shares are redeemed within 12 months after the end of the
     calendar year in which the purchase was made, a CDSC will be imposed at the
     following rate:

     -----------------------------------------------------------------------
     Amount Invested                                             CDSC Rate
     -----------------------------------------------------------------------
     $1 to $4,999,999                                              1.00%
     -----------------------------------------------------------------------
     Next $5 million to $9,999,999                                 0.50%
     -----------------------------------------------------------------------
     Amounts of $10 million and over                               0.25%
     -----------------------------------------------------------------------


                                      -32-
<PAGE>

     Shareholders of the John Hancock Global Technology Fund who were
shareholders of John Hancock National Aviation & Technology Fund ("National
Aviation") who held shares prior to May 1, 1984 are permitted for an indefinite
period to purchase additional shares of the John Hancock Global Technology Fund
at net asset value, without a sales charge, provided that the purchasing
shareholder held shares of National Aviation continuously from April 30, 1984 to
July 28, 1995 (the date of the reorganization of National Aviation with the John
Hancock Global Technology Fund) and shares of the John Hancock Global Technology
Fund from that date to the date of the purchase in question.

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

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

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

     Letter of Intention. Reduced sales charges are also applicable to
investments in Class A shares made over a specified period pursuant to a Letter
of Intention ("LOI"), which should be read carefully prior to its execution by
an investor. The Fund offers two options regarding the specified period for
making investments under the LOI. All investors have the option of making their
investments over a period of thirteen months. Investors who are using the Fund
as a funding medium for a qualified retirement plan, however, may opt to make
the necessary investments called for by the LOI over a forty-eight month period.
These qualified retirement plans include IRA's, SEP, SARSEP, 401(k), 403(b)
(including TSAs) and 457 plans. Such an investment (including accumulations and
combinations) must aggregate $100,000 or more invested during the specified
period from the date of the LOI or from a date within (90) days prior thereto,
upon written request to Investor Services. The sales charge applicable to all
amounts invested under the LOI is computed as if the aggregate amount intended
to be invested had been invested immediately. If such aggregate amount is not
actually invested, the difference in the sales charge actually paid and the
sales charge payable had the LOI not been in effect is due from the investor.
However, for the purchases actually made within the specified period, the sales

                                      -33-

<PAGE>

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

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

DEFERRED SALES CHARGE ON CLASS B SHARES

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

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

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

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

                                      -34-

<PAGE>

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

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

Example:

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

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

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

For all account types:

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


                                      -35-
<PAGE>

*    Redemptions made under certain liquidation, merger or acquisition
     transactions involving other investment companies or personal holding
     companies.
*    Redemptions due to death or disability.
*    Redemptions made under the Reinstatement Privilege, as described in "Sales
     Charge Reductions and Waivers" of the Prospectus.
*    Redemptions of Class B shares made under a periodic withdrawal plan, as
     long as your annual redemptions do not exceed 12% of your account value,
     including reinvested dividends, at the time you established your periodic
     withdrawal plan and 12% of the value of subsequent investments (less
     redemptions) in that account at the time you notify Investor Services.
     (Please note that this waiver does not apply to periodic withdrawal plan
     redemptions of Class A shares that are subject to a CDSC.)

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

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

*    Returns of excess contributions made to these plans.

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

*    Redemptions from certain IRA and retirement plans that purchased shares
     prior to October 1, 1992 and certain IRA plans that purchased shares prior
     to May 15, 1995.

Please see matrix for reference.


                                      -36-
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                  401(a) Plan                          
Type of           (401(k), MPP,                              IRA, IRA 
Distribution      PSP)             403(b)       457          Rollover       Non-retirement
- ------------------------------------------------------------------------------------------
<S>               <C>              <C>          <C>          <C>            <C>
Death or          Waived           Waived       Waived       Waived         Waived
Disability
- ------------------------------------------------------------------------------------------
Over 70 1/2       Waived           Waived       Waived       Waived for     12% of account 
                                                             mandatory      value annually 
                                                             distributions  in periodic 
                                                             or 12% of      payments
                                                             account value  
                                                             annually in    
                                                             periodic       
                                                             payments       
- ------------------------------------------------------------------------------------------
Between 59 1/2    Waived           Waived       Waived       Waived for     12% of account 
and 70 1/2                                                   Life           value annually 
                                                             Expectancy     in periodic 
                                                             or 12% of      payments
                                                             account value  
                                                             annually in    
                                                             periodic       
                                                             payments       
- ------------------------------------------------------------------------------------------
Under 59 1/2      Waived           Waived for   Waived for   Waived for     12% of account
                                   annuity      annuity      annuity        value annually
                                   payments     payments     payments       in periodic   
                                   (72+) or     (72+) or     (72+) or       payments      
                                   12% of       12% of       12% of         
                                   account      account      account    
                                   value        value        value      
                                   annually in  annually in  annually in
                                   periodic     periodic     periodic   
                                   payments     payments     payments   
- ------------------------------------------------------------------------------------------
Loans             Waived           Waived       N/A          N/A            N/A
- ------------------------------------------------------------------------------------------
Termination of    Not Waived       Not Waived   Not Waived   Not Waived     N/A
Plan              
- ------------------------------------------------------------------------------------------
Hardships         Waived           Waived       Waived       N/A            N/A
- ------------------------------------------------------------------------------------------
Return of         Waived           Waived       Waived       Waived         N/A
Excess            
- ------------------------------------------------------------------------------------------
</TABLE>

     If you qualify for a waiver under one of these situations, you must notify
Investor Services at the time you make your redemption. The waiver will be
granted once Investor Services has confirmed you are entitled to the waiver.

SPECIAL REDEMPTIONS
   
     Although it would not normally do so, the Fund has the right to pay the
redemption price of shares of the Fund in whole or in part in portfolio
securities as 


                                      -37-
<PAGE>

prescribed by the Trustees. When the shareholder sells portfolio securities
received in this fashion he would incur a brokerage charge. Any such securities
would be valued for the purposes of making such payment at the same value as
used in determining net asset value. The Fund has, however, elected to be
governed by Rule 18f-1 under the Investment Company Act. Under that rule, the
Fund must redeem its shares for cash except to the extent that the redemption
payments to any one shareholder during any 90-day period would exceed the lesser
of $250,000 or 1% of the Fund's net asset value at the beginning of such period.
    
ADDITIONAL SERVICES AND PROGRAMS

     Exchange Privilege. The Fund permits exchanges of shares of any class of
the Fund for shares of the same class in any other John Hancock fund offering
that class.

     Systematic Withdrawal Plan. The Fund permits the establishment of a
Systematic Withdrawal Plan. Payments under this plan represent proceeds arising
from the redemption of the Fund's shares. Since the redemption price of the
shares of the Fund may be more or less than the shareholder's cost, depending
upon the market value of the securities owned by the Fund at the time of
redemption, the distribution of cash pursuant to this plan may result in
recognition of gain or loss for purposes of Federal, state and local income
taxes. The maintenance of a Systematic Withdrawal Plan concurrently with
purchases of additional Class A or Class B shares of the Fund could be
disadvantageous to a shareholder because of the initial sales charge payable on
such purchases of Class A shares and the CDSC imposed on redemptions of Class B
shares and because redemptions are taxable events.

     Therefore, a shareholder should not purchase Class A or Class B shares at
the same time as a Systematic Withdrawal Plan is in effect. The Fund reserves
the right to modify or discontinue the Systematic Withdrawal Plan of any
shareholder on 30 days' prior written notice to such shareholder, or to
discontinue the availability of such plan in the future. The shareholder may
terminate the plan at any time by giving proper notice to Investor Services.

     Monthly Automatic Accumulation Program ("MAAP"). The program, as it relates
to automatic investing, is subject to the following conditions:

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

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


                                      -38-
<PAGE>

     The Program may be discontinued by the shareholder either by calling
Investor Services or upon notice to Investor Services which is received at least
five (5) business days prior to the processing date of any investment.

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

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

TAX STATUS
   
     Each series of the Trust, including the Fund, is treated as a separate
entity for tax purposes. The Fund has qualified and has elected to be treated as
a "regulated investment company" under Subchapter M of the Code, and intends to
continue to so qualify for each taxable year. As such and by complying with the
applicable provisions of the Code regarding the sources of its income, the
timing of its distributions, and the diversification of its assets, the Fund
will not be subject to Federal income tax on taxable income (including net
realized capital gains) which is distributed to shareholders in accordance with
the timing requirements of the Code.
    
     The Fund will be subject to a four percent nondeductible Federal excise tax
on certain amounts not distributed (and not treated as having been distributed)
on a timely basis in accordance with annual minimum distribution requirements.
The Fund intends under normal circumstances to seek to avoid or minimize
liability for such tax by satisfying such distribution requirements.


                                      -39-
<PAGE>

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

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

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

     Certain payments received by the Fund with respect to loan participations,
such as commitment fees or facility fees, may not be treated as qualifying
income under the 90% requirement referred to above if they are not properly
treated as interest under the Code.


                                      -40-
<PAGE>

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

     Limitations imposed by the Code on regulated investment companies like the
Fund may restrict the Fund's ability to enter into options contracts, foreign
currency positions and foreign currency forward contracts. Certain of these
transactions may cause the Fund to recognize gains or losses from marking to
market even though its positions have not been sold or terminated and may affect
the character as long-term or short-term (or, in the case of certain foreign
currency options and forward contracts, as ordinary income or loss) of some
capital gains and losses realized by the Fund. Additionally, certain of the
Fund's losses on transactions involving options, forward contracts, and any
offsetting or successor positions in its portfolio may be deferred rather than
being taken into account currently in calculating the Fund's taxable income or
gain. Certain of such transactions may also cause the Fund to dispose of
investments sooner than would otherwise have occurred. These transactions may
therefore affect the amount, timing and character of the Fund's distributions to
shareholders. The Fund will take into account the special tax rules applicable
to options or forward contracts, including consideration of available elections,
in order to seek to minimize any potential adverse tax consequences.

     The amount of net realized capital gains, if any, realized in any given
year will result from options transactions and sales of securities made with a
view to the maintenance of a portfolio believed by the Fund's management to be
most likely to attain the Fund's objective. Such sales, and any resulting gains
or losses, may therefore vary considerably from year to year. At the time of an
investor's purchase of Fund shares, a portion of the purchase price is often
attributable to realized or unrealized appreciation in the Fund's portfolio or
undistributed taxable income of the Fund. Consequently, subsequent distributions
on those shares from such appreciation or income may be taxable to such investor
even if the net asset value of the investor's shares is, as a result of the
distributions, reduced below the investor's cost for such shares and the
distributions in reality represent a return of a portion of the purchase price.


                                      -41-
<PAGE>

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

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

     For Federal income tax purposes, the Fund is permitted to carryforward a
net capital loss in any year to offset net capital gains, if any, during the
eight years following the year of the loss. To the extent subsequent net capital
gains are offset 


                                      -42-
<PAGE>

by such losses, they would not result in Federal income tax liability to the
Fund and, as noted above, would not be distributed as such to shareholders.
Presently, there are no capital loss carry forwards available to offset future
net capital gains.

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

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

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


                                      -43-
<PAGE>

by them, and (ii) treat such respective pro rata portions as qualified foreign
taxes paid by them.

     If the Fund makes this election, shareholders may then deduct such pro rata
portions of qualified foreign taxes in computing their taxable incomes, or,
alternatively, use them as foreign tax credits, subject to applicable
limitations, against their U.S. Federal income taxes. Shareholders who do not
itemize deductions for Federal income tax purposes will not, however, be able to
deduct their pro rata portion of qualified foreign taxes paid by the Fund,
although such shareholders will be required to include their shares of such
taxes in gross income. Shareholders who claim a foreign tax credit for such
foreign taxes may be required to treat a portion of dividends received from the
Fund as separate category of income for purposes of computing the limitations on
the foreign tax credit. Tax-exempt shareholders will ordinarily not benefit from
this election. Each year, if any, that the Fund files the election described
above, its shareholders will be notified of the amount of (i) each shareholder's
pro rata share of qualified foreign taxes paid by the Fund and (ii) the portion
of Fund dividends which represents income from each foreign country. If the Fund
cannot or does not make this election, the Fund will deduct the foreign taxes it
pays in determining the amount it has available for distribution to
shareholders, and shareholders will not include these foreign taxes in their
income, nor will they be entitled to any tax deductions or credits with respect
to such taxes.

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

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


                                      -44-
<PAGE>

     The Fund will be required to report to the Internal Revenue Service (the
"IRS") all taxable distributions to shareholders, as well as gross proceeds from
the redemption or exchange of Fund shares, except in the case of certain exempt
recipients, i.e., corporations and certain other investors distributions to
which are exempt from the information reporting provisions of the Code. Under
the backup withholding provisions of Code Section 3406 and applicable Treasury
regulations, all such reportable distributions and proceeds may be subject to
backup withholding of federal income tax at the rate of 31% in the case of
non-exempt shareholders who fail to furnish the Fund with their correct taxpayer
identification number and certain certifications required by the IRS or if the
IRS or a broker notifies the Fund that the number furnished by the shareholder
is incorrect or that the shareholder is subject to backup withholding as a
result of failure to report interest or dividend income. The Fund may refuse to
accept an application that does not contain any required taxpayer identification
number or certification that the number provided is correct. If the backup
withholding provisions are applicable, any such distributions and proceeds,
whether taken in cash or reinvested in shares, will be reduced by the amounts
required to be withheld. Any amounts withheld may be credited against a
shareholder's U.S. federal income tax liability. Investors should consult their
tax advisers about the applicability of the backup withholding provision.

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

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

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


                                      -45-
<PAGE>

investors should consult their tax advisers regarding such treatment and the
application of foreign taxes to an investment in the Fund.

     Provided that the Fund qualifies as a regulated investment company under
the Code, it will not be required to pay Massachusetts corporate excise or
franchise taxes.

DESCRIPTION OF THE FUND'S SHARES
   
     Ownership of the Fund is represented by transferable shares of beneficial
interest. The Declaration of Trust permits the Trustees to create an unlimited
number of series and classes of shares of the Fund and, with respect to each
series and class, to issue an unlimited number of full or fractional shares and
to divide or combine the shares into a greater or lesser number of shares
without thereby changing the proportionate beneficial interests of the Fund.

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

     Pursuant to the Declaration of Trust, the Trustees may authorize the
creation of additional series of shares (the proceeds of which would be invested
in separate, independently managed portfolios) and additional classes within any
series (which would be used to distinguish among the rights of different
categories of shareholders, as might be required by future regulations or other
unforeseen circumstances). As of the date of this Statement of Additional
Information, the Trustees have authorized the issuance of two classes of shares
of the Fund, designated as Class A and Class B. Class A and Class B Shares of
the Fund represent an equal proportionate interest in the aggregate net asset
values attributable to that class of the Fund. Holders of Class A Shares and
Class B Shares each have certain exclusive voting rights on matters relating to
the Class A Plan and the Class B Plan, respectively. The different classes of

                                      -46-

<PAGE>

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

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

     Voting Rights. Shareholders are entitled to a full vote for each full share
held, except that for Trust-wide shareholder votes the Trustees may determine
that it is appropriate for each dollar of net asset value to be entitled to one
vote and fractional dollars to a proportional vote. The Trustees themselves have
the power to alter the number and the terms of office of Trustees, and they may
at any time lengthen their own terms or make their terms of unlimited duration
(subject to certain removal procedures) and appoint their own successors,
provided that at all times at least a majority of the Trustees have been elected
by shareholders. The voting rights of shareholders are not cumulative, so that
holders of more than 50 percent of the shares voting can, if they choose, elect
all Trustees being selected, while the holders of the remaining shares would be
unable to elect any Trustees. Although the Fund need not hold annual meetings of
shareholders, the Trustees may call special meetings of shareholders for action
by shareholder vote as may be required by the 1940 Act or the Declaration of
Trust. Also, a shareholder's meeting must be called if so requested in writing
by the holders of record of 10% or more of the outstanding shares of the Trust.
In addition, the Trustees may be removed by the action of the holders of record
of two-thirds or more of the outstanding shares.

     Shareholder Liability. The Declaration of Trust provides that no Trustee,
officer, employee or agent of the Fund is liable to the Fund or to a
shareholder, nor is any Trustee, officer, employee or agent liable to any third
persons in connection with the affairs of the Fund, except as such liability may
arise from his or its own bad faith, willful misfeasance, gross negligence or
reckless disregard of his duties. It also provides that all third persons shall
look solely to the Fund's property for satisfaction of claims arising in
connection with the affairs of the Fund. With the exceptions stated, the
Declaration of Trust provides that a Trustee, officer, employee or agent is
entitled to be indemnified against all liability in connection with the affairs
of the Fund.

                                      -47-

<PAGE>

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

     Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for acts or
obligations of the trust. However, the Trust's Declaration of Trust contains an
express disclaimer of shareholder liability for acts, obligations and affairs of
the Fund. The Declaration of Trust also provides for indemnification out of the
Fund's assets for all losses and expenses of any shareholder held personally
liable by reason of being or having been a shareholder. The Declaration of Trust
also provides that no series of the Trust shall be liable for the liabilities of
any other series. Liability is therefore limited to circumstances in which the
Fund itself would be unable to meet its obligations, and the possibility of this
occurrence is remote.
    
     Notwithstanding the fact that the Prospectus is a combined prospectus for
the Fund and other John Hancock mutual funds, the Fund shall not be liable for
the liabilities of any other John Hancock mutual fund.

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

CALCULATION OF PERFORMANCE
   
     The average annual total return of the Class A shares of the Fund for the 1
year, 5 year and 10 year periods ended June 30, 1996 was 3.25%, 21.18%, and
11.40%, respectively.

     The average annual total return of the Class B shares of the Fund for the 1
year period ended June 30, 1996 and since inception on January 3, 1994 was
2.95% and 21.05%, respectively.
    
     The Fund's total return is computed by finding the average annual
compounded rate of return over the 1 year, 5 year and 10 year periods that would
equate the initial amount invested to the ending redeemable value according to
the following formula:

                                      -48-

<PAGE>

T =  NROOT n(ERV/P) -1

Where:

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

T =    average annual total return.

n =    number of years.

ERV =  ending redeemable value of a hypothetical $1,000 investment made at the
       beginning of the 1, 5 and 10 year periods.

     This calculation assumes the maximum sales charge of 5.00% is included in
the initial investment or the CDSC is applied at the end of the period and also
assumes that all dividends and distributions are reinvested at net asset value
on the reinvestment dates during the period.

     In addition to average annual total returns, the Fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. The "distribution rate" is determined by
annualizing the result of dividing the declared dividends of the Fund during the
period stated by the maximum offering price or net asset value at the end of the
period. In addition to average annual total returns, the fund may quote
unaveraged or cumulative total returns reflecting the change in value of an
investment over a stated period. Cumulative total returns may be quoted as a
percentage or as a dollar amount, and may be calculated for a single investment,
a series of investments, and/or a series of redemptions, over any time period.
Total returns may be quoted with or without taking the Fund's 5.00% sales charge
on Class A shares or the CDSC on Class B shares into account. Excluding the
Fund's sales charge on Class A shares and the CDSC on Class B shares from a
total return calculation produces a higher return figure.

     From time to time, in reports and promotional literature, the Fund's total
return will be compared to indices of mutual funds such as Lipper Analytical
Services, Inc.'s "Lipper-Mutual Performance Analysis," monthly publications
which track net assets and total return on equity mutual funds in the United
States. Ibottson and Associates, CDA Weisenberger and F.C. Towers are also used
for comparison purposes, as well as the Russell and Wilshire Indices.

                                      -49-

<PAGE>

     Performance rankings and ratings reported periodically in national
financial publications such as Money magazine, Forbes, Business Week, The Wall
Street Journal, Micropal, Inc., Morning Star Inc., Stanger's and Barron's, etc.,
will also be utilized.

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

BROKERAGE ALLOCATION
   
     Decisions concerning the purchase and sale of portfolio securities and the
allocation of brokerage commissions are made by the Adviser pursuant to
recommendations made by its investment committee, which consists of officers and
directors of the Adviser and officers and Trustees of the Trust who are
interested persons of the Trust, and by the Sub-Adviser. Orders for purchases
and sales of securities are placed in a manner, which, in the opinion of the
Adviser, will offer the best price and market for the execution of each such
transaction. Purchases from underwriters of portfolio securities may include a
commission or commissions paid by the issuer and transactions with dealers
serving as market maker reflect a "spread." Investments in debt securities are
generally traded on a net basis through dealers acting for their own account as
principals and not as brokers; no brokerage commissions are payable on such
transactions.

     The Fund's primary policy is to execute all purchases and sales of
portfolio instruments at the most favorable prices consistent with best
execution, considering all of the costs of the transaction including brokerage
commissions. This policy governs the selection of brokers and dealers and the
market in which a transaction is executed. Consistent with the foregoing primary
policy, the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. and other policies as the Trustees may determine, the Adviser and
the Sub-Adviser may consider sales of shares of the Fund as a factor in the
selection of broker-dealers to execute the Fund's portfolio transactions.

     To the extent consistent with the foregoing, the Fund will be governed in
the selection of brokers and dealers, and the negotiation of brokerage
commission rates and dealer spreads, by the reliability and quality of the
services, including primarily the availability and value of research information
and to a lesser extent statistical assistance furnished to the Adviser and
Sub-Adviser of the Fund, and their value and expected contribution to the
performance of the Fund. It is not possible to place a dollar value on

                                      -50-

<PAGE>

information and services to be received from brokers and dealers, since it is
only supplementary to the research efforts of the Adviser and Sub-Adviser. The
receipt of research information is not expected to reduce significantly the
expenses of the Adviser and Sub-Adviser. The research information and
statistical assistance furnished by brokers and dealers may benefit the Life
Company or other advisory clients of the Adviser, and, conversely, brokerage
commissions and spreads paid by other advisory clients of the Adviser may result
in research information and statistical assistance beneficial to the Fund.
Similarly, research information and assistance provided to the Sub-Adviser by
brokers and dealers may benefit other advisory clients or affiliates of the
Sub-Adviser. The Fund will make no commitment to allocate portfolio transactions
upon any prescribed basis. While the Adviser, together with the Sub-Adviser,
will be primarily responsible for the allocation of the Fund's brokerage
business, the policies and practices of the Adviser in this regard must be
consistent with the foregoing and will at all times be subject to review by the
Board of Trustees.

     As permitted by Section 28(e) of the Securities Exchange Act of 1934, the
Fund may pay to a broker which provides brokerage and research services to the
Fund an amount of disclosed commission in excess of the commission which another
broker would have charged for effecting that transaction. This practice is
subject to a good faith determination by the Board of Trustees that the price
is reasonable in light of the services provided and policies as the Board of
Trustees may adopt from time to time. During the fiscal year ended December 31,
1995, the Fund directed commissions in the amount of $34,300 to compensate
brokers for research services such as industry, economic and company reviews and
evaluations of securities.

     The Adviser's indirect parent, the Life Company, is the indirect sole
shareholder of John Hancock Freedom Securities Corporation and its subsidiaries,
three of which, Tucker Anthony Incorporated, John Hancock Distributors, Inc. and
Sutro & Company, Inc. are broker-dealers ("Affiliated Brokers"). Pursuant to
procedures determined by the Trustees and consistent with the above policy of
obtaining best net results, the Fund may execute portfolio transactions with or
through Affiliated Brokers. During the years ended December 31, 1995, 1994 and
1993, the Fund did not execute any portfolio transactions with Affiliated
Brokers.
    
     During 1993, 1994 and 1995, the Fund paid total brokerage commissions,
excluding spreads or commissions on principal transactions, of $40,949, $81,677
and $102,799, respectively.

TRANSFER AGENT SERVICES
   
     John Hancock Investor Services Corporation, P.O. Box 9116, Boston, MA
02205-9116, a wholly-owned indirect subsidiary of the Life Company, is the

                                      -51-

<PAGE>

transfer and dividend paying agent for the Fund. The Fund pays an annual fee of
$19.00 for each Class A shareholder and $21.50 for each Class B shareholder,
plus certain out-of-pocket expenses. These expenses are aggregated and charged
to the Fund and allocated to each class on the basis of the relative net asset
values.
    
CUSTODY OF PORTFOLIO

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

INDEPENDENT AUDITORS

     The independent auditors of the Fund are Price Waterhouse LLP, 160 Federal
Street, Boston, Massachusetts 02110. Price Waterhouse LLP audits and renders an
opinion on the Fund's annual financial statements and reviews the Fund's annual
Federal income tax return.


                                      -52-
<PAGE>

                                   APPENDIX A

                          DESCRIPTION OF BOND RATINGS*

Moody's Bond ratings

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

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

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

     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 not 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.

- ----------
* As described by the rating companies themselves.


                                      A-1
<PAGE>

     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.

Standard & Poor's Bond ratings

     AAA. This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

     AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree.

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

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

     BB. Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB-rating.

     B. Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB-rating.

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

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


                                      A-2

<PAGE>

FINANCIAL STATEMENTS



                                      F-1
<PAGE>


                            John Hancock Series Trust

                                     PART C.

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

     (a) The financial  statements listed below are included in and incorporated
by  reference  into  Part  B of  the  Registration  Statement  from  the  Global
Technology  1995 Annual Report to  Shareholders  for the year ended December 31,
1995 (filed  electronically  on  February  26,  1996;  file nos.  811-3392,  and
2-75807;  accession  number  0000950135-96-001155)  and  Semi-Annual  Report  to
Shareholders for the period ended June 30, 1996 (filed  electronically on August
22,    1996;    file   nos.    811-3392   and    2-75807;    accession    number
0001005477-96-000251);  Emerging  Growth Fund 1995 Annual Report to Shareholders
for the year ended  October 31, 1995 (filed  electronically  on April 25,  1996;
file nos.  811-5254 and 33-16048,  accession  number  0001010521-96-000044)  and
Semi-Annual  Report to  Shareholders  for the period ended April 30, 1996 (filed
electronically  on June 28, 1996,  file nos.  811-5254 and  33-16048;  accession
number 0001005477-96-000175).

     John Hancock Global Technology Fund
     -----------------------------------

     Statement of Assets and Liabilities as of December 31, 1995.  
     Statement of Operations for the period ended December 31, 1995.  
     Statement of Changes in Net Asset for the period ended December 31, 1995.
     Notes to Financial Statements.
     Financial Highlights for each of the 10 years ended December 31, 1995.
     Schedule of Investments as of December 31, 1995.
     Report of Independent Auditors.

     Statement of Assets and Liabilites as of June 30, 1996.  
     Statement of Operations for the period ended June 30, 1996.  
     Statement of Changes in Net Asset for the period ended June 30, 1996.
     Notes to Financial Statements.
     Financial Highlights for each of the 10 years ended June 30, 1996.
     Schedule of Investments as of June 30, 1996.

     John Hancock Emerging Growth Fund
     ---------------------------------

     Statement of Assets and Liabilities as of October 31, 1995. 
     Statement of Operations for the year ended October 31, 1995.  
     Statement of Changes in Net Asset for the years ended October 31, 1995.
     Notes to Financial Statements.
     Financial Highlights for the years ended October 31, 1995.
     Schedule of Investments as of October 31, 1995.
     Report of Independent Auditors.

                                      C-1

<PAGE>

     Statement of Assets and Liabilities as of April 30, 1996 (unaudited).  
     Statement of Operations for the six months ended April 30, 1996 
     (unaudited).  
     Statement of Changes in Net Assets for the year ended October 31, 1995 and 
     for the six months ended April 30, 1996 (unaudited).
     Notes to Financial Statements (unaudited).
     Financial Highlights for each of the five years in the period ended October
     31, 1995 and for the six months ended April 30, 1996 (unaudited).  
     Schedule of Investments as of April 30, 1996 (unaudited).

     (b) Exhibits:

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

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

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

Item 26.  Number of Holders of Securities

     As of August 30, 1996, the number of record holders of shares of Registrant
was as follows:

     Title of Class                                   Number of Record Holders
     John Hancock Global Technology Fund
     Class A Shares -                                          23,298
     Class B Shares -                                           8,823

     John Hancock Emerging Growth Fund
     Class A Shares -                                           7,634
     Class B Shares -                                          35,784

Item 27.  Indemnification

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

     However,  no indemnification  shall be provided to a Trustee or officer (i)
     against any liability to the Trust, a Series thereof or the Shareholders by

                                      C-2

<PAGE>

     reason of willful  misfeasance,  bad faith,  gross  negligence  or reckless
     disregard  of the duties  involved in the conduct of his office;  (ii) with
     respect to any matter as to which he shall  have been  finally  adjudicated
     not to have acted in good faith in the  reasonable  belief  that his action
     was in the best  interest  of the Trust or a Series  thereof;  (iii) in the
     event  of  a  settlement  or  other   disposition  not  involving  a  final
     adjudication  resulting in a payment by a Trustee or officer,  unless there
     has been a  determination  that such  Trustee or officer  did not engage in
     willful  misfeasance,  bad faith, gross negligence or reckless disregard of
     the duties  involved  in the  conduct of his office by (A) a court by (B) a
     majority of the Non- interested  trustees or independent legal counsel,  or
     (C) a vote of the majority of the Fund's outstanding shares.

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

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

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

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

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


                                      C-3

<PAGE>

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

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

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

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

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

                                      C-4

<PAGE>

of  appropriate  jurisdiction  the  question  whether  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 28.  Business and other Connections of Investment Adviser

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

Item 29.  Principal Underwriters

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

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















                                      C-5

<PAGE>

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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


                                      C-6
<PAGE>


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

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

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

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

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

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

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

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


                                      C-7

<PAGE>

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

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

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

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

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

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

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

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

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

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


                                      C-8

<PAGE>

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

Griselda Lyman                              Vice President                           None
101 Huntington Avenue
Boston, Massachusetts

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

     (c) None.

Item 30.  Location of Accounts and Records

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

Item 31.  Management Services

     Not applicable.

Item 32.  Undertakings

     (a) Not applicable.

     (b) Not applicable.

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















                                      C-9
<PAGE>

                                   SIGNATURES


     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized,  in the City of Boston, and the Commonwealth of Massachusetts on the
13th day of September, 1996.

                                           JOHN HANCOCK TECHNOLOGY SERIES, INC.

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

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

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


/s/James B. Little       
- ------------------------        Senior Vice President and Chief               September 13, 1996
James B. Little                  Financial Officer (Principal                                   
                              Financial and Accounting Officer)                                
                                   

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

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

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

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

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

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

                                      C-10
<PAGE>




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

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


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

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

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

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



By:      /s/Susan S. Newton                                                   September 13, 1996
         ------------------
         Susan S. Newton,
         Attorney-in-Fact
         Powers of Attorney dated
         June 25, 1996, filed herewith
</TABLE>










                                      C-11
<PAGE>


                                             John Hancock Global Technology Fund
                                             John Hancock Emerging Growth Fund
                                           

                                POWER OF ATTORNEY

     The undersigned Trustee/Director of each of the above listed Trusts, each a
Massachusetts  business trust, and  Corporations,  each a Maryland  Corporation,
does hereby severally  constitute and appoint EDWARD J. BOUDREAU,  JR., SUSAN S.
NEWTON, AND JAMES B. LITTLE,  and each acting singly, to be my true,  sufficient
and lawful  attorneys,  with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any Registration
Statement on Form N-1A and any  Registration  Statement on Form N-14 to be filed
by the Trust under the  Investment  Company Act of 1940,  as amended  (the "1940
Act"),  and under the Securities  Act of 1933, as amended (the "1933 Act"),  and
any and all  amendments  to said  Registration  Statements,  with respect to the
offering of shares and any and all other documents and papers relating  thereto,
and  generally to do all such things in my name and on my behalf in the capacity
indicated  to enable the Trust to comply with the 1940 Act and the 1933 Act, and
all requirements of the Securities and Exchange  Commission  thereunder,  hereby
ratifying and  confirming my signature as it may be signed by said  attorneys or
each of them to any  such  Registration  Statements  and any and all  amendments
thereto.

     IN WITNESS  WHEREOF,  I have hereunder set my hand on this Instrument as of
the 25th day of June, 1996.


/s/Edward J. Boudreau, Jr.                        /s/Leo E. Linbeck, Jr.
- -----------------------------                     --------------------------
Edward J. Boudreau, Jr.                           Leo E. Linbeck, Jr.


/s/ James F. Carlin                               /s/Patricia P. McCarter
- -----------------------------                     --------------------------
James F. Carlin                                   Patricia P. McCarter

     
/s/ William H. Cunningham                         /s/Steven R. Pruchansky
- -----------------------------                     --------------------------
William H. Cunningham                             Steven R. Pruchansky


/s/Charles F. Fretz                               /s/Richard S. Scipione
- -----------------------------                     --------------------------
Charles F. Fretz                                  Richard S. Scipione


/s/Harold R. Hiser, Jr.                           /s/Norman H. Smith
- -----------------------------                     --------------------------
Harold R. Hiser, Jr.                              Norman H. Smith


/s/Anne C. Hodsdon                                /s/John P. Toolan
- -----------------------------                     --------------------------
Anne C. Hodsdon                                   John P. Toolan


/s/Charles L. Ladner
- -----------------------------
Charles L. Ladner


                                      C-12
<PAGE>

                                   SIGNATURES


     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized,  in the City of Boston, and the Commonwealth of Massachusetts on the
13th day of September, 1996.

                                           JOHN HANCOCK SERIES TRUST

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

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

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


/s/James B. Little       
- ------------------------        Senior Vice President and Chief               September 13, 1996
James B. Little                  Financial Officer (Principal                                   
                              Financial and Accounting Officer)                                
                                   

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

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

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

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

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

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

                                      C-13
<PAGE>


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

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


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

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

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

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



By:      /s/Susan S. Newton                                                   September 13, 1996
         ------------------
         Susan S. Newton,
         Attorney-in-Fact
         Powers of Attorney dated
         September 10, 1996, filed herewith
</TABLE>














                                      C-14
<PAGE>

                            JOHN HANCOCK SERIES TRUST



                                POWER OF ATTORNEY

         The  undersigned  Trustee of the above listed  Trust,  a  Massachusetts
business trust, does hereby severally constitute and appoint EDWARD J. BOUDREAU,
JR.,  SUSAN S. NEWTON,  AND JAMES B. LITTLE,  and each acting  singly,  to be my
true, sufficient and lawful attorneys, with full power to each of them, and each
acting singly,  to sign for me, in my name and in the capacity  indicated below,
any Registration  Statement on Form N-1A and any Registration  Statement on Form
N-14 to be filed by the  Trust  under the  Investment  Company  Act of 1940,  as
amended (the "1940 Act"),  and under the Securities Act of 1933, as amended (the
"1933 Act"), and any and all amendments to said  Registration  Statements,  with
respect to the  offering  of shares and any and all other  documents  and papers
relating  thereto,  and  generally  to do all such  things  in my name and on my
behalf in the capacity indicated to enable the Trust to comply with the 1940 Act
and the 1933 Act, and all requirements of the Securities and Exchange Commission
thereunder,  hereby ratifying and confirming my signature as it may be signed by
said attorneys or each of them to any such  Registration  Statements and any and
all amendments thereto.

         IN WITNESS WHEREOF,  I have hereunder set my hand on this Instrument as
of the 10th day of September, 1996.


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


                                              /s/James F. Carlin
                                              James F. Carlin


                                              /s/William H. Cunningham
                                              William H. Cunningham


                                              /s/Charles F. Fretz
                                              Charles F. Fretz


                                              /s/Harold R. Hiser, Jr.
                                              Harold R. Hiser, Jr.


                                              /s/Anne C. Hodsdon
                                              Anne C. Hodsdon


                                      C-15
<PAGE>

                                              /s/Charles L. Ladner
                                              Charles L. Ladner


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


                                              /s/Patricia P. McCarter
                                              Patricia P. McCarter


                                              /s/Steven R. Pruchansky
                                              Steven R. Pruchansky


                                              /s/Richard S. Scipione
                                              Richard S. Scipione


                                              /s/Norman H. Smith
                                              Norman H. Smith


                                              /s/John P. Toolan
                                              John P. Toolan


                                      C-16
<PAGE>


                            John Hancock Series Trust

                                 EXHIBIT INDEX


Exhibit No.                            Exhibit Description

99.B1           Articles of Incorporation of Registrant dated December 8, 1993.*

99B.1.1         Articles Supplementary dated December 8, 1993.*

99B1.2          Articles Supplementary dated December 4, 1994.*

99.B2           Amended By-Laws of Registrant as of November 30, 1993.*

99.B4           Specimen share certificate for the Registrant.*

99.B5           Investment Management Contract between Registrant and John 
                Hancock Advisers, Inc. dated December 6, 1991 as amended January
                1, 1994.*

99.B5.1         Sub-Advisery Agreement between Registrant and American Fund 
                Advisor, Inc.*

99.B6           Distribution Agreement with Registrant and John Hancock Broker 
                Distribution Services, Inc. dated December 6, 1991.*

99.B6.1         Form of Soliciting Dealer Agreement between John Hancock Broker
                Distribution Services, Inc. and Selected Dealers.*

99.B6.2         Form of Financial Institution Sales and Service Agreement.*

99.B7           None

99.B8           Master Custodian Agreement between John Hancock Mutual Funds and
                Investors Bank and Trust Company dated December 15, 1992.*

99.B9           Transfer Agency Agreement between Registrant and John Hancock 
                Fund Services, Inc. dated December 6, 1991.*

99.B10          None

99.B11          Auditor's Consents.+

99.B12          Not Applicable

99.B13          None

99.B14          None

<PAGE>

Exhibit No.                         Exhibit Description


99.B15          Class A Distribution Plan between John Hancock Global Technology
                Fund dated July 28, 1995 and John Hancock Funds, Inc.**

99.B15.1        Class B Distribution Plan between John Hancock Global Technology
                Fund dated July 28, 1995 and John Hancock Funds, Inc.**

99.B16          Schedule of Computation of Yield and Total Return.*

27.1A           Global Technology - Annual+
27.1B           Global Technology - Annual+
27.2A           Global Technology - Semi-Annual+
27.2B           Global Technology - Semi-Annual+
27.3A           Emerging Growth- Annual+
27.3B           Emerging Growth - Annual+
27.4A           Emerging Growth - Semi-Annual+
27.4B           Emerging Growth - Semi-Annual+


*    Previously filed  electronically  with  Post-effective  amendment number 24
     (file no.  8-113392  and  2-75807)  on April  26,  1995,  accession  number
     0000950135-95-00100.

**   Previously filed  electronically  with  Post-Effective  Amendment number 25
     (file nos.  811-3392  and  2-75807)  on April 29,  1996,  accession  number
     0001010521-96-000047.

+    Filed herewith.



               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We  consent  to the  references  to  our  firm  under  the  captions  "Financial
Highlights" for Emerging Growth Fund in the John Hancock Growth Funds Prospectus
and "Independent Auditors" in the John Hancock Emerging Growth Funds Class A and
Class B Shares Statement of Additional  Information in Post-Effective  amendment
No. 27 to the Registration  Statement (Form N-1A, No. 2-75808) dated December 2,
1996.

We also consent to this  incorporation by reference  therein of our report dated
December  15, 1995,  with  respect to the  financial  statements  and  financial
highlights  of the John  Hancock  Emerging  Growth  Fund (one of the  portfolios
constituting John Hancock Series Trust) in this Form N-1A.



                                                     /s/ERNST & YOUNG LLP
                                                     ERNST & YOUNG LLP

Boston, Massachusetts
September 11, 1996

<PAGE>

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby  consent to the  incorporation  by  reference  in the  Prospectus  and
Statement of Additional  Information  constituting  parts of this Post Effective
Amendment No. 27 to the Registration  Statement on Form N-1A (the  "Registration
Statement")  of our report  dated  February 7, 1996,  relating to the  financial
statements  and financial  highlights  appearing in the December 31, 1995 Annual
Report to Shareholders of the John Hancock Global Technology Fund, which is also
incorporated by reference into the  Registration  Statement.  We also consent to
the references to us under the heading "Financial Highlights" in such Prospectus
and under the heading  "Independent  Auditors" in such  Statement of  Additional
Information.



                                             /s/PRICE WATERHOUSE LLP
                                             PRICE WATERHOUSE LLP

Boston, Massachusetts
September 11, 1996


<TABLE> <S> <C>


<ARTICLE> 6

<SERIES>
   <NUMBER> 011
   <NAME> JOHN HANCOCK GLOBAL TECHNOLOGY FUND - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                      125,427,210
<INVESTMENTS-AT-VALUE>                     191,911,514
<RECEIVABLES>                                  456,533
<ASSETS-OTHER>                                  12,505
<OTHER-ITEMS-ASSETS>                        66,484,304
<TOTAL-ASSETS>                             192,380,552
<PAYABLE-FOR-SECURITIES>                     1,234,063
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      391,651
<TOTAL-LIABILITIES>                          1,625,714
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   124,270,534
<SHARES-COMMON-STOCK>                        6,324,664
<SHARES-COMMON-PRIOR>                        2,925,484
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    66,484,304
<NET-ASSETS>                               190,754,838
<DIVIDEND-INCOME>                              248,870
<INTEREST-INCOME>                              749,744
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               2,308,243
<NET-INVESTMENT-INCOME>                    (1,309,629)
<REALIZED-GAINS-CURRENT>                    13,461,306
<APPREC-INCREASE-CURRENT>                   13,067,131
<NET-CHANGE-FROM-OPS>                       25,218,808
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                     9,890,377
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      6,212,134
<NUMBER-OF-SHARES-REDEEMED>                  3,139,612
<SHARES-REINVESTED>                            326,658
<NET-CHANGE-IN-ASSETS>                     129,237,536
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,045,680
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              2,308,243
<AVERAGE-NET-ASSETS>                       105,255,872
<PER-SHARE-NAV-BEGIN>                            17.84
<PER-SHARE-NII>                                 (0.22)
<PER-SHARE-GAIN-APPREC>                           8.53
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         1.64
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              24.51
<EXPENSE-RATIO>                                   1.67
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 012
   <NAME> JOHN HANCOCK GLOBAL TECHNOLOGY FUND - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                      125,427,210
<INVESTMENTS-AT-VALUE>                     191,911,514
<RECEIVABLES>                                  456,533
<ASSETS-OTHER>                                  12,505
<OTHER-ITEMS-ASSETS>                        66,484,304
<TOTAL-ASSETS>                             192,380,552
<PAYABLE-FOR-SECURITIES>                     1,234,063
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      391,651
<TOTAL-LIABILITIES>                          1,625,714
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   124,270,534
<SHARES-COMMON-STOCK>                        1,484,627
<SHARES-COMMON-PRIOR>                          527,263
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    66,484,304
<NET-ASSETS>                               190,754,838
<DIVIDEND-INCOME>                              248,870
<INTEREST-INCOME>                              749,744
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               2,308,243
<NET-INVESTMENT-INCOME>                    (1,309,629)
<REALIZED-GAINS-CURRENT>                    13,461,306
<APPREC-INCREASE-CURRENT>                   13,067,131
<NET-CHANGE-FROM-OPS>                       25,218,808
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                     2,261,154
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,157,727
<NUMBER-OF-SHARES-REDEEMED>                  1,283,970
<SHARES-REINVESTED>                             83,607
<NET-CHANGE-IN-ASSETS>                     129,237,536
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,045,680
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              2,308,243
<AVERAGE-NET-ASSETS>                        22,735,979
<PER-SHARE-NAV-BEGIN>                            17.68
<PER-SHARE-NII>                                 (0.39)
<PER-SHARE-GAIN-APPREC>                           8.43
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         1.64
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              24.08
<EXPENSE-RATIO>                                   2.41
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 021
   <NAME> JOHN HANCOCK GLOBAL TECHNOLOGY FUND - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<INVESTMENTS-AT-COST>                      145,884,494
<INVESTMENTS-AT-VALUE>                     209,084,765
<RECEIVABLES>                                  476,048
<ASSETS-OTHER>                                  11,785
<OTHER-ITEMS-ASSETS>                        63,195,766
<TOTAL-ASSETS>                             209,572,598
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      327,814
<TOTAL-LIABILITIES>                            327,814
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   137,731,702
<SHARES-COMMON-STOCK>                        6,418,214
<SHARES-COMMON-PRIOR>                        6,324,664
<ACCUMULATED-NII-CURRENT>                    (893,846)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      9,211,162
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    63,195,766
<NET-ASSETS>                               209,244,784
<DIVIDEND-INCOME>                              170,487
<INTEREST-INCOME>                              652,555
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,716,888
<NET-INVESTMENT-INCOME>                      (893,846)
<REALIZED-GAINS-CURRENT>                     9,211,162
<APPREC-INCREASE-CURRENT>                  (3,288,538)
<NET-CHANGE-FROM-OPS>                        5,028,778
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,153,217
<NUMBER-OF-SHARES-REDEEMED>                  2,059,667
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      18,489,946
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          874,552
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                       205,553,694
<PER-SHARE-NAV-BEGIN>                            24.51
<PER-SHARE-NII>                                 (0.09)
<PER-SHARE-GAIN-APPREC>                           0.77
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              25.19
<EXPENSE-RATIO>                                   1.55
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 022
   <NAME> JOHN HANCOCK GLOBAL TECHNOLOGY FUND - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<INVESTMENTS-AT-COST>                      145,884,494
<INVESTMENTS-AT-VALUE>                     209,084,765
<RECEIVABLES>                                  476,048
<ASSETS-OTHER>                                  11,785
<OTHER-ITEMS-ASSETS>                        63,195,766
<TOTAL-ASSETS>                             209,572,598
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      327,814
<TOTAL-LIABILITIES>                            327,814
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   137,731,702
<SHARES-COMMON-STOCK>                        1,928,055
<SHARES-COMMON-PRIOR>                        1,484,627
<ACCUMULATED-NII-CURRENT>                    (893,846)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      9,211,162
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    63,195,766
<NET-ASSETS>                               209,244,784
<DIVIDEND-INCOME>                              170,487
<INTEREST-INCOME>                              652,555
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,716,888
<NET-INVESTMENT-INCOME>                      (893,846)
<REALIZED-GAINS-CURRENT>                     9,211,162
<APPREC-INCREASE-CURRENT>                  (3,288,538)
<NET-CHANGE-FROM-OPS>                        5,028,778
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
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<NUMBER-OF-SHARES-SOLD>                        943,489
<NUMBER-OF-SHARES-REDEEMED>                    500,061
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<NET-CHANGE-IN-ASSETS>                      18,489,946
<ACCUMULATED-NII-PRIOR>                              0
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</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6

<SERIES>
   <NUMBER> 031
   <NAME> JOHN HANCOCK EMERGING GROWTH FUND - A
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               OCT-31-1995
<INVESTMENTS-AT-COST>                      328,885,300
<INVESTMENTS-AT-VALUE>                     574,927,900
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<ASSETS-OTHER>                                 517,792
<OTHER-ITEMS-ASSETS>                       245,565,411
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<SHARES-COMMON-STOCK>                        4,973,680
<SHARES-COMMON-PRIOR>                        4,886,971
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<ACCUMULATED-NET-GAINS>                    (6,469,900)
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<ACCUM-APPREC-OR-DEPREC>                   245,565,411
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<DIVIDEND-INCOME>                            2,174,731
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<NET-INVESTMENT-INCOME>                    (6,156,730)
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<ACCUMULATED-NII-PRIOR>                              0
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<EXPENSE-RATIO>                                   1.38
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</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 032
   <NAME> JOHN HANCOCK EMERGING GROWTH FUND - B
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               OCT-31-1995
<INVESTMENTS-AT-COST>                      328,885,300
<INVESTMENTS-AT-VALUE>                     574,927,900
<RECEIVABLES>                                2,319,284
<ASSETS-OTHER>                                 517,792
<OTHER-ITEMS-ASSETS>                       245,565,411
<TOTAL-ASSETS>                             577,287,787
<PAYABLE-FOR-SECURITIES>                     3,706,000
<SENIOR-LONG-TERM-DEBT>                              0
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<PAID-IN-CAPITAL-COMMON>                   333,863,246
<SHARES-COMMON-STOCK>                       11,309,413
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<ACCUMULATED-NET-GAINS>                    (6,469,900)
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<NET-INVESTMENT-INCOME>                    (6,156,730)
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<INTEREST-EXPENSE>                                   0
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<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 041
   <NAME> JOHN HANCOCK EMERGING GROWTH FUND - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-START>                             NOV-01-1995
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                      346,329,665
<INVESTMENTS-AT-VALUE>                     696,144,885
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<TOTAL-ASSETS>                             710,322,763
<PAYABLE-FOR-SECURITIES>                    16,042,801
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    4,794,284
<TOTAL-LIABILITIES>                         20,837,085
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   354,995,630
<SHARES-COMMON-STOCK>                        5,268,135
<SHARES-COMMON-PRIOR>                        4,973,680
<ACCUMULATED-NII-CURRENT>                  (3,834,344)
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<DIVIDEND-INCOME>                            1,162,154
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<NET-INVESTMENT-INCOME>                    (3,834,344)
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<APPREC-INCREASE-CURRENT>                  100,941,489
<NET-CHANGE-FROM-OPS>                       95,394,537
<EQUALIZATION>                                       0
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<NUMBER-OF-SHARES-SOLD>                      4,676,275
<NUMBER-OF-SHARES-REDEEMED>                  4,381,820
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<ACCUMULATED-NII-PRIOR>                              0
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<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              5,343,588
<AVERAGE-NET-ASSETS>                       603,769,266
<PER-SHARE-NAV-BEGIN>                            36.09
<PER-SHARE-NII>                                 (0.15)
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<PER-SHARE-NAV-END>                              41.96
<EXPENSE-RATIO>                                   1.30
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 042
   <NAME> JOHN HANCOCK EMERGING GROWTH FUND - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-START>                             NOV-01-1995
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                      346,329,665
<INVESTMENTS-AT-VALUE>                     696,144,885
<RECEIVABLES>                               14,102,000
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<TOTAL-ASSETS>                             710,322,763
<PAYABLE-FOR-SECURITIES>                    16,042,801
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    4,794,284
<TOTAL-LIABILITIES>                         20,837,085
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   354,995,630
<SHARES-COMMON-STOCK>                       11,618,706
<SHARES-COMMON-PRIOR>                       11,309,413
<ACCUMULATED-NII-CURRENT>                  (3,834,344)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (8,182,508)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                   346,506,900
<NET-ASSETS>                               689,485,678
<DIVIDEND-INCOME>                            1,162,154
<INTEREST-INCOME>                              347,090
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<EXPENSES-NET>                               5,343,588
<NET-INVESTMENT-INCOME>                    (3,834,344)
<REALIZED-GAINS-CURRENT>                   (1,712,608)
<APPREC-INCREASE-CURRENT>                  100,941,489
<NET-CHANGE-FROM-OPS>                       95,394,537
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
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<NUMBER-OF-SHARES-SOLD>                      3,738,285
<NUMBER-OF-SHARES-REDEEMED>                  3,428,992
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     116,526,921
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<ACCUMULATED-GAINS-PRIOR>                  (6,469,900)
<OVERDISTRIB-NII-PRIOR>                              0
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<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              5,343,588
<AVERAGE-NET-ASSETS>                       603,769,266
<PER-SHARE-NAV-BEGIN>                            34.79
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<EXPENSE-RATIO>                                   2.00
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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