HANCOCK JOHN SERIES TRUST
497, 1997-12-12
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JOHN HANCOCK

International/
Global Funds

[Graphic]

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Prospectus

   
March 1, 1997*
    

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.

   
*Revised December 8, 1997
    

Growth

Global 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

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A fund-by-fund look at goals,      [Clip art] Growth
strategies, risks, expenses
and financial history.             Global Fund                                4

                                   Global Rx Fund                             6

                                   Global Technology Fund                     8

                                   International Fund                        10

                                   Pacific Basin Equities Fund               12

                                   [Clip art] Income

                                   Short-Term Strategic Income Fund          14

                                   World Bond Fund                           16

Policies and instructions for      Your account
opening, maintaining and closing   Choosing a share class                    18
an account in any                  How sales charges are calculated          18
international/global fund.         Sales charge reductions and waivers       19
                                   Opening an account                        20
                                   Buying shares                             21
                                   Selling shares                            22
                                   Transaction policies                      24
                                   Dividends and account policies            24
                                   Additional investor services              25

Details that apply to the          Fund details
inter national/global funds as     Business structure                        26
a group.                           Sales compensation                        27
                                   More about risk                           29

                                   For more information              back cover
    
<PAGE>

Overview

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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 has its own strategy and 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
$22 billion in assets.
    

FUND INFORMATION KEY

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

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

[Clip art] 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.

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

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

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

[Clip art] 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: JOHN HANCOCK INVESTMENT TRUST III
                                 TICKER SYMBOL    CLASS A: JHGAX  CLASS B: FGLOX
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GOAL AND STRATEGY

[Clip art] 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

[Clip art] 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

[Clip art] 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 29. 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

[Clip art] Miren Etcheverry, John L.F. Wills, and Gerardo J. Espinoza lead the
portfolio management team. Ms. Etcheverry and Mr. Espinoza are senior vice
presidents and joined John Hancock Funds in December 1996, having been in the
investment business since 1978 and 1979, respectively. Mr. Wills is a senior
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.

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INVESTOR EXPENSES

[Clip art] 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)                                 0.88%          0.88%
12b-1 fee(4)                                      0.30%          1.00%
Other expenses                                    0.63%          0.63%
Total fund operating expenses                     1.81%          2.51%
    

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     $104    $143    $252
Class B shares
   Assuming redemption
   at end of period                $75     $108    $154    $267
   Assuming no redemption          $25     $78     $134    $267
    

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>

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FINANCIAL HIGHLIGHTS

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

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

<TABLE>
<S>                                           <C>       <C>         <C>   <C>    <C>      <C>    <C>     <C>    <C>   <C>     <C>
Volatility, as indicated by Class B
year-by-year total investment return (%)      35.42(4)  (16.97)(4)  7.05  30.22  (10.42)  14.04  (3.85)  34.95  7.97  (1.01)  9.10
(scale varies from fund to fund)
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                               10/92(1)          10/93          10/94          10/95          10/96
- ------------------------------------------------------------------------------------------------------------------------------
<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)(2)      (0.10)(2)      (0.07)(2)      (0.03)(2)      (0.02)(2)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions            (0.72)          3.85           1.24          (0.13)          1.20
Total from investment operations                         (0.76)          3.75           1.17          (0.16)          1.18
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         $12.97
Total investment return at net asset value(3) (%)        (6.72)(4)      35.55           8.64          (0.37)          9.87
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)            76,980         90,787        100,973         93,597         94,746
Ratio of expenses to average net assets (%)               2.47(5)        2.12           1.98           1.87           1.88
Ratio of net investment income (loss) to average
net assets (%)                                           (0.60)(5)      (0.86)         (0.54)         (0.23)         (0.19)
Portfolio turnover rate (%)                                 69            108             61             60             98
Average brokerage commission rate(6) ($)                   N/A            N/A            N/A            N/A         0.0221

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                               5/87(7)       10/87(8)       10/88    10/89    10/90       10/91
- ------------------------------------------------------------------------------------------------------------------------------
<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)(2)
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      $10.92
Total investment return at net asset value(3) (%)       35.42(4)      (16.97)(4)    7.05    30.22   (10.42)      14.04
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)           62,264         50,883      34,380   35,596   33,281      28,686
Ratio of expenses to average net assets (%)              2.38(5)        2.56(5)     2.55     2.30     2.46        2.60
Ratio of net investment income (loss) to average
net assets (%)                                           0.99(5)       (0.78)(5)    0.09    (0.47)   (0.59)      (0.12)
Portfolio turnover rate (%)                                91             81         142      138       58         106
Average brokerage commission rate(6) ($)                  N/A            N/A         N/A      N/A      N/A         N/A

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                               10/92          10/93          10/94          10/95          10/96
- ------------------------------------------------------------------------------------------------------------------------------
<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)(2)      (0.15)(2)      (0.15)(2)      (0.11)(2)      (0.10)(2)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions         (0.30)          3.82           1.22          (0.13)          1.16
Total from investment operations                      (0.42)          3.67           1.07          (0.24)          1.06
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         $12.54
Total investment return at net asset value(3) (%)     (3.85)         34.95           7.97          (1.01)          9.10
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)         11,475         19,340         31,822         24,570         27,599
Ratio of expenses to average net assets (%)            2.68           2.49           2.59           2.57           2.54
Ratio of net investment income (loss) to average
net assets (%)                                        (1.03)         (1.25)         (1.12)         (0.89)         (0.83)
Portfolio turnover rate (%)                              69            108             61             60             98
Average brokerage commission rate(6) ($)                N/A            N/A            N/A            N/A         0.0221
</TABLE>

(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)  For the period September 2, 1986 (commencement of operations) to May 31,
     1987.
(8)  For the period June 1, 1987 to October 31, 1987.


                                                         GROWTH - GLOBAL FUND  5
<PAGE>

Global Rx Fund

REGISTRANT NAME: JOHN HANCOCK WORLD FUND
                                 TICKER SYMBOL    CLASS A: JHGRX  CLASS B: JHRBX
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GOAL AND STRATEGY

[Clip art] 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 invests 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

[Clip art] 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

[Clip art] 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 29.
    

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

[Clip art] Linda I. Miller, CFA, 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

[Clip art] 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 operatingexpenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee                               0.80%          0.80%
12b-1 fee(3)                                 0.30%          1.00%
Other expenses                               0.82%          0.82%
Total fund operating expenses                1.92%          2.62%

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                     $69       $107      $148      $263
Class B shares
  Assuming redemption
  at end of period                 $77       $111      $159      $278
  Assuming no redemption           $27       $ 81      $139      $278

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.


   
6  GROWTH - GLOBAL RX FUND
    
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

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

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

<TABLE>
<S>                                       <C>        <C>   <C>    <C>    <C>    <C>
Volatility, as indicated by Class A
year-by-year total investment return (%)  33.40(5)   0.30  23.39  30.89  18.39  (1.26)(5)
(scale varies from fund to fund)                                                two
                                                                                months
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                      8/92(1)        8/93     8/94        8/95          8/96       10/96(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <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       $25.43
Net investment income (loss)                                   (0.03)      (0.23)   (0.32)      (0.36)(3)     (0.19)(3)    (0.05)(3)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions                   3.37        0.27     3.45        5.46          4.15        (0.27)
Total from investment operations                                3.34        0.04     3.13        5.10          3.96        (0.32)
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        $25.43       $25.11
Total investment return at net asset value(4) (%)              33.40(5)     0.30    23.39       30.89         18.39        (1.26)(5)
Total adjusted investment return at
net asset value(4,6) (%)                                       32.11(5)     0.04       --          --            --            -
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                  14,702      15,647   18,643      24,394        42,405       42,618
Ratio of expenses to average net assets (%)                     1.98(7)     2.50     2.55        2.56          1.80         1.92(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)        (0.75)       (1.04)(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            68           24
Fee reduction per share ($)                                    0.085       0.035       --          --            --            -
Average brokerage commission rate(9) ($)                         N/A         N/A      N/A         N/A        0.0181       0.0726

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                                 8/94(1)      8/95            8/96           10/96(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>            <C>            <C>            <C>
Per share operating performance
Net asset value, beginning of period                                   $17.29         $16.46         $21.35         $24.94
Net investment income (loss)                                            (0.17)(3)      (0.55)(3)      (0.34)(3)      (0.08)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                           (0.66)          5.44           4.07          (0.26)
Total from investment operations                                        (0.83)          4.89           3.73          (0.34)
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         $24.94         $24.60
Total investment return at net asset value(4) (%)                       (4.80)(5)      29.71          17.53          (1.36)(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                            1,071          6,333         36,591         37,521
Ratio of expenses to average net assets (%)                              3.34(7)        3.45           2.42           2.62(7)
Ratio of net investment income (loss) to average net assets (%)         (2.65)(7)      (2.91)         (1.33)         (1.74)(7)
Portfolio turnover rate (%)                                                52             38             68             24
Average brokerage commission rate(9) ($)                                  N/A            N/A         0.0181         0.0726
</TABLE>

(1)  Class A and Class B shares commenced operations on October 1, 1991 and
     March 7, 1994, respectively.
(2)  Effective October 31, 1996, the fiscal year end changed from August 31 to
     October 31.
(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.


   
                                                      GROWTH - GLOBAL RX FUND  7
    
<PAGE>

Global Technology Fund

REGISTRANT NAME: JOHN HANCOCK SERIES TRUST
                                 TICKER SYMBOL    CLASS A: NTTFX  CLASS B: FGTBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clip art] 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 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. Income is a secondary
goal.

PORTFOLIO SECURITIES

[Clip art] 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

[Clip art] 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 29. 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

[Clip art] 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

[Clip art] 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)                                 0.79%          0.79%
12b-1 fee(4)                                      0.30%          1.00%
Other expenses                                    0.48%          0.48%
Total fund operating expenses                     1.57%          2.27%

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       $97       $131      $227
Class B shares
  Assuming redemption
  at end of period                 $73       $101      $142      $243
  Assuming no redemption           $23       $ 71      $122      $243

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.


   
8  GROWTH - GLOBAL TECHNOLOGY FUND
    
<PAGE>

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

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

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

<TABLE>
<S>                                       <C>   <C>   <C>    <C>    <C>      <C>    <C>   <C>    <C>   <C>    <C>
Volatility, as indicated by Class A
year-by-year total investment return (%)  2.98  2.84  10.48  16.61  (18.46)  33.05  5.70  32.06  9.62  46.53  5.22(4)
(scale varies from fund to fund)                                                                               ten
                                                                                                              months
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                    12/86    12/87    12/88    12/89    12/90    12/91    12/92    12/93
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>      <C>      <C>      <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   $12.44   $15.60   $14.94
Net investment income (loss)                                0.14     0.15     0.15     0.10    (0.04)    0.05    (0.15)   (0.21)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions               0.25     0.26     1.32     2.43    (3.09)    4.11     1.00     4.92
Total from investment operations                            0.39     0.41     1.47     2.53    (3.13)    4.16     0.85     4.71
Less distributions:
 Dividends from net investment income                      (0.16)   (0.23)   (0.14)   (0.13)      --    (0.04)      --       --
 Distributions from net realized gain on
 investments and foreign currency transactions                --       --       --    (0.78)   (1.36)   (0.96)   (1.51)   (2.20)
 Total distributions                                       (0.16)   (0.23)   (0.14)   (0.91)   (1.36)   (1.00)   (1.51)   (2.20)
Net asset value, end of period                            $13.80   $13.98   $15.31   $16.93   $12.44   $15.60   $14.94   $17.45
Total investment return at net asset value(3) (%)           2.89     2.84    10.48    16.61   (18.46)   33.05     5.70    32.06
Total adjusted investment return at net asset value(3,5)      --       --       --       --       --       --     5.53       --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)              56,927   44,224   38,594   40,341   28,864   31,580   32,094   41,749
Ratio of expenses to average net assets (%)                 1.75     1.63     1.75     1.90     2.36     2.32     2.05     2.10
Ratio of adjusted expenses to average net assets(7) (%)       --       --       --       --       --       --     2.22       --
Ratio of net investment income (loss) to average
net assets (%)                                              0.77     0.75     0.89     0.60    (0.28)    0.34    (0.88)   (1.49)
Ratio of adjusted net investment income (loss) to
average net assets(7) (%)                                     --       --       --       --       --       --    (1.05)      --
Portfolio turnover rate (%)                                    6        9       12       30       38       67       76       86
Fee reduction per share ($)                                   --       --       --       --       --       --     0.03       --
Average brokerage commission rate(8) ($)                     N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A

<CAPTION>
- --------------------------------------------------------------------------------------------
Class A - period ended:                                     12/94        12/95      10/96(1)
- --------------------------------------------------------------------------------------------
<S>                                                        <C>         <C>          <C>
Per share operating performance
Net asset value, beginning of period                       $17.45      $ 17.84      $ 24.51
Net investment income (loss)                                (0.22)(2)    (0.22)(2)    (0.14)(2)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions                1.87         8.53         1.42
Total from investment operations                             1.65         8.31         1.28
Less distributions:
 Dividends from net investment income                          --           --           --
 Distributions from net realized gain on
 investments and foreign currency transactions              (1.26)       (1.64)          --
 Total distributions                                        (1.26)       (1.64)          --
Net asset value, end of period                             $17.84      $ 24.51      $ 25.79
Total investment return at net asset value(3) (%)            9.62        46.53         5.22(4)
Total adjusted investment return at net asset value(3,5)       --        46.41           --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)               52,193      155,001      166,010
Ratio of expenses to average net assets (%)                  2.16         1.67         1.57(6)
Ratio of adjusted expenses to average net assets(7) (%)        --         1.79           --
Ratio of net investment income (loss) to average
net assets (%)                                              (1.25)       (0.89)       (0.68)(6)
Ratio of adjusted net investment income (loss) to
average net assets(7) (%)                                      --        (1.01)          --
Portfolio turnover rate (%)                                    67           70           64
Fee reduction per share ($)                                    --         0.02(2)        --
Average brokerage commission rate(8) ($)                      N/A          N/A       0.0685

<CAPTION>
- -----------------------------------------------------------------------------------------------------
Class B - period ended:                                            12/94(9)     12/95        10/96(1)
- -----------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>          <C>
Per share operating performance
Net asset value, beginning of period                             $17.24       $17.68       $24.08
Net investment income (loss)                                      (0.35)(2)    (0.39)(2)    (0.28)(2)
Net realized and unrealized gain (loss) on investments             2.05         8.43         1.40
Total from investment operations                                   1.70         8.04         1.12
Less distributions:
 Distributions from net realized gain on investments sold         (1.26)       (1.64)         --
Net asset value, end of period                                   $17.68       $24.08       $25.20
Total investment return at net asset value(3) (%)                 10.02        45.42         4.65(4)
Total adjusted investment return at net asset value(3,5)            --        45.30           --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      9,324       35,754       50,949
Ratio of expenses to average net assets (%)                        2.90(6)      2.41         2.27(6)
Ratio of adjusted expenses to average net assets(7) (%)              --         2.53           --
Ratio of net investment income (loss) to average net assets (%)   (1.98)(6)    (1.62)       (1.38)(6)
Ratio of adjusted net investment income (loss) to
average net assets(7) (%)                                            --        (1.74)          --
Portfolio turnover rate (%)                                          67           70           64
Fee reduction per share ($)                                          --         0.03(2)        --
Average brokerage commission rate(8) ($)                            N/A          N/A       0.0685
</TABLE>

(1)  Effective October 31, 1996, the fiscal year end changed from December 31 to
     October 31.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Not annualized.
(5)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.
(6)  Annualized.
(7)  Unreimbursed, without fee reduction.
(8)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.
(9)  Class B shares commenced operations on January 3, 1994.


   
                                               GROWTH - GLOBAL TECHNOLOGY FUND 9
    
<PAGE>

International Fund

   
REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST III
                                    TICKER SYMBOL CLASS A: FINAX  CLASS B: FINBX
- --------------------------------------------------------------------------------
    

GOAL AND STRATEGY

[Clip art] 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 invests 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

[Clip art] 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

   
[Clip art] 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 29. 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

[Clip art] Miren Etcheverry, John L.F. Wills, and Gerardo J. Espinoza lead the
fund's portfolio management team. Ms. Etcheverry and Mr. Espinoza are senior
vice presidents and joined John Hancock Funds in December 1996, having been in
the investment business since 1978 and 1979, respectively. Mr. Wills is a senior
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

[Clip art] Fund investors pay various expenses, either directly or indirectly.
The figures below show the expenses for the past fiscal 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)                   1.45%       1.45%
Total fund operating expenses (after limitation)(3)    1.75%       2.45%
                                                     
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        $102        $140        $246
Class B shares
  Assuming redemption
  at end of period                $75        $106        $151        $261
  Assuming no redemption          $25         $76        $131        $261

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

(1)  Except for investments of $1 million or more; see "How sales charges are
     calculated."
(2)  Does not include wire redemption fee (currently $4.00).
(3)  Reflects the adviser`s agreement to limit expenses (except for 12b-1 and
     transfer agent expenses). Without this limitation, management fees would be
     1.00% for each class, other expenses would be 2.02% for each class and
     total fund operating expenses would be 3.32% for Class A and 4.02% for
     Class B. The adviser may terminate this limitation at any time.
(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.


   
10  GROWTH - INTERNATIONAL FUND
    
<PAGE>


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

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

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

Volatility, as indicated by Class A
year-by-year total investment return (%)   1.77(4)  (4.96)   6.88
(scale varies from fund to fund)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
 Class A - period ended:                                         10/94(1)     10/95         10/96
- ----------------------------------------------------------------------------------------------------
<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(2)     0.04          0.06(2)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                     0.08       (0.47)         0.50
Total from investment operations                                  0.15       (0.43)         0.56
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         $8.70
Total investment return at net asset value(3) (%)                 1.77(4)    (4.96)         6.88
Total adjusted investment return at net asset value(3,5) (%)     (0.52)(4)   (8.12)         5.33
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                     4,426       4,215         5,098
Ratio of expenses to average net assets (%)                       1.50(6)     1.64          1.75
Ratio of adjusted expenses to average net assets(7) (%)           3.79(6)     4.80          3.30
Ratio of net investment income (loss) to average net assets (%)   1.02(6)     0.56          0.68
Ratio of adjusted net investment income (loss) to average
net assets(7) (%)                                                (1.27)(6)   (2.60)        (0.87)
Portfolio turnover rate (%)                                         50          69            83
Fee reduction per share ($)                                       0.16(2)     0.25(2)       0.14(2)
Average brokerage commission rate(8) ($)                           N/A         N/A        0.0192

<CAPTION>
- ----------------------------------------------------------------------------------------------------
Class B - period ended:                                         10/94(1)     10/95         10/96
- ----------------------------------------------------------------------------------------------------
<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(2)    (0.03)         0.00(2,9)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                     0.09       (0.48)         0.50
Total from investment operations                                  0.11       (0.51)         0.50
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         $8.55
Total investment return at net asset value(3) (%)                 1.29(4)    (5.89)         6.21
Total adjusted investment return at net asset value(3,5) (%)     (1.00)(4)   (9.05)         4.66
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                     3,948       3,990         8,175
Ratio of expenses to average net assets (%)                       2.22(6)     2.52          2.45
Ratio of adjusted expenses to average net assets(7) (%)           4.51(6)     5.68          4.00
Ratio of net investment income (loss) to average net assets (%)   0.31(6)    (0.37)         0.02
Ratio of adjusted net investment income (loss) to average
net assets(7) (%)                                                (1.98)(6)   (3.53)        (1.53)
Portfolio turnover rate (%)                                         50          69            83
Fee reduction per share ($)                                       0.16(2)     0.25(2)       0.14(2)
Average brokerage commission rate(8) ($)                           N/A         N/A        0.0192
</TABLE>

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


   
                                                  GROWTH - INTERNATIONAL FUND 11
    
<PAGE>

Pacific Basin Equities Fund

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

GOAL AND STRATEGY

[Clip art] The fund seeks long-term growth of capital. To pursue this goal, the
fund invests primarily in a diversified portfolio of stocks of Pacific Basin
companies. The Pacific Basin includes countries bordering the Pacific Ocean.
Under normal circumstances, the fund invests 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

[Clip art] 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

[Clip art] 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 29. 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

[Clip art] 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

[Clip art] 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                                         1.10%       1.10%
Total fund operating expenses                          2.20%       2.90%
                                                   
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                    $71        $115        $162        $291
Class B shares
  Assuming redemption
  at end of period                $79        $120        $173        $306
  Assuming no redemption          $29         $90        $153        $306

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.


   
12 GROWTH - PACIFIC BASIN EQUITIES FUND
    
<PAGE>

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

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

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

<TABLE>
<CAPTION>
<S>                                       <C>        <C>    <C>     <C>     <C>     <C>    <C>    <C>     <C>   <C>  
Volatility, as indicated by Class A
year-by-year total investment return (%)  (3.61)(6)  18.06  (0.44)  (2.15)  (1.99)  49.61  22.82  (7.65)  4.47  (1.83)(6)
(scale varies from fund to fund)                                                                                   two
                                                                                                                  months
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                         8/88(1)       8/89        8/90        8/91        8/92
- --------------------------------------------------------------------------------------------------------------------------
<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

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                           8/93        8/94        8/95          8/96      10/96(2)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>         <C>         <C>           <C>         <C>
Per share operating performance
Net asset value, beginning of period                             $8.87      $13.27      $15.88        $14.11      $14.74
Net investment income (loss)                                     (0.11)(3)   (0.10)(3)    0.02(3,4)    (0.02)(3)   (0.02)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                     4.51        3.12       (1.24)         0.65       (0.25)
Total from investment operations                                  4.40        3.02       (1.22)         0.63       (0.27)
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        $14.74      $14.47
Total investment return at net asset value(5) (%)                49.61       22.82       (7.65)         4.47       (1.83)(6)
Total adjusted investment return at net asset value(5,7) (%)     48.31          --          --            --          --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                    14,568      50,261      37,417        41,951      38,694
Ratio of expenses to average net assets (%)                       2.94        2.43        2.05          1.97        2.21(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)      (0.15)      (0.83)(8)
Ratio of adjusted net investment income (loss) to average
net assets(9) (%)                                                (2.28)         --          --            --          --
Portfolio turnover rate (%)                                        171          68          48            73          15
Fee reduction per share ($)                                       0.14(3)       --          --            --          --
Average brokerage commission rate(10) ($)                          N/A         N/A         N/A        0.0183      0.0221

<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Class B - period ended:                                          8/94(1)      8/95        8/96      10/96(2)
- --------------------------------------------------------------------------------------------------------------
<S>                                                             <C>         <C>         <C>         <C>
Per share operating performance
Net asset value, beginning of period                            $15.11      $15.84      $13.96      $14.49
Net investment income (loss)                                     (0.09)(3)   (0.09)(3)   (0.13)(3)   (0.04)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                     0.82       (1.24)       0.66       (0.25)
Total from investment operations                                  0.73       (1.33)       0.53       (0.29)
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      $14.49      $14.20
Total investment return at net asset value(5) (%)                (4.83)(6)   (8.38)       3.80       (2.00)(6)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                     9,480      14,368      32,342      30,147
Ratio of expenses to average net assets (%)                       3.00(8)     2.77        2.64        2.90(8)
Ratio of net investment income (loss) to average net assets (%)  (1.40)(8)   (0.66)      (0.86)      (1.52)(8)
Portfolio turnover rate (%)                                         68          48          73          15
Average brokerage commission rate(10) ($)                          N/A         N/A      0.0183      0.0221
</TABLE>

(1)  Class A and Class B shares commenced operations on September 8, 1987 and
     March 7, 1994, respectively.
(2)  Effective October 31, 1996, the fiscal year end changed from August 31 to
     October 31.
(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 13
    
<PAGE>

Short-Term Strategic Income Fund

   
REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST III
                                    TICKER SYMBOL CLASS A: JHSAX  CLASS B: FRSWX
- --------------------------------------------------------------------------------
    

GOAL AND STRATEGY

[Clip art] 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 invests 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

[Clip art] 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

[Clip art] 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 29.
    

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

   
[Clip art] 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 vice president, joined
John Hancock Funds in August 1995 and has been in the investment business since
1990.
    

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

INVESTOR EXPENSES

[Clip art] 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                                         0.52%       0.52%
Total fund operating expenses                          1.47%       2.17%
                                                    
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                    $45         $75        $108        $200
Class B shares
  Assuming redemption
  at end of period                $52         $88        $116        $209
  Assuming no redemption          $22         $68        $116        $209

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.


   
14 INCOME - SHORT-TERM STRATEGIC INCOME FUND
    
<PAGE>

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

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

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

Volatility, as indicated by Class B
year-by-year total investment return (%)  8.85(4)  0.64  5.98  1.93  7.97  7.89
(scale varies from fund to fund)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                            10/92(1)     10/93       10/94       10/95       10/96
- -------------------------------------------------------------------------------------------------------------------------
<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(2)     0.76(2)     0.77(2)     0.65
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                       (0.55)      (0.20)      (0.53)      (0.06)       0.05
Total from investment operations                                     0.10        0.63        0.23        0.71        0.70
Less distributions:
 Dividends from net investment income                               (0.64)      (0.83)      (0.62)      (0.61)      (0.57)
 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)      (0.08)
 Total distributions                                                (0.64)      (0.83)      (0.88)      (0.77)      (0.65)
Net asset value, end of period                                      $9.32       $9.12       $8.47       $8.41       $8.46
Total investment return at net asset value(3) (%)                    1.16(4)     6.78        2.64        8.75        8.60
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                       20,468      11,130      13,091      16,997      49,338
Ratio of expenses to average net assets (%)                          1.37(4)     1.21        1.26        1.33        1.48
Ratio of net investment income (loss) to average net assets (%)      8.09(4)     8.59        8.71        9.13        7.59
Portfolio turnover rate (%)                                            86         306         150         147          77

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                               10/91(1)       10/92     10/93      10/94     10/95     10/96
- -----------------------------------------------------------------------------------------------------------------------------------
<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(2)    0.70(2)   0.70(2)   0.59
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                            0.01        (0.80)    (0.20)     (0.53)    (0.06)     0.05
Total from investment operations                                         0.77         0.07      0.55       0.17      0.64      0.64
Less distributions:
 Dividends from net investment income                                   (0.76)       (0.77)    (0.75)     (0.56)    (0.56)    (0.52)
 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)    (0.07)
 Total distributions                                                    (0.76)       (0.77)    (0.75)     (0.82)    (0.70)    (0.59)
Net asset value, end of period                                         $10.01        $9.31     $9.11      $8.46     $8.40     $8.45
Total investment return at net asset value(3) (%)                        8.85(4)      0.64      5.98       1.93      7.97      7.89
Total adjusted investment return at net asset value(3,5) (%)             8.81(4)        --        --         --        --        --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                          218,562      236,059   142,873     98,390    84,601    48,137
Ratio of expenses to average net assets (%)                              1.89(4)      2.07      2.01       1.99      2.07      2.12
Ratio of adjusted expenses to average net assets(6) (%)                  1.93(4)        --        --         --        --        --
Ratio of net investment income to average net assets (%)                 8.72(4)      8.69      7.81       8.00      8.40      7.07
Ratio of adjusted net investment income to average net assets(6) (%)     8.68(4)        --        --         --        --        --
Portfolio turnover rate (%)                                                22           86       306        150       147        77
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)  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)  Annualized.
(5)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.
(6)  Unreimbursed, without fee reduction.


   
                                    INCOME - SHORT-TERM STRATEGIC INCOME FUND 15
    
<PAGE>

World Bond Fund

   
REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST III
                                    TICKER SYMBOL CLASS A: FGLAX  CLASS B: FGLIX
- --------------------------------------------------------------------------------
    

GOAL AND STRATEGY

[Clip art] 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

[Clip art] 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

[Clip art] 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 29.
    

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

   
[Clip art] 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 vice president, joined
John Hancock Funds in August 1995 and has been in the investment business since
1990.
    

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

INVESTOR EXPENSES

[Clip art] 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                                         0.54%       0.54%
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                    $60         $93        $128        $225
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 INCOME - WORLD BOND FUND
    
<PAGE>

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

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

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

<TABLE>
<S>                                       <C>       <C>      <C>    <C>   <C>    <C>    <C>   <C>   <C>     <C>    <C>
Volatility, as indicated by Class B
year-by-year total investment return (%)  65.96(4)  1.59(4)  20.09  5.47  11.84  10.44  1.72  6.77  (1.88)  11.51  4.78
(scale varies from fund to fund)
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Class A - period ended:                            10/92(1)     10/93    10/94       10/95       10/96
- ------------------------------------------------------------------------------------------------------
<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(2)     0.57(2)     0.51(2)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions       (0.74)      (0.10)   (0.78)       0.48       (0.02)
Total from investment operations                    (0.10)       0.66    (0.14)       1.05        0.49
Less distributions:
 Dividends from net investment income               (0.71)      (0.38)   (0.11)      (0.59)      (0.50)
 Distributions in excess of net investment income      --       (0.04)      --          --          --
 Distributions from capital paid-in                    --       (0.38)   (0.52)      (0.01)      (0.01)
 Total distributions                                (0.71)      (0.80)   (0.63)      (0.60)      (0.51)
Net asset value, end of period                      $9.76       $9.62    $8.85       $9.30       $9.28
Total investment return at net asset value(3) (%)   (0.88)(4)    7.14    (1.30)      12.25        5.48
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)       12,880      12,882    8,949      35,334      27,537
Ratio of expenses to average net assets (%)          1.41(4)     1.46     1.59        1.48        1.58
Ratio of net investment income (loss) to average
net assets (%)                                       7.64(4)     7.89     7.00        6.43        5.54
Portfolio turnover rate (%)                           476         363      174         263         214

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                 5/87(5)      10/87(6)       10/88     10/89     10/90     10/91     10/92
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>          <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    $10.44
Net investment income (loss)                               0.31         0.25         0.67      0.83      0.85      0.90      0.78
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                          1.29        (0.18)        1.31     (0.27)     0.28      0.13     (0.59)
Total from investment operations                           1.60         0.07         1.98      0.56      1.13      1.03      0.19
Less distributions:
 Dividends from net investment income                     (0.26)       (0.28)       (0.68)    (0.84)    (0.85)    (0.73)    (0.89)
 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)    (0.89)
Net asset value, end of period                           $10.79       $10.32       $10.98    $10.21    $10.38    $10.44     $9.74
Total investment return at net asset value(3) (%)         65.96(4)      1.59(4)     20.09      5.47     11.84     10.44      1.72
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)             18,253       58,658      174,833   255,214   186,524   192,687   199,102
Ratio of expenses to average net assets (%)                2.41(4)      2.19(4)      1.74      1.75      1.82      1.90      1.91
Ratio of net investment income (loss) to average
net assets (%)                                             8.69(4)      6.32(4)      6.04      8.07      8.67      8.74      7.59
Portfolio turnover rate (%)                                 140(4)       152(4)       364       333       186       159       476

<CAPTION>
- ------------------------------------------------------------------------------------------------------
Class B - period ended:                                   10/93     10/94        10/95        10/96
- ------------------------------------------------------------------------------------------------------
<S>                                                     <C>       <C>           <C>          <C>
Per share operating performance
Net asset value, beginning of period                      $9.74     $9.62        $8.85        $9.30
Net investment income (loss)                               0.72      0.59(2)      0.55(2)      0.45(2)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                         (0.09)    (0.78)        0.44        (0.02)
Total from investment operations                           0.63     (0.19)        0.99         0.43
Less distributions:
 Dividends from net investment income                     (0.33)    (0.06)       (0.53)       (0.44)
 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)       (0.01)
 Total distributions                                      (0.75)    (0.58)       (0.54)        0.45
Net asset value, end of period                            $9.62     $8.85        $9.30        $9.28
Total investment return at net asset value(3) (%)          6.77     (1.88)       11.51         4.78
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)            197,166   114,656       65,600       45,897
Ratio of expenses to average net assets (%)                1.91      2.17         2.16         2.25
Ratio of net investment income (loss) to average
net assets (%)                                             7.45      6.41         6.03         4.87
Portfolio turnover rate (%)                                 363       174          263          214
</TABLE>

(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)  Annualized.
(5)  For the period December 17, 1986 (commencement of operations) to May 31,
     1987.
(6)  For the period June 1, 1987 to October 31, 1987.


   
                                                     INCOME - WORLD BOND FUND 17
    
<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; all
    described below. There are            your money goes to work for you
    several ways to reduce these          right away. o Higher annual
    charges, also described below.        expenses than Class A shares.

o   Lower annual expenses than        o   A deferred sales charge, as
    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.


   
18 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
- --------------------------------------------------------------------------------

                             CDSC on Short-Term            CDSC on all
Years after                  Strategic Income              other fund shares
purchase                     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 Signature Services to add these options (see
the back cover of this prospectus).

   
Group Investment Program A group may be treated as a single purchase under the
accumulation and combination privileges. Each investor has an individual
account, but the group's investments are lumped together for sales charge
purposes, making the investors potentially eligible for reduced sales charges.
There is no charge, no obligation to invest (although initial investments must
total at least $250) and individual investors may close their accounts at any
time.

To utilize: contact your financial representative or Signature Services to
find out how to qualify, or consult the SAI (see the back cover of this
prospectus).
    

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

o   to make payments through certain systematic withdrawal plans

o   to make certain distributions from a retirement plan

o   because of shareholder death or disability

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

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

To utilize: contact your financial representative or Signature Services.


   
                                                                 YOUR ACCOUNT 19
    
<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 from an employee benefit plan into a John
    Hancock fund
    

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
your financial representative or Signature Services, or consult the SAI.

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

1   Read this prospectus carefully.

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

    o   non-retirement account: $1,000

    o   retirement account: $250

    o   group investments: $250

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

   
    o   fee-based clients of selling brokers who placed at least $2 billion in
        John Hancock funds: $500
    

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

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

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


   
20 YOUR ACCOUNT
    
<PAGE>


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

By check

[Clip art] o Make out a check for the           o Make out a check for the
             investment amount, payable           investment amount payable to
             to "John Hancock Signature           "John Hancock Signature
             Services, Inc."                      Services, Inc."

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

                                                o Deliver the check and your
                                                  investment slip or note to
                                                  your financial
                                                  representative, or mail them
                                                  to Signature Services
                                                  (address on next page).

By exchange

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

By wire

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

[Clip art] See "By wire" and "By exchange."     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 Signature Services to
                                                  verify that these features
                                                  are in place on your
                                                  account.

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

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

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

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 21
    
<PAGE>

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

           Designed for                       To sell some or all of your shares

By letter

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

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

                                              o Mail the materials to
                                                Signature Services.

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

By phone

[Clip art] o Most accounts.                   o For automated service 24
                                                hours a day using your
           o Sales of up to $100,000.           touch-tone phone, call the
                                                EASI-Line at
                                                1-800-338-8080.

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

By wire or electronic funds transfer (EFT)

[Clip art] o Requests by letter to sell       o Fill out the "Telephone
             any amount (accounts of any        Redemption" section of your
             type).                             new account application.

           o Requests by phone to sell        o To verify that the
             up to $100,000 (accounts           telephone redemption
             with telephone redemption          privilege is in place on an
             privileges).                       account, or to request the
                                                forms to add it to an
                                                existing account, call
                                                Signature Services.

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

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

By exchange

[Clip art] o Accounts of any type.            o Obtain a current prospectus
                                                for the fund into which you
           o Sales of any amount.               are exchanging by calling
                                                your financial representative
                                                or Signature Services.

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

By check

[Clip art] o Government Income,                o Request checkwriting on your
             Intermediate Maturity               account application.
             Government, Sovereign U.S.
             Government Income and             o Verify that the shares to be
             Strategic Income Funds only.        sold were purchased more than
                                                 10 days earlier or were
           o Any account with checkwriting       purchased by wire.
             privileges.
                                               o Write a check for any amount
           o Sales of over $100.                 over $100.

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

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

                                        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."


   
22 YOUR ACCOUNT
    

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
                                                                      [Clip art]
- --------------------------------------------------------------------------------

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

   
Owners of corporate or                  o Letter of instruction.
association accounts.                   o Corporate resolution, certified
                                          within the past twelve months.
                                        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 accounts.   o Letter of instruction.
                                        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 twelve months.
                                        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            instruction.
account types not listed above.


   
                                                                 YOUR ACCOUNT 23
    
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

       
- --------------------------------------------------------------------------------
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.


   
24 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, Signature Services may charge
you $10 a year to maintain your account. You will not be charged a CDSC if your
account is closed for this reason, and your account will not be closed if its
drop in value is due to fund performance or the effects of sales charges.

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

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

o   Complete the appropriate parts of your account application.

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

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

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

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

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

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

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

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


   
                                                                 YOUR ACCOUNT 25
    
<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, 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").

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

Distribution and
shareholder services

               ---------------------------------------------------
                          Financial services firms and
                              their representatives

                      Advise current and prospective share-
                    holders on their fund investments, often
                  in the context of an overall financial plan.
               ---------------------------------------------------

               ---------------------------------------------------
                              Principal distributor

                            John Hancock Funds, Inc.
                              101 Huntington Avenue
                              Boston, MA 02199-7603

                    Markets the funds and distributes shares
                   through selling brokers, financial planners
                      and other financial representatives.
               ---------------------------------------------------

             -------------------------------------------------------
                                 Transfer agent

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

                 Handles shareholder services, including record-
                keeping and statements, distribution of dividends
                    and processing of buy and sell requests.
             -------------------------------------------------------

Asset management

               ---------------------------------------------------
                                   Subadvisers

                          American Fund Advisors, Inc.
                                1415 Kellum Place
                              Garden City, NY 11530

                              John Hancock Advisers
                             International Limited
                                34 Dover Street
                               London, UK W1X3RA

                         Indosuez Asia Advisers Limited
                              One Exchange Square
                                   Hong Kong

                          Provide portfolio management
                                to certain funds.
               ---------------------------------------------------

                    ----------------------------------------
                               Investment adviser

                           John Hancock Advisers, Inc.
                              101 Huntington Avenue
                              Boston, MA 02199-7603

                         Manages the funds' business and
                             investment activities.
                    ----------------------------------------

                  --------------------------------------------
                                    Custodian

   
                           Investors Bank & Trust Co.
                              200 Clarendon Street
                                Boston, MA 02116
    

                      Holds the funds' assets, settles all
                      portfolio trades and collects most of
                         the valuation data required for
                          calculating each fund's NAV.
                  --------------------------------------------

                    ----------------------------------------
                                    Trustees

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


   
26 FUND DETAILS
    
<PAGE>

Accounting compensation The funds (except for Global Technology) compensate the
adviser for performing tax and financial management services. Annual
compensation is not expected to exceed 0.02% of each fund's average net assets.
Global Technology pays a $100,000 administration fee to the adviser.

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

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

   
- --------------------------------------------------------------------------------
Class B unreimbursed distribution expenses(1)
- --------------------------------------------------------------------------------
                            Unreimbursed   As a % of
Fund                          expenses    net assets
Global                       $  800,320       3.06%
Global Rx                    $  461,009       1.19%
Global Technology            $1,170,398       2.59%
International                $  435,589       3.59%
Pacific Basin Equities       $  979,454       3.04%
Short-Term Strategic Income  $2,532,676       3.87%
World Bond                   $4,967,286       9.07%
    

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

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

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

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


   
                                                                 FUND DETAILS 27
    
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Class A investments
- -----------------------------------------------------------------------------------------------------------------------------
                                                        Maximum
                                Sales charge            reallowance             First year              Maximum
                                paid by investors       or commission           service fee             total compensation(1)
                                (% of offering price)   (% of offering price)   (% of net investment)   (% of offering price)

Short-Term Strategic
Income Fund
<S>                             <C>                     <C>                     <C>                     <C>  
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 or more above that        --                    0.00%                   0.25%                   0.25%
Waiver investments(2)             --                    0.00%                   0.25%                   0.25%

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Class B investments
- -----------------------------------------------------------------------------------------------------------------------------
                                                        Maximum
                                                        reallowance             First year              Maximum
                                                        or commission           service fee             total compensation
                                                        (% of offering price)   (% of net investment)   (% of offering price)
Short-Term Strategic Income Fund
<S>                                                     <C>                     <C>                     <C>
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 pay commissions
when there is no initial sales charge.


   
28 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 that 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 that the
    fund also holds, any loss generated by the derivative should be
    substantially offset by gains on the hedged investment, and vice versa.
    While hedging can reduce or eliminate losses, it can also reduce or
    eliminate gains.

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

Liquidity risk The risk that certain securities may be difficult or impossible
to sell at the time and the price that the seller would like. 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 attributable to government or political
actions, from changes in tax or trade statutes to 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 29
    
<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/semiannual reports.
    

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

   
<TABLE>
<CAPTION>
                                                                                        Pacific  Short-Term
                                                   Global      Global                    Basin    Strategic   World
                                         Global      Rx      Technology  International  Equities   Income      Bond
- -------------------------------------------------------------------------------------------------------------------
<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.                               10       33.3         10           33.3        33.3       10        10

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

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

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

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

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

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

- -------------------------------------------------------------------------------------------------------------------
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.                         o         o           o             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.                         o         o           o             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>
    


   
30 FUND DETAILS
    
<PAGE>

- --------------------------------------------------------------------------------
Higher-risk securities and practices (cont'd)
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                                                        Pacific  Short-Term
                                                   Global      Global                    Basin    Strategic   World
                                         Global      Rx      Technology  International  Equities   Income      Bond
- -------------------------------------------------------------------------------------------------------------------
<S>                                         <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  Speculative. Currency,
   speculative leverage, liquidity
   risks.                                    o         o           o             o           o         o         o

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  Options on securities and indices.
   Interest rate, currency, market,
   hedged or speculative leverage,
   correlation, liquidity, credit,
   opportunity risks.                        o         o           o             o           o         o         o

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.                                       *         *          10(2)          *           *         *         *
</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.
       

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

<TABLE>
<CAPTION>
     Quality rating            Short-Term Strategic         Quality rating            World Bond
     (S&P/Moody's)(2)          Income Fund                  (S&P/Moody's)(2)          Fund 

Investment-Grade Bonds                                 Investment-Grade Bonds
<S>  <C>                       <C>                          <C>                       <C> 
     AAA/Aaa                   12.8%                        AAA/Aaa                   65.7%
     AA/Aa                     26.6%                        AA/Aa                     25.5%
     A/A                        6.0%                        A/A                        2.3%
     BBB/Baa                    7.6%                        BBB/Baa                    0.3%
<CAPTION>
- ---------------------------------------------------    -----------------------------------------
Junk Bonds                                             Junk Bonds                   
<S>  <C>                       <C>                          <C>                       <C> 
     BB/Ba                     26.2%                        BB/Ba                      2.6%
     B/B                       14.9%                        B/B                        1.3%
     CCC/Caa                    1.0%                        CCC/Caa                    0.0%
     CC/Ca                      0.0%                        CC/Ca                      0.0%
     C/C                        0.0%                        C/C                        0.0%
     D                          0.2%                        D                          0.0%
     % of portfolio in bonds   95.3%                        % of portfolio in bonds   97.7%
</TABLE>

o Rated by Standard & Poor's or Moody's      Rated by the adviser 

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


   
                                                                FUND DETAILS  31
    
<PAGE>

For more information

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

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

   
ANNUAL/SEMIANNUAL 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/ semiannual 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/semiannual report or SAI, please
write or call:

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

[LOGO] JOHN HANCOCK FUNDS
       A Global Investment Management Firm

       101 Huntington Avenue
       Boston, Massachusetts 02199-7603

       John Hancock(R)
       Financial Services

   
                                               (C) 1996 John Hancock Funds, Inc.
                                                                     GLIPN 12/97
    

<PAGE>

JOHN HANCOCK

Growth
Funds

[GRAPHIC OMITTED]

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

Prospectus
March 1, 1997*

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)

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.

   
*Revised December 8, 1997

Emerging Growth Fund

Financial Industries Fund
    

Growth Fund

Regional Bank Fund

Special Equities Fund

Special Opportunities 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,      Emerging Growth Fund                  4
strategies, risks, expenses and
financial history.                 Financial Industries Fund             6

                                   Growth Fund                           8

                                   Regional Bank Fund                   10

                                   Special Equities Fund                12

                                   Special Opportunities Fund           14

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

Details that apply to the growth   Fund details
funds as a group.                  Business structure                   23
                                   Sales compensation                   24
                                   More about risk                      26

                                   For more information         back cover
    


<PAGE>

Overview

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

GOAL OF THE GROWTH FUNDS

John Hancock growth funds seek long-term growth by investing primarily in common
stocks. Each fund has its own strategy and 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  have longer time horizons

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

o  want to diversify their portfolios

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

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

Growth funds may NOT be appropriate if you:

o  are investing with a shorter time horizon in mind

o  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 $22 billion in assets.

FUND INFORMATION KEY

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

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

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

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

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

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

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


<PAGE>

Emerging Growth Fund

REGISTRANT NAME: JOHN HANCOCK SERIES TRUST                                
                                TICKER SYMBOL    CLASS A: TAEMX   CLASS B: TSEGX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY
[Clipart]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 invests 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
[Clipart]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 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
[Clipart]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: o may be in the early stages of development o may be dependent on a
small number of products or services o may lack substantial capital reserves o
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 26.
    

PORTFOLIO MANAGEMENT
[Clipart]Bernice S. Behar, CFA, 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.

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

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

- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee                               0.75%     0.75%
12b-1 fee(3)                                 0.25%     1.00%
Other expenses                               0.32%     0.32%
Total fund operating expenses                1.32%     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            $63     $90      $119     $201
Class B shares
  Assuming redemption
  at end of period        $71     $95      $131     $221
  Assuming no redemption  $21     $65      $111     $221

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

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


   
4  EMERGING GROWTH FUND
    
<PAGE>

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

[The table below is represented here as a bar graph.]

<TABLE>
<S>                          <C>   <C>    <C>    <C>      <C>    <C>   <C>    <C>   <C>    <C>
Volatility, as indicated by
Class B year-by-year total
investment return (%)        0.00  33.59  27.40  (11.82)  73.78  6.19  24.53  2.80  33.60  12.48
(scale varies from fund 
to fund)
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                    10/91(1)  10/92    10/93     10/94    10/95(2)   10/96
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>      <C>      <C>      <C>       <C>       <C>    
Per share operating performance
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)    (0.34)
Net realized and unrealized gain (loss) on investments         1.17     1.60     5.45      1.11      9.52      5.13
Total from investment operations                               1.14     1.40     5.29      0.93      9.27      4.79
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    $40.88
Total investment return at net asset value(4) (%)              6.29     7.32    25.68      3.59     34.56     13.27
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                 38,859   46,137   81,263   131,053   179,481   218,497
Ratio of expenses to average net assets (%)                    0.33     1.67     1.40      1.44      1.38      1.32
Ratio of net investment income (loss) to average
          net assets (%)                                      (0.15)   (1.03)   (0.70)    (0.71)    (0.83)    (0.86)
Portfolio turnover rate (%)                                      66       48       29        25        23        44
Average brokerage commission rate(5) ($)                        N/A      N/A      N/A       N/A       N/A    0.0669

- ------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                    10/87(1)      10/88       10/89        10/90        10/91        10/92
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>        <C>          <C>          <C>          <C>   
Per share operating performance
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

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                            10/93     10/94   10/95(2)    10/96    
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>       <C>      <C>       <C>
Per share operating performance                                                                            
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)    (0.60)   
Net realized and unrealized gain                                                                           
         (loss) on investments                                       5.35      1.07      9.20      4.94    
Total from investment operations                                     4.99      0.71      8.75      4.34    
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    $39.13    
Total investment return at net asset                                                                       
         value(4) (%)                                               24.53      2.80     33.60     12.48    
Total adjusted investment return at net asset                                                              
         value(4,6) (%)                                                --        --        --        --    
Ratios and supplemental data                                                                               
Net assets, end of period (000s omitted) ($)                      219,484   283,435   393,478   451,268    
Ratio of expenses to average net assets (%)                          2.28      2.19      2.11      2.05    
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)    (1.59)   
Ratio of adjusted net investment income (loss) to                                                          
          average net assets(7) (%)                                    --        --        --        --   
Portfolio turnover rate (%)                                            29        25        23        44    
Fee reduction per share ($)                                            --        --        --        --    
Average brokerage commission rate(5) ($)                              N/A       N/A       N/A    0.0669    
</TABLE>

(1) Class A shares 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 that does not take into consideration
    fee reductions by the adviser during the periods shown.
(7) Unreimbursed, without fee reduction.


   
                                                         EMERGING GROWTH FUND  5
    
<PAGE>

Financial Industries Fund

REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST II                         
                                TICKER SYMBOL    CLASS A: FIDAX   CLASS B: FIDBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY
[Clipart]The fund seeks capital appreciation. To pursue this goal, the fund
invests in U.S. and foreign financial services companies. These include banks,
thrifts, finance companies, brokerage and advisory firms, real estate-related
firms and insurance companies.

Under normal circumstances, the fund invests at least 65% of assets in these
companies.

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

The fund may invest up to 5% of net assets in junk bonds.

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
   
[Clipart]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
sector, its performance is largely dependent on the sector's performance, which
may differ from that of the overall stock market. Falling interest rates or
deteriorating economic conditions can adversely affect the performance of
financial services companies' 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 26.
    

PORTFOLIO MANAGEMENT
   
[Clipart]James K. Schmidt, CFA, and Thomas Finucane lead the fund's portfolio
management team. Mr. Schmidt has been in the investment business since 1974. He
joined the adviser in 1985 and is an executive vice president. Mr. Finucane has
been in the investment business since joining the adviser in 1990. He is a vice
president.
    

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
   
[Clipart]Fund investors pay various expenses, either directly or indirectly. The
figures below are based on estimated 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                                0.79%     0.79%
12b-1 fee(3)                                  0.30%     1.00%
Other expenses                                0.41%     0.41%
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      $235
  Assuming no redemption   $22       $69       $118      $235
    

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.


   
6  FINANCIAL INDUSTRIES FUND
    
<PAGE>

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

[The table below is represented here as a bar graph.]

Volatility, as indicated by Class A 
year-by-year total investment return (%)     29.76%
(scale varies from fund to fund)

- --------------------------------------------------------------------------------
Class A - period ended:                                                10/96(1)
- --------------------------------------------------------------------------------
Per share operating performance
Net asset value, beginning of period                                   $8.50
Net investment income (loss)                                            0.02(2)
Net realized and unrealized gain (loss) on investments                  2.51
Total from investment operations                                        2.53
Less distributions:
  Dividends from net investment income                                    --
  Distributions from net realized gain on investments sold                --
  Total distributions                                                     --
Net asset value, end of period                                        $11.03
Total investment return at net asset value(3) (%)                      29.76(4)
Total adjusted investment return at net asset value(3,5)               26.04(4)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                             895
Ratio of expenses to average net assets (%)                             1.20(6)
Ratio of adjusted expenses to average net assets(5) (%)                 7.07(6)
Ratio of net investment income (loss) to average net assets (%)         0.37(6)
Ratio of adjusted net investment income (loss) to average net 
         assets(5) (%)                                                 (5.50)(6)
Portfolio turnover rate (%)                                               31
Average brokerage commission rate(7) ($)                              0.0649

- -------------------------------------------------------------------------------
Class B - period ended:                                                10/96
- -------------------------------------------------------------------------------
Per share operating performance
Net asset value, beginning of period                                     --
Net investment income (loss)                                             --
Net realized and unrealized gain (loss) on investments                   --
Total from investment operations                                         --
Less distributions:
  Dividends from net investment income                                   --
  Distributions from net realized gain on investments sold               --
  Total distributions                                                    --
Net asset value, end of period                                           --
Total investment return at net asset value(3) (%)                        --
Total adjusted investment return at net asset value(3,5) (%)             --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                             --
Ratio of expenses to average net assets (%)                              --
Ratio of adjusted expenses to average net assets(5) (%)                  --
Ratio of net investment income (loss) to average net assets (%)          --
Ratio of adjusted net investment income (loss) to average net 
     assets(5)(%)                                                        --
Portfolio turnover rate (%)                                              --
Average brokerage commission rate(7) ($)                                 --

(1) Class A shares commenced operations on March 14, 1996.
(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) Unreimbursed, without fee reduction.
(6) Annualized.
(7) Per portfolio share traded. Required for fiscal years that began September
    1, 1995 or later.


   
                                                    FINANCIAL INDUSTRIES FUND  7
    
<PAGE>

Growth Fund

REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST III
                                TICKER SYMBOL    CLASS A: JHNGX   CLASS B: JHGBX
- --------------------------------------------------------------------------------
GOAL AND STRATEGY
[Clipart]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 over
the past five years, although not all stocks in the fund's portfolio will meet
this criterion.

PORTFOLIO SECURITIES
[Clipart]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
[Clipart]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 26.

PORTFOLIO MANAGEMENT
[Clipart]Anurag Pandit, CFA, is leader of the fund's portfolio management team.
A second vice president of the adviser, Mr. Pandit has been a member of the
management team since joining John Hancock Funds in April 1996. He assumed
leadership of the team on January 1, 1997. Mr. Pandit has been in the investment
business since 1984.

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

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

   
- -------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- -------------------------------------------------------------------------------
Management fee                                0.75%     0.75%
12b-1 fee(3)                                  0.30%     1.00%
Other expenses                                0.39%     0.39%
Total fund operating expenses                 1.44%     2.14%
    

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             $64       $93        $125         $214
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.


   
8  GROWTH FUND
    
<PAGE>

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

[The table below is represented here as a bar graph.]

<TABLE>
<S>                           <C>    <C>   <C>    <C>    <C>     <C>    <C>   <C>    <C>    <C>     <C>
Volatility, as indicated      
by Class A year-by-year 
total investment return (%)   13.83  6.03  11.23  30.96  (8.34)  41.68  6.06  13.03  (7.50)  27.17  19.32(4) 
(scale varies from                                                                                    ten
fund to fund)                                                                                        months
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                            12/86        12/87        12/88        12/89        12/90         12/91    
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <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        $12.93    
Net investment income (loss)                        0.11         0.22         0.23         0.28         0.16          0.04    
Net realized and unrealized gain (loss)
         on investments                             1.79         0.64         1.16         3.81        (1.47)         5.36    
Total from investment operations                    1.90         0.86         1.39         4.09        (1.31)         5.40    
Less distributions:
  Dividends from net investment income             (0.17)       (0.28)       (0.23)       (0.29)       (0.16)        (0.04)   
  Distributions from net realized gain
  on investments sold                              (2.20)       (2.27)       (0.17)       (1.95)       (0.78)        (0.81)   
  Total distributions                              (2.37)       (2.55)       (0.40)       (2.24)       (0.94)        (0.85)   
Net asset value, end of period                    $14.03       $12.34       $13.33       $15.18       $12.93        $17.48    
Total investment return at net asset value(3)(%)   13.83         6.03        11.23        30.96        (8.34)        41.68    
Ratios and supplemental data
Net assets, end of period (000s omitted)($)       87,468       86,426      101,497      105,014      102,416       145,287    
Ratio of expenses to average net assets(%)          1.03         1.00         1.06         0.96         1.46          1.44    
Ratio of net investment income (loss)
         to average net assets (%)                  0.77         1.41         1.76         1.73         1.12          0.27    
Portfolio turnover rate (%)                           62           68           47           61          102            82    
Average brokerage commission rate(7)($)              N/A          N/A          N/A          N/A          N/A           N/A    

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                             12/92         12/93         12/94         12/95         10/96(1)      
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>           <C>            <C>          
Per share operating performance                                                                                         
Net asset value, beginning of period               $17.48        $17.32        $17.40        $15.89         $19.51      
Net investment income (loss)                        (0.06)        (0.11)        (0.10)        (0.09)(2)      (0.13)(2)  
Net realized and unrealized gain (loss)                                                                                 
         on investments                              1.10          2.33         (1.21)         4.40           3.90      
Total from investment operations                     1.04          2.22         (1.31)         4.31           3.77      
Less distributions:                                                                                                     
  Dividends from net investment income                 --            --            --            --             --      
  Distributions from net realized gain                                                                                  
  on investments sold                               (1.20)        (2.14)        (0.20)        (0.69)            --      
  Total distributions                               (1.20)        (2.14)        (0.20)        (0.69)            --      
Net asset value, end of period                     $17.32        $17.40        $15.89        $19.51         $23.28      
Total investment return at net asset value(3)(%)     6.06         13.03         (7.50)        27.17          19.32(4)   
Ratios and supplemental data                                                                                            

Net assets, end of period (000s omitted)($)       153,057       162,937       146,466       241,700        279,425      
Ratio of expenses to average net assets(%)           1.60          1.56          1.65          1.48           1.48(5)   
Ratio of net investment income (loss)                                                                                   
         to average net assets(%)                   (0.36)        (0.67)        (0.64)        (0.46)         (0.73)(5)  
Portfolio turnover rate(%)                           71            68            52            68(6)            59      
Average brokerage commission rate(7)($)             N/A           N/A           N/A           N/A           0.0695      

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                12/94(8)         12/95         10/96(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>             <C>   
Per share operating performance
Net asset value, beginning of period                    $17.16         $15.83          $19.25
Net investment income (loss)                             (0.20)(2)      (0.26)(2)       (0.26)(2)
Net realized and unrealized gain (loss)
         on investments                                  (0.93)          4.37            3.84
Total from investment operations                         (1.13)          4.11            3.58
Less distributions:
  Distributions from net realized gain on
         investments sold                                (0.20)         (0.69)             --

Net asset value, end of period                          $15.83         $19.25          $22.83
Total investment return at net asset value(3)(%)         (6.56)(4)      26.01           18.60(4)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)             3,807         15,913          25,474
Ratio of expenses to average net assets (%)               2.38(8)        2.31            2.18(8)
Ratio of net investment income (loss) to
         average net assets (%)                          (1.25)(8)      (1.39)          (1.42)(8)
Portfolio turnover rate (%)                                 52             68(6)           59
Average brokerage commission rate(7) ($)                   N/A            N/A          0.0695
</TABLE>

(1) Effective October 31, 1996, the fiscal year end changed from December 31 to
    October 31.
(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) Excludes merger activity.
(7) Per portfolio share traded. Required for fiscal years that began September
    1, 1995 or later.
(8) Class B shares commenced operations on January 3, 1994.


   
                                                                  GROWTH FUND  9
    
<PAGE>

Regional Bank Fund

REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST II
                                TICKER SYMBOL    CLASS A: FRBAX   CLASS B: FRBFX
- --------------------------------------------------------------------------------
GOAL AND STRATEGY
[Clipart]The fund seeks long-term capital appreciation. To pursue this goal, the
fund invests in regional banks and lending institutions, including: 
o commercial and industrial banks 
o savings and loan associations 
o 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 invests 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. The fund may
invest up to 5% of net assets in stocks of non-financial services companies and
up to 5% in junk bonds issued by banks.

Because regional banks typically pay regular dividends, moderate income is an
investment goal.

PORTFOLIO SECURITIES
[Clipart]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
[Clipart]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 26.
    

PORTFOLIO MANAGEMENT
[clipart]James K. Schmidt, CFA, joined John Hancock in 1985 and has served as
the fund's portfolio manager since its inception that year. An executive vice
president of the adviser, he has been in the investment business since 1974.

The fund is temporarily closed to new investments except for existing accounts
(see the statement of additional information).

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

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

- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee                                     0.76%     0.76%
12b-1 fee (3)                                      0.30%     1.00%
Other expenses                                     0.32%     0.32%
Total fund operating expenses                      1.38%     2.08%

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

- --------------------------------------------------------------------------------
Share class                            Year 1    Year 3     Year 5     Year 10
- --------------------------------------------------------------------------------
Class A shares                            $63      $92        $122       $207
Class B shares
  Assuming redemption
  at end of period                        $71      $95        $132       $223
  Assuming no redemption                  $21      $65        $112       $223

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  REGIONAL BANK FUND
    
<PAGE>

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

[The table below was represented here as a bar graph.]

<TABLE>
<S>                         <C>    <C>         <C>    <C>    <C>      <C>    <C>    <C>    <C>   <C>    <C>  
Volatility, as indicated 
by Class B year-by-year
total investment return(%)  17.44  (17.36)(4)  36.89  20.46  (32.29)  75.35  37.20  36.71  5.69  30.11  27.89
(scale varies from fund
to fund)

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                               10/92(1)           10/93           10/94            10/95            10/96
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>            <C>              <C>              <C>   
Per share operating performance
Net asset value, beginning of period                    $13.47          $17.47          $21.62           $21.52           $27.14
Net investment income (loss)                              0.21            0.26(2)         0.39(2)          0.52(2)          0.63(2)
Net realized and unrealized gain (loss)
          on investments                                  3.98            5.84            0.91             5.92             7.04
Total from investment operations                          4.19            6.10            1.30             6.44             7.67
Less distributions:
  Dividends from net investment income                   (0.19)          (0.26)          (0.34)           (0.48)           (0.60)
  Distributions from net realized gain on
          investments sold                                  --           (1.69)          (1.06)           (0.34            (0.22)
  Total distributions                                    (0.19)          (1.95)          (1.40)           (0.82)           (0.82)
Net asset value, end of period                          $17.47          $21.62          $21.52           $27.14           $33.99
Total investment return at net asset value(3) (%)        31.26(4)        37.45            6.44            31.00            28.78
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)            31,306          94,158         216,978          486,631          860,843
Ratio of expenses to average net assets (%)               1.41(5)         1.35            1.34             1.39             1.36
Ratio of net investment income to average net
          assets(%)                                       1.64(5)         1.29            1.78             2.23             2.13
Portfolio turnover rate (%)                                 53              35              13               14                8
Average brokerage commission rate(6)($)                    N/A             N/A             N/A              N/A           0.0694

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                          3/87(7)     10/87(8)         10/88        10/89        10/90         10/91        
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <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        $8.13
Net investment income (loss)                        0.20         0.05            0.16         0.20         0.30         0.29
Net realized and unrealized gain (loss)
         on investment                              1.74        (2.17)           3.12         2.02        (4.19)        5.68
Total from investment operations                    1.94        (2.12)           3.28         2.22        (3.89)        5.97
Less distributions:
  Dividends from net investment income             (0.26)       (0.04)          (0.15)       (0.16)       (0.19)       (0.34)
  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)       (0.34)
Net asset value, end of period                    $12.68       $10.02          $11.89       $13.00        $8.13       $13.76
Total investment return at net asset
         value(3)(%)                               17.44       (17.36)(4)       36.89        20.46       (32.29)       75.35
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)      54,626       38,721          50,965       81,167       38,992       52,098
Ratio of expenses to average net assets (%)         1.48         2.47(5)         2.17         1.99         1.99         2.04
Ratio of net investment income (loss)
         to average net assets (%)                  1.62         0.73(5)         1.50         1.67         2.51         2.65
Portfolio turnover rate (%)                           89           58(5)           87           85           56           75
Average brokerage commission rate(6) ($)             N/A           N/A            N/A          N/A          N/A          N/A

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                               10/92         10/93            10/94            10/95               10/96    
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>              <C>            <C>                <C>      
Per share operating performance
Net asset value, beginning of period                 $13.76         $17.44           $21.56           $21.43             $27.02
Net investment income (loss)                           0.18           0.15(2)          0.23(2)          0.36(2)            0.42(2)
Net realized and unrealized gain (loss)
         on investment                                 4.56           5.83             0.91             5.89               7.01
Total from investment operations                       4.74           5.98             1.14             6.25               7.43
Less distributions:
  Dividends from net investment income                (0.28)         (0.17)           (0.21)           (0.32)             (0.40)
  Distributions from net realized gain
          on investments sold                         (0.78)         (1.69)           (1.06)           (0.34)             (0.22)
  Distributions from capital paid-in                     --             --               --               --                 -- 
  Total distributions                                 (1.06)         (1.86)           (1.27)           (0.66)             (0.62)
Net asset value, end of period                       $17.44         $21.56           $21.43           $27.02             $33.83
Total investment return at net asset
         value(3)(%)                                  37.20          36.71             5.69            30.11              27.89
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)         56,016        171,808          522,207        1,236,447          2,408,514
Ratio of expenses to average net assets (%)            1.96           1.88             2.06             2.09               2.07
Ratio of net investment income (loss)
         to average net assets (%)                     1.21           0.76             1.07             1.53               1.42
Portfolio turnover rate (%)                              53             35               13               14                  8
Average brokerage commission rate(6) ($)                N/A            N/A              N/A              N/A             0.0694
</TABLE>

(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.


   
                                                          REGIONAL BANK FUND  11
    
<PAGE>

Special Equities Fund

REGISTRANT NAME: JOHN HANCOCK SPECIAL EQUITIES FUND 
                                TICKER SYMBOL    CLASS A: JHNSX   CLASS B: SPQBX
- --------------------------------------------------------------------------------
GOAL AND STRATEGY
[Clipart]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 invests 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
[Clipart]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
[Clipart]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: o may lack proven track records o may be
dependent on a small number of products or services o may be undercapitalized o
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 26.
    

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

- --------------------------------------------------------------------------------
Shareholder transaction expenses                   Class A   Class B
- --------------------------------------------------------------------------------
Maximum sales charge imposed on purchases
(as a percentage of offering price)                 5.00%     none
Maximum sales charge imposed on
reinvested dividends                                none      none
Maximum deferred sales charge                       none(1)   5.00%
Redemption fee(2)                                   none      none
Exchange fee                                        none      none
- -------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- -------------------------------------------------------------------------------
Management fee(3)                                   0.81%     0.81%
12b-1 fee(4)                                        0.30%     1.00%
Other expenses                                      0.31%     0.35%
Total fund operating expenses                       1.42%     2.16%

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                  $64     $93      $124     $212
Class B shares
  Assuming redemption
  at end of period              $72     $98      $136     $231
  Assuming no redemption        $22     $68      $116     $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) 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.


   
12  SPECIAL EQUITIES FUND
    
<PAGE>

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

[The table below was represented here as a bar graph.]

<TABLE>
<S>                          <C>      <C>    <C>    <C>      <C>    <C>    <C>    <C>     <C>    <C>  
Volatility, as indicated
by Class A year-by-year
total investment return (%)  (28.68)  13.72  31.82  (21.89)  95.37  20.25  47.83  (0.12)  37.49  12.96
(scale varies from fund
to fund)

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                           10/87          10/88          10/89          10/90         10/91
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>            <C>            <C>           <C>            <C>    
Per share operating performance
Net asset value, beginning of period                              $6.08          $4.30          $4.89          $6.38         $4.97
Net investment income (loss)                                      (0.03)          0.04           0.01          (0.12)        (0.10)
Net realized and unrealized gain (loss)
         on investments                                           (1.26)          0.55           1.53          (1.27)         4.84
Total from investment operations                                  (1.29)          0.59           1.54          (1.39)         4.74
Less distributions:
  Dividends from net investment income                               --             --          (0.05)         (0.02)           -- 
  Distributions from net realized gain
         on investments sold                                      (0.45)            --             --             --            -- 
  Distributions from capital paid-in                              (0.04)            --             --             --            -- 
  Total distributions                                             (0.49)            --          (0.05)         (0.02)           -- 
Net asset value, end of period                                    $4.30          $4.89          $6.38          $4.97         $9.71
Total investment return at net asset value(2)(%)                 (28.68)         13.72          31.82         (21.89)        95.37
Total adjusted investment return at net asset
         value(2.3)                                              (29.41)         12.28          30.75         (22.21)        95.33
Ratios and supplemental data
Net assets, end of period (000s omitted)($)                       10,637         11,714         12,285          8,166        19,713
Ratio of expenses to average net assets(%)                         1.50           1.50           1.50           2.63          2.75
Ratio of adjusted expenses to average net
         assets(4)(%)                                              2.23           2.94           2.57           2.95          2.79
Ratio of net investment income (loss) to average
         net assets (%)                                           (0.57)          0.82           0.47          (1.58)        (2.12)
Ratio of adjusted net investment income (loss)
         to average net assets(4)(%)                              (1.30)         (0.62)         (0.60)         (1.90)        (2.16)
Portfolio turnover rate (%)                                          93             91            115            113           163
Fee reduction per share ($)                                        0.04           0.07           0.03           0.02         0.002
Average brokerage commission rate(5) ($)                            N/A            N/A            N/A            N/A           N/A

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                          10/92          10/93          10/94          10/95        10/96
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>           <C>            <C>             <C>          <C>    
Per share operating performance
Net asset value, beginning of period                            $9.71         $10.99         $16.13         $16.11        $22.15
Net investment income (loss)                                    (0.19)(1)      (0.20)(1)      (0.21)(1)      (0.18)(1)      (0.22)
Net realized and unrealized gain (loss)
         on investments                                          2.14           5.43           0.19           6.22          3.06
Total from investment operations                                 1.95           5.23          (0.02)          6.04          2.84
Less distributions:
  Dividends from net investment income                             --             --             --             --            -- 
  Distributions from net realized gain
         on investments sold                                    (0.67)         (0.09)            --             --         (0.46)
  Distributions from capital paid-in                               --             --             --             --            -- 
  Total distributions                                           (0.67)         (0.09)            --             --         (0.46)
Net asset value, end of period                                 $10.99         $16.13         $16.11         $22.15        $24.53
Total investment return at net asset value(2)(%)                20.25          47.83          (0.12)         37.49         12.96
Total adjusted investment return at net asset
         value(2.3)                                                --             --             --             --            -- 
Ratios and supplemental data
Net assets, end of period (000s omitted)($)                    44,665        296,793        310,625         555,65       972,312
Ratio of expenses to average net assets(%)                       2.24           1.84           1.62           1.48          1.42
Ratio of adjusted expenses to average net
         assets(4)(%)                                              --             --             --             --            -- 
Ratio of net investment income (loss) to average
         net assets (%)                                         (1.91)         (1.49)         (1.40)         (0.97)        (0.89)
Ratio of adjusted net investment income (loss)
         to average net assets(4)(%)                               --             --             --             --            -- 
Portfolio turnover rate (%)                                       114             33             66             82            59
Fee reduction per share ($)                                        --             --             --             --            -- 
Average brokerage commission rate(5) ($)                          N/A            N/A            N/A            N/A        0.0677

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                  10/93(6)           10/94            10/95            10/96
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>              <C>              <C>    
Per share operating performance
Net asset value, beginning of period                      $12.30           $16.08           $15.97           $21.81
Net investment income (loss)                               (0.18)(1)        (0.30)(1)        (0.31)(1)        (0.40)(1)
Net realized and unrealized gain (loss)
         on investments                                     3.96             0.19             6.15             3.01
Total from investment operations                            3.78            (0.11)            5.84             2.61
Less distributions:
  Distributions from net realized gain
         on investments sold                                  --               --               --            (0.46)
Net asset value, end of period                            $16.08           $15.97           $21.81           $23.96
Total investment return at net asset value(2) (%)          30.73(7)         (0.68)           36.57            12.09
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)             158,281          191,979          454,934          956,374
Ratio of expenses to average net assets (%)                 2.34(8)          2.25             2.20             2.16
Ratio of net investment income (loss) to average
         net assets (%)                                    (2.03)(8)        (2.02)           (1.69)           (1.65)
Portfolio turnover rate (%)                                   33               66               82               59
Average brokerage commission rate(5) ($)                     N/A              N/A              N/A           0.0677
</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 March 1, 1993.
(7) Not annualized.
(8) Annualized.


   
                                                       SPECIAL EQUITIES FUND  13
    
<PAGE>

Special Opportunities Fund

REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST III
                                TICKER SYMBOL    CLASS A: SPOAX   CLASS B: SPOBX
- --------------------------------------------------------------------------------
GOAL AND STRATEGY
[Clipart]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 75% of the fund's equity securities is
invested within five or fewer sectors (e.g., financial services, 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 
[Clipart]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, and may invest in certain higher-risk
securities. The fund also may make short sales of securities and may engage in
other investment practices.

For liquidity and flexibility, the fund may place assets in cash or invest in
investment-grade short-term securities.

   
RISK FACTORS
[Clipart]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 26.
    

PORTFOLIO MANAGEMENT
[Clipart]Robert G. Freedman, Benjamin A. Hock, Jr., CFA and James M. Boyd lead
the portfolio management team. Mr. Freedman is vice chairman and chief
investment officer of the adviser. He joined the adviser in 1984 and has been in
the investment business since 1968. Mr. Hock, a senior vice president, joined
the adviser in 1994 and has been in the investment business since 1974. Mr.
Boyd, an assistant portfolio manager, has been with John Hancock Funds since
1992.

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

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

- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee                                       0.80%     0.80%
12b-1 fee(3)                                         0.30%     1.00%
Other expenses                                       0.50%     0.50%
Total fund operating expenses                        1.60%     2.30%

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

- --------------------------------------------------------------------------------
Share class                Year 1   Year 3    Year 5    Year 10
- --------------------------------------------------------------------------------
Class A shares               $65      $98      $133       $231
Class B shares
  Assuming redemption
  at end of period           $73     $102      $143       $246
  Assuming no redemption     $23      $72      $123       $246

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.


   
14  SPECIAL OPPORTUNITIES FUND
    
<PAGE>


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

[The table below was represented here by a bar graph.]

Volatility, as indicated by 
Class A year-by-year total 
investment return (%)                              (6.71)      17.53      36.15
(scale varies from fund to fund)

- --------------------------------------------------------------------------------
Class A - period ended:                            10/94(1)     10/95     10/96
- --------------------------------------------------------------------------------
Per share operating performance
Net asset value, beginning of period                $8.50       $7.93     $9.32
Net investment income (loss)(2)                     (0.03)      (0.07)    (0.11)
Net realized and unrealized gain (loss)
         on investments                             (0.54)       1.46      3.34
Total from investment operations                    (0.57)       1.39      3.23
Less distributions:
  Distributions from net realized gain on
         investments sold                              --          --     (1.63)
Net asset value, end of period                      $7.93       $9.32    $10.92
Total investment return at net asset value(3)(%)    (6.71)      17.53     36.15
Total adjusted investment return at net asset
         value(3,4) (%)                             (6.83)         --        --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)       92,325     101,562   156,578
Ratio of expenses to average net assets (%)          1.50        1.59      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)    (1.00)
Ratio of adjusted net investment (loss) to
         average net assets(5) (%)                  (0.53)         --        --
Portfolio turnover rate (%)                            57         155       240
Fee reduction per share ($)                          0.01(2)       --        --
Average brokerage commission rate(6) ($)              N/A         N/A    0.0600


- --------------------------------------------------------------------------------
Class B - period ended:                            10/94(1)    10/95     10/96
- --------------------------------------------------------------------------------
Per share operating performance

Net asset value, beginning of period               $8.50       $7.87     $9.19
Net investment income (loss)(2)                    (0.09)      (0.13)    (0.18)
Net realized and unrealized gain (loss)
         on investments                            (0.54)       1.45      3.29
Total from investment operations                   (0.63)       1.32      3.11

Less distributions:
  Distributions from net realized gain
         on investments sold                          --          --     (1.63)
Net asset value, end of period                     $7.87       $9.19    $10.67
Total investment return at net asset value(3)(%)   (7.41)(4)   16.77     35.34
Total adjusted investment return at net asset
         value(3,4)(%)                             (7.53)         --        --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)     131,983     137,363   238,901
Ratio of expenses to average net assets (%)         2.22        2.30      2.29
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)    (1.70)
Ratio of adjusted net investment (loss) 
         to average  net assets(5) (%)             (1.25)         --        --
Portfolio turnover rate (%)                           57         155       240
Fee reduction per share ($)                         0.01(2)       --        --
Average brokerage commission rate(6) ($)             N/A         N/A    0.0600

(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 that 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.


   
                                                  SPECIAL OPPORTUNITIES FUND  15
    
<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
- --------------------------------------------------------------------------------

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

                                   o  Automatic conversion to     
                                      Class A shares after eight  
                                      years, thus reducing future 
                                      annual expenses.            
                                   

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

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

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

Class A Sales charges are as follows:

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

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

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

- --------------------------------------------------------------------------------
CDSC on $1 million+ investments
- --------------------------------------------------------------------------------
Your investment               CDSC on shares being sold

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

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

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

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

- --------------------------------------------------------------------------------
Class B deferred charges
- --------------------------------------------------------------------------------

Years after purchase           CDSC on shares being sold

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

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

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


   
16  YOUR ACCOUNT
    
<PAGE>

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

Reducing your Class A sales charges There are several ways you can combine
multiple purchases of Class A shares of John Hancock funds to take advantage of
the breakpoints in the sales charge schedule. The first three ways can be
combined in any manner. 
o Accumulation Privilege -- lets you add the value of any Class A shares you
  already own to the amount of your next Class A investment for purposes of
  calculating the sales charge.
o Letter of Intention -- lets you purchase Class A shares of a fund over a
  13-month period and receive the same sales charge as if all shares had been
  purchased at once.
o Combination Privilege -- lets you combine Class A shares of multiple funds for
  purposes of calculating the sales charge.

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

   
Group Investment Program A group may be treated as a single purchaser under the
accumulation and combination privileges. Each investor has an individual
account, but the group's investments are lumped together for sales charge
purposes, making the investors potentially eligible for reduced sales charges.
There is no charge, no obligation to invest (although initial investments must
total at least $250) and individual investors may close their account at any
time.
    

To utilize: contact your financial representative or Signature Services to find
out how to qualify, or consult the SAI (see the back cover of this prospectus).

CDSC waivers As long as Signature Services is notified at the time you sell, the
CDSC for either share class will generally be waived in the following cases: 
o to make payments through certain systematic withdrawal plans
o to make certain distributions from a retirement plan
o because of shareholder death or disability

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

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

To utilize: contact your financial representative or Signature Services.

Waivers for certain investors Class A shares may be offered without front-end
sales charges or CDSCs to various individuals and institutions, including:
   
o government entities that are prohibited from paying mutual fund sales charges
o financial institutions or common trust funds investing $1 million or more for
  non-discretionary accounts o selling brokers and their employees and sales
  representatives
o financial representatives utilizing fund shares in fee-based investment
  products under agreement with John Hancock Funds
o fund trustees and other individuals who are affiliated with these or other
  John Hancock funds 
o individuals transferring assets from an employee benefit plan into a John
  Hancock fund
o members of an approved affinity group financial services program
o certain insurance company contract holders (one-year CDSC usually applies) o
  participants in certain retirement plans with at least 100 members (one-year
  CDSC applies)
    

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

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

1  Read this prospectus carefully.
   
2  Determine how much you want to invest. The minimum initial investments for
   the John Hancock funds are as follows:
   o non-retirement account: $1,000
   o retirement account: $250
   o group investments: $250
   o Monthly Automatic Accumulation Plan (MAAP): $25 to open; you must invest at
     least $25 a month
   o fee-based clients of selling brokers who placed at least $2 billion in John
     Hancock funds: $500
    
3  Complete the appropriate parts of the account application, carefully
   following the instructions. If you have questions, please contact your
   financial representative or call Signature Services at 1-800-225-5291.
4  Complete the appropriate parts of the account privileges section of the
   application. By applying for privileges now, you can avoid the delay and
   inconvenience of having to file an additional application if you want to add
   privileges later.
5  Make your initial investment using the table on the next page. You and your
   financial representative can initiate any purchase, exchange or sale of
   shares.


   
                                                                YOUR ACCOUNT  17
    
<PAGE>

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

By check

[Clipart}      o Make out a check for the         o Make out a check for the    
                 investment amount, payable to      investment amount payable   
                 "John Hancock Signature            to "John Hancock Signature  
                 Services, Inc."                    Services, Inc."             
                                                                                
               o Deliver the check and your       o Fill out the detachable     
                 completed application to your      investment slip from an     
                 financial representative, or       account statement. If no    
                 mail them to Signature Services    slip is available, include  
                 (address on next page).            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 Signature Services  
                                                    (address on next page).     

By exchange

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

By wire

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

By phone

[Clipart] See "By wire" and "By exchange."       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 Signature Services to   
                                                   verify that these features   
                                                   are in place on your account.
                                                                                
                                                 o Tell the Signature Services  
                                                   representative the fund name,
                                                   your share class, your       
                                                   account number, the name(s)  
                                                   in which the account is      
                                                   registered and the amount    
                                                   of your investment.          

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


   
18  YOUR ACCOUNT
    
<PAGE>

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

 By letter

[Clipart] o Accounts of any type.            o Write a letter of instruction 
          o Sales of any amount.               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 Signature
                                               Services.                     
                                                                             
                                             o A check will be mailed to the 
                                               name(s) and address in which  
                                               the account is registered, or 
                                               otherwise according to your   
                                               letter of instruction.        

 By phone

[Clipart] o Most accounts.                   o For automated service 24 hours
          o Sales of up to $100,000.           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 Signature Services
                                               between 8 A.M. and 4 P.M.     
                                               Eastern Time on most business 
                                               days.                         

 By wire or electronic funds transfer (EFT)

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

 By exchange

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

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

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

Phone
1-800-225-5291

Or contact your financial representative 
for instructions and assistance.

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

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


   
                                                                YOUR ACCOUNT  19
    
<PAGE>

Selling shares in writing In certain circumstances, you will need to make your
request to sell shares in writing. You may need to include additional items with
your request, as shown in the table below. You may also need to include a
signature guarantee, which protects you against fraudulent orders. You will need
a signature guarantee if: 
o your address of record has changed within the past 30 days
o you are selling more than $100,000 worth of shares
o you are requesting payment other than by a check mailed to the address of
  record and payable to the registered owner(s)

You can generally obtain a signature guarantee from the following sources: 
o a broker or securities dealer
o a federal savings, cooperative or other type of bank
o a savings and loan or other thrift institution o a credit union
o a securities exchange or clearing agency

A notary public CANNOT provide a signature guarantee.

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

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

Owners of corporate or                  o Letter of instruction.             
association accounts.                   o Corporate resolution, certified    
                                          within the past twelve months.     
                                        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 accounts.   o Letter of instruction.             
                                        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 twelve months.                
                                        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            instruction.
account types not listed above.


   
20  YOUR ACCOUNT
    


<PAGE>

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

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

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

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

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

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

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

Exchanges You may exchange shares of one John Hancock fund for shares of the
same class of any other, generally without paying any additional sales charges.
The registration for both accounts involved must be identical. Class B shares
will continue to age from the original date and will retain the same CDSC rate
as they had before the exchange, except that the rate will change to the new
fund's rate if that rate is higher. A CDSC rate that has increased will drop
again with a future exchange into a fund with a lower rate. To protect the
interests of other investors in the fund, a fund may cancel the exchange
privileges of any parties that, in the opinion of the fund, are using market
timing strategies or making more than seven exchanges per owner or controlling
party per calendar year. A fund may also refuse any exchange order. A fund may
change or cancel its exchange policies at any time, upon 60 days' notice to its
shareholders.

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

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

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

Account statements In general, you will receive account statements as follows: 
o after every transaction (except a dividend reinvestment) that affects your
  account balance 
o after any changes of name or address of the registered owner(s)
o in all other circumstances, every quarter

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

   
Dividends The funds generally distribute most or all of their net earnings in
the form of dividends.Any capital gains are distributed annually. Most of the
funds do not typically pay income dividends, with the exception of Regional Bank
Fund, which typically pays income dividends quarterly.
    


   
                                                                YOUR ACCOUNT  21
    
<PAGE>

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

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

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

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

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

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

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

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

Monthly Automatic Accumulation Program (MAAP) MAAP lets you set up regular
investments from your paycheck or bank account to the John Hancock fund(s) of
your choice. You determine the frequency and amount of your investments, and you
can terminate your program at any time. To establish: 
o Complete the appropriate parts of your account application.
o If you are using MAAP to open an account, make out a check ($25 minimum) for
  your first investment amount payable to "John Hancock Signature Services,
  Inc." Deliver your check and application to your financial representative or
  Signature Services.

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

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


   
22  YOUR ACCOUNT
    
<PAGE>

Fund details

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

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

At a mutual fund's inception, the initial shareholder (typically the adviser)
appoints the fund's board. Thereafter, the board and the shareholders determine
the board's membership. The boards of the John Hancock growth 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 information was represented as a flow chart in the printed
material.]

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

Distribution and
shareholder services

                -------------------------------------------------
                          Financial services firms and
                             their representatives

                     Advise current and prospective share-
                    holders on their fund investments, often
                  in the context of an overall financial plan.
                -------------------------------------------------

                -------------------------------------------------
                             Principal distributor

                            John Hancock Funds, Inc.
                             101 Huntington Avenue
                             Boston, MA 02199-7603

                    Markets the funds and distributes shares
                  through selling brokers, financial planners
                      and other financial representatives.
                -------------------------------------------------

             ------------------------------------------------------
                                 Transfer agent

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

                Handles shareholder services, including record-
               keeping and statements, distribution of dividends
                    and processing of buy and sell requests.
             ------------------------------------------------------


Asset management

                      ------------------------------------
                                   Subadviser

                                DFS Advisors LLC
                                75 State Street
                                Boston, MA 02109

                          Provides portfolio management
                                  to the fund.
                      ------------------------------------

                      ------------------------------------
                               Investment adviser

                          John Hancock Advisers, Inc.
                             101 Huntington Avenue
                             Boston, MA 02199-7603

                        Manages the funds' business and
                             investment activities.
                      ------------------------------------

                      ------------------------------------
                                   Custodian

                           Investors Bank & Trust co.
                              200 Clarendon Street
                                Boston, MA 02116

                      Holds the funds' assets, settles all
                     portfolio trades and collects most of
                        the valuation data required for
                          calculating each fund's NAV.
                      ------------------------------------

                      ------------------------------------
                                    Trustees

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


   
                                                                FUND DETAILS  23
    
<PAGE>

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

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

   
Investment goals Except for Emerging Growth Fund, Financial Industries Fund and
Special Opportunities Fund, each fund's investment goal is fundamental and may
only be changed with shareholder approval.
    

Diversification Except for Special Opportunities Fund, all of the 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 funds' assets ("12b-1" refers to the federal
securities regulation authorizing annual fees of this type). The 12b-1 fee rates
vary by fund and by share class, according to Rule 12b-1 plans adopted by the
funds. The sales charges and 12b-1 fees paid by investors are detailed in the
fund-by-fund information. The portions of these expenses that are reallowed to
financial services firms are shown on the next page.

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

- --------------------------------------------------------------------------------
Class B unreimbursed distribution expenses(1)
- --------------------------------------------------------------------------------
                            Unreimbursed      As a % of
 Fund                       expenses          net assets
   
Emerging Growth            $  11,288,492     2.59%
Financial Industries                 N/A       N/A
Growth                     $     208,458     0.79%
Regional Bank              $  59,994,035     3.42%
Special Equities           $  19,220,716     2.54%
Special Opportunities      $   7,346,826     4.20%
    
(1) As of the most recent fiscal year end covered by each fund's financial
    highlights. These expenses may be carried forward indefinitely.

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

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

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


   
24  FUND DETAILS
    
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A investments
- ------------------------------------------------------------------------------------------------------------------------------------
                                                         Maximum
                                   Sales charge          reallowance           First year             Maximum
                                   paid by investors     or commission         service fee            total compensation(1)
                                   (% of offering price) (% of offering price) (% of net investment)  (% of offering price)

<S>                               <C>                     <C>                   <C>                    <C>  
Up to $49,999                     5.00%                   4.01%                 0.25%                  4.25%
$50,000 - $99,999                 4.50%                   3.51%                 0.25%                  3.75%
$100,000 - $249,999               3.50%                   2.61%                 0.25%                  2.85%
$250,000 - $499,999               2.50%                   1.86%                 0.25%                  2.10%
$500,000 - $999,999               2.00%                   1.36%                 0.25%                  1.60%
Regular investments of
$1 million or more
First $1M - $4,999,999              --                    0.75%                 0.25%                  1.00%
Next $1 - $5M above that            --                    0.25%                 0.25%                  0.50%
Next $1 or more above that          --                    0.00%                 0.25%                  0.25%

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

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

All amounts                                             3.75%                 0.25%                  4.00%
</TABLE>

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

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


                                                                FUND DETAILS  25
<PAGE>

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

The funds are permitted to utilize -- within limits established by the trustees
- -- certain other securities and investment practices that have higher risks and
opportunities associated with them. To the extent that 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. 
o Hedged When a derivative (a security whose value is based on another security
  or index) is used as a hedge against an opposite position that the fund also
  holds, any loss generated by the derivative should be substantially offset by
  gains on the hedged investment, and vice versa. While hedging can reduce or
  eliminate losses, it can also reduce or eliminate gains.
o Speculative To the extent that a derivative is not used as a hedge, the fund
  is directly exposed to the risks of that derivative. Gains or losses from
  speculative positions in a derivative may be substantially greater than the
  derivative's original cost.

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

Political risk The risk of losses attributable to government or political
actions, from changes in tax or trade statutes to 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.


   
26  FUND DETAILS
    
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                       Emerging      Financial                 Regional     Special     Special     
                                                        Growth      Industries      Growth      Bank       Equities   Opportunities
- ------------------------------------------------------------------------------------------------------------------------------------
Investment practices  

<S>                                                      <C>            <C>           <C>          <C>          <C>       <C> 
Borrowing; reverse repurchase agreements                                                                           
The borrowing of money from                                                                                        
banks or through reverse repurchase                                                                                
agreements. Leverage, credit risks                       33.3           33            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                                                30         33.3            33.3        --            33.3      33.3
                                                                                                                   
Short sales  The selling of securities which                                                                       
have been borrowed on the expectation that                                                                         
the market price will drop                                                                                         
o Hedged. Hedged leverage, market, correlation,                                                                    
  liquidity, opportunity risks                              o            o               o        --               o         *
o Speculative. Speculative leverage, market,                                                                       
  liquidity risks                                          --            o               o        --               o         5
                                                                                                                   
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 securities  Securities rated                                                                  
below BBB/Baa are considered junk bonds. Credit, market,                                                           
interest rate, liquidity, valuation, information risks     10            5               5         5              --        --
                                                                                                                  
Foreign equities                                                                                                   
o  Stocks issued by foreign companies. Market, currency,                                                           
   information, natural event, political risks              *            *              15         o               *         *
o  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    *            *              15         o               *         *
Restricted and illiquid securities  Securities not                                                                 
traded on the open market. May include illiquid Rule 144A                                                          
securities. Liquidity, valuation, market risks             10           15              15        15              15        15
                                                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
Leveraged derivative securities                                                                                    
                                                                                                                   
Financial futures and options; securities and index                                                                
options Contracts involving the right or obligation                                                                
to deliver or receive assets or money depending on the                                                             
performance of one or more assets or an economic index                                                             
o Futures and related  options. Interest rate, currency,                                                           
  market, hedged or speculative leverage, correlation,                                                             
  liquidity, opportunity risks                              *            o               o        --               o         *
o Options on securities and indices. Interest rate,                                                                
  currency, market, hedged or speculative leverage,                                                                
  correlation, liquidity, credit, opportunity risks         *            o               o         o               o         *
                                                                                                                   
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 Speculative. Currency, speculative leverage,                                                                     
  liquidity risks                                          --            o              --        --               o        --
    
                                                                                                             
</TABLE>


   
                                                                FUND DETAILS  27
    
<PAGE>

For more information

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

Two documents are available that offer further information on John Hancock
growth funds:

ANNUAL/SEMIANNUAL 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/ semiannual 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/semiannual report or SAI, please
write or call:

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

[LOGO] JOHN HANCOCK FUNDS
       A Global Investment Management Firm

       101 Huntington Avenue
       Boston, Massachusetts 02199-7603

       John Hancock(R)          
       Financial Services
   
                                               (C) 1996 John Hancock Funds, Inc.
                                                                    GROPN 12/97
    

<PAGE>

                        JOHN HANCOCK EMERGING GROWTH FUND

                           CLASS A AND CLASS B SHARES

   
                       STATEMENT OF ADDITIONAL INFORMATION
                    March 1, 1997 as revised December 8, 1997

This Statement of Additional Information provides information about John Hancock
Emerging  Growth  Fund (the  "Fund"),  in addition  to the  information  that is
contained  in the  combined  Growth  Fund's  Prospectus,  dated March 1, 1997 as
revised December 8, 1997 (the "Prospectus"). The Fund is a diversified series of
John Hancock Series Trust (the "Trust").
    

This Statement of Additional Information is not a prospectus.  It should be read
in  conjunction  with the  Prospectus,  a copy of which can be obtained  free of
charge by writing or telephoning:

                      John Hancock Signature Services, Inc.
                           1 John Hancock Way Suite 1000
                        Boston, Massachusetts 02217-1000
                                 1-800-225-5291

                                TABLE OF CONTENTS

                                                                           Page
Organization of the Trust                                                    2
Investment Objective and Policies                                            2
Investment Restrictions                                                     14
Those Responsible for Management                                            17
Investment Advisory and Other Services                                      27
Distribution Contract                                                       29
Net Asset Value                                                             30
Initial Sales Charge on Class A Shares                                      31
Deferred Sales Charge on Class B Shares                                     34
Special Redemptions                                                         37
Additional Services and Programs                                            37
Description of the Fund's Shares                                            38
Tax Status                                                                  40
Calculation of Performance                                                  44
Brokerage Allocation                                                        45
Transfer Agent Services                                                     47
Custody of Portfolio                                                        47
Independent Auditors                                                        47
Appendix A                                                                 A-1
Financial Statements                                                       F-1

                                       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  2,  1996,  the Fund  was a  series  of John  Hancock
Technology Series, Inc., a Maryland corporation.  On December 2, 1996, the Trust
assumed the Registration Statement of John Hancock Technology Series, Inc. 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.

INVESTMENT OBJECTIVE AND POLICIES

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

The Fund seeks long-term  growth of capital  appreciation.  To pursue this goal,
the Fund invests in emerging  companies  (market  capitalization of less than $1
billion).  In normal  circumstances,  the Fund  will  invest at least 80% of its
assets in these companies.  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.  There can be no assurance  that the Fund
will achieve its investment objective.

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.
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.

                                       2

<PAGE>


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")  or,  if  unrated,
determined by John Hancock  Advisers,  Inc. (the  "Adviser") 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.

Investment In Foreign  Securities.  The Fund may invest in securities of foreign
issuers including  securities in the form of sponsored and unsponsored  American
Depository  Receipts  ("ADRs")  European  Depository  Receipts  (EDRs)  or other
securities  convertible into securities of foreign issuers. These securities may
not necessarily be denominated in the same currency as the securities into which
they may be converted but rather in the currency of the market in which they are
traded.  ADRs are receipts typically issued by an American bank or trust company
which  evidence   ownership  of  underlying   securities  issued  by  a  foreign
corporation.  Generally,  ADRs, in registered form, are designed for use in U.S.
securities markets and EDRs are designed for use in foreign securities  markets.
Issuers of unsponsored ADRs are not contractually obligated to disclose material
information including financial information, in the United States.

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.

The  securities  markets of many  countries  have in the past  moved  relatively
independent 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.

If securities traded in markets moving in different directions are combined into
a single portfolio,  such as that of the Fund, total portfolio volatility may be
reduced. Since the Fund may invest in securities denominated in currencies other
than U.S.  dollars,  changes in foreign  currency  exchange rates may affect the
value  of its  portfolio  securities.  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.

                                       3

<PAGE>

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

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

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

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

The dividends in some cases,  capital gains,  and interest payable on certain of
the Fund's foreign portfolio securities may be subject to foreign withholding or
other foreign taxes,  thus reducing the net amount of income or gains  available
for distribution to the Fund's shareholders.

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

                                       4

<PAGE>

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

Foreign Currency Transactions. The foreign currency exchange transactions of the
Fund  may be  conducted  on a spot  (i.e.,  cash)  basis  at the  spot  rate for
purchasing or selling currency  prevailing in the foreign  exchange market.  The
Fund may enter  into  forward  foreign  currency  exchange  contracts  involving
currencies of the different  countries in which it may invest as a hedge against
possible variations in the foreign exchange rate between these currencies.  This
is accomplished  through contractual  agreements to purchase or sell a specified
currency at a specified  future date and price set at the time of the  contract.
The Fund's  dealings in forward  foreign  currency  contracts will be limited to
hedging either specific  transactions or portfolio positions.  The Fund will not
attempt to hedge all of its foreign  portfolio  positions and will not engage in
speculative forward currency transactions.

If the Fund enters into a forward  contract to purchase  foreign  currency,  its
custodian  bank  will  segregate  cash  or  liquid  securities,  of any  type or
maturity,  (i.e.  securities  rated more of the top three rating  categories  by
Moody's on S&P) in a  separate  account  of the Fund in an amount  necessary  to
complete the forward contract. These assets will be marked to market daily, and,
if the value of the securities in the separate account declines, additional cash
or  liquid  securities  will be added so that the value of the  account  will be
equal to the amount of the Fund's commitments in contracts.

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

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

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

                                       5

<PAGE>

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

The  dividends,  and, in some cases,  capital  gains,  and  interest  payable on
certain of the Fund's  foreign  portfolio  securities  may be subject to foreign
withholding  or other foreign  taxes,  thus reducing the net amount of income or
gains available for distribution to the Fund's shareholders.

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

The cost to the Fund of  engaging  in  foreign  currency  exchange  transactions
varies with such  factors as the currency  involved,  the length of the contract
period and the market conditions then prevailing.  Since transactions in foreign
currency are usually  conducted on a principal basis, no fees or commissions are
involved.

Lower Rated High Yield Debt  Obligations.  The Fund may invest in high yielding,
fixed  income  securities  rated  below  investment  grade rated Baa or lower by
Moody's and BBB or lower by S&P.  See  Appendix A for a  description  of ratings
assigned by Moody's and S&P.

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  generally  fluctuate  more than those of
high-rated  securities.  In  addition,  the  lower  rating  reflects  a  greater
possibility of an adverse change in financial condition affecting the ability of
the issuer to make  payments of interest  and  principal.  Although  the adviser
seeks to minimize these risks through  diversification,  investment analysis and
attention to current  developments  in interest  rates and economic  conditions,
there can be no assurance  that the Adviser will be  successful  in limiting the
Fund's exposure to the risks associated with lower rated securities. Because the
Fund invests in securities in the lower rated categories, the achievement of the
Fund's goals is more  dependent on the Adviser's  ability than would be the case
if the Fund were investing in securities in the higher rated categories.

The Fund may invest in  pay-in-kind  (PIK)  securities,  which pay  interest  in
either cash or additional  securities,  at the issuer's option,  for a specified
period.  The Fund also may invest in zero coupon bonds,  which have a determined
interest  rate,  but payment of the interest is deferred  until  maturity of the
bonds.  Both  types of bonds may be more  speculative  and  subject  to  greater
fluctuations in value than  securities  which pay interest  periodically  and in
cash, due to changes in interest rates.

                                       6

<PAGE>

The market value of debt securities which carry no equity participation  usually
reflects yields  generally  available on securities of similar quality and type.
When such yields decline,  the market value of a portfolio  already  invested at
higher yields can be expected to rise if such  securities are protected  against
early call. In general,  in selecting  securities  for its  portfolio,  the Fund
intends to seek  protection  against  early  call.  Similarly,  when such yields
increase,  the market value of a portfolio  already invested at lower yields can
be expected to decline.  The Fund's  portfolio may include debt securities which
sell at substantial  discounts  from par. These  securities are low coupon bonds
which,  because of their  lower  acquisition  cost tend to sell on a yield basis
approximating current interest rates during periods of high interest rates.

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

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

Reverse Repurchase  Agreements.  The Fund may also enter into reverse repurchase
agreements which involve the sale of 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.  To minimize  various  risks
associated  with reverse  repurchase  agreements,  the Fund will  establish  and
maintain  with the Fund's  custodian  a separate  account  consisting  of liquid
securities,  of any  type or  maturity,  in an  amount  at  least  equal  to the
repurchase  prices of the securities (plus any accrued  interest  thereon) under
such  agreements.  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
Trustees. Under procedures established by the Trustees, the Adviser will monitor
the creditworthiness of the banks involved.

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  commercial  paper issued in

                                       7

<PAGE>

reliance  on Section  4(2) of the 1933 act and  securities  offered  and sold to
"qualified  institutional  buyers"  under Rule 144A under the 1933 Act. The Fund
will not invest more than 10% of its net assets in illiquid investments.  If the
Trustees  determines,  based upon a continuing review of the trading markets for
specific 4(2) paper or Rule 144A securities, that they are liquid, they will not
be subject to the 10% limit on  illiquid  investments.  The  Trustees  may adopt
guidelines  and delegate to the Adviser the daily  function of  determining  and
monitoring the liquidity of restricted securities.  The Trustees,  however, will
retain   sufficient   oversight   and  be   ultimately   responsible   for   the
determinations.  The Trustees will carefully  monitor the Fund's  investments in
these  securities,   focusing  on  such  important  factors,  among  others,  as
valuation,  liquidity and availability of information.  This investment practice
could  have the effect of  increasing  the level of  illiquidity  in the Fund if
qualified  institutional  buyers  become for a time  uninterested  in purchasing
these restricted securities.

Options on Securities,  Securities  Indices and Currency.  The Fund may purchase
and write (sell) call and put options on any  securities in which it may invest,
on any  securities  index based on  securities  in which it may invest or on any
currency in which Fund  investments  may be  denominated.  These  options may be
listed on national domestic securities exchanges or foreign securities exchanges
or traded in the  over-the-counter  market.  The Fund may write  covered put and
call options and purchase put and call  options to enhance  total  return,  as a
substitute  for the purchase or sale of  securities  or currency,  or to protect
against declines in the value of portfolio  securities and against  increases in
the cost of securities to be acquired.

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

All call and put options written by the Fund are covered.  A written call option
or put  option  may be covered  by (i)  maintaining  cash or liquid  securities,
either of which may be quoted or  denominated  in any currency,  in a segregated
account  maintained by the Fund's  custodian  with a value at least equal to the
Fund's  obligation  under the option,  (ii) entering into an offsetting  forward
commitment  and/or (iii)  purchasing  an  offsetting  option or any other option
which,  by virtue of its  exercise  price or  otherwise,  reduces the Fund's net
exposure on its written option position.  A written call option on securities is
typically  covered by maintaining  the securities that are subject to the option
in a segregated  account.  The Fund may cover call options on a securities index
by owning  securities whose price changes are expected to be similar to those of
the underlying index.

The Fund may  terminate  its  obligations  under an exchange  traded call or put
option by purchasing an option identical to the one it has written.  Obligations

                                       8

<PAGE>

under  over-the-counter  options  may be  terminated  only by  entering  into an
offsetting  transaction with the counterparty to such option. Such purchases are
referred to as "closing purchase transactions."

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

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

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

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

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

Reasons for the absence of a liquid  secondary market on an exchange include the
following:  (i) there may be insufficient  trading  interest in certain options;
(ii)  restrictions  may be imposed by an  exchange  on opening  transactions  or
closing  transactions  or  both;  (iii)  trading  halts,  suspensions  or  other

                                       9

<PAGE>

restrictions  may be imposed  with  respect to  particular  classes or series of
options;   (iv)  unusual  or  unforeseen   circumstances  may  interrupt  normal
operations  on an  exchange;  (v) the  facilities  of an exchange or the Options
Clearing  Corporation may not at all times be adequate to handle current trading
volume;  or (vi) one or more  exchanges  could,  for economic or other  reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a particular class or series of options). If trading were discontinued,  the
secondary  market on that exchange (or in that class or series of options) would
cease to exist.  However,  outstanding  options on that  exchange  that had been
issued  by the  Options  Clearing  Corporation  as a result  of  trades  on that
exchange would continue to be exercisable in accordance with their terms.

The Fund's  ability to terminate  over-the-counter  options is more limited than
with  exchange-traded  options  and may  involve  the risk  that  broker-dealers
participating  in such  transactions  will not fulfill  their  obligations.  The
Adviser  will  determine  the  liquidity  of  each  over-the-counter  option  in
accordance with guidelines adopted by the Trustees.

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

Futures  Contracts and Options on Futures  Contracts.  To seek to increase total
return or hedge against changes in interest rates, securities prices or currency
exchange  rates,  the  Fund  may  purchase  and sell  various  kinds of  futures
contracts,  and  purchase  and  write  call and put  options  on  these  futures
contracts.  The Fund may also enter into closing purchase and sale  transactions
with respect to any of these contracts and options. The futures contracts may be
based on various  securities (such as U.S.  Government  securities),  securities
indices, foreign currencies and any other financial instruments and indices. All
futures  contracts  entered  into by the  Fund are  traded  on U.S.  or  foreign
exchanges  or boards of trade that are  licensed,  regulated  or approved by the
Commodity Futures Trading Commission ("CFTC").

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

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

Hedging  and Other  Strategies.  Hedging is an attempt  to  establish  with more
certainty than would otherwise be possible the effective price or rate of return
on portfolio  securities or securities  that the Fund proposes to acquire or the
exchange  rate of  currencies  in  which  portfolio  securities  are  quoted  or
denominated.  When interest  rates are rising or securities  prices are falling,
the Fund can seek to offset a  decline  in the  value of its  current  portfolio

                                       10

<PAGE>

securities  through  the sale of  futures  contracts.  When  interest  rates are
falling or  securities  prices are rising,  the Fund,  through  the  purchase of
futures contracts, can attempt to secure better rates or prices than might later
be available in the market when it effects anticipated  purchases.  The Fund may
seek to  offset  anticipated  changes  in the value of a  currency  in which its
portfolio securities,  or securities that it intends to purchase,  are quoted or
denominated by purchasing and selling futures contracts on such currencies.

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

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

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

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

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

The writing of a call option on a futures contract generates a premium which may
partially offset a decline in the value of the Fund's assets.  By writing a call

                                       11

<PAGE>

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

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

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

To the  extent  that the Fund  engages  in  nonhedging  transactions  in futures
contracts  and options on futures,  the  aggregate  initial  margin and premiums
required to establish these  nonhedging  positions will not exceed 5% of the net
asset  value of the Fund's  portfolio,  after  taking  into  account  unrealized
profits and losses on any such  positions and excluding the amount by which such
options  were  in-the-money  at the time of  purchase.  The Fund will  engage in
transactions  in futures  contracts and related  options only to the extent such
transactions  are consistent with the  requirements of the Internal Revenue Code
of 1986,  as amended  (the  "Code"),  for  maintaining  its  qualification  as a
regulated investment company for federal income tax purposes.

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

While  transactions  in futures  contracts  and  options  on futures  may reduce
certain risks,  these  transactions  themselves  entail certain other risks. For
example,  unanticipated changes in interest rates, securities prices or currency
exchange rates may result in a poorer overall  performance  for the Fund than if

                                       12

<PAGE>

it had not entered into any futures contracts or options transactions.

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

Some futures  contracts or options on futures may become  illiquid under adverse
market conditions. In addition, during periods of market volatility, a commodity
exchange may suspend or limit trading in a futures  contract or related  option,
which may make the  instrument  temporarily  illiquid  and  difficult  to price.
Commodity exchanges may also establish daily limits on the amount that the price
of a  futures  contract  or  related  option  can vary from the  previous  day's
settlement  price.  Once the daily limit is reached,  no trades may be made that
day at a price  beyond the limit.  This may  prevent  the Fund from  closing out
positions and limiting its losses.

Lending  of  Securities.  The Fund may lend  portfolio  securities  to  brokers,
dealers,  and financial  institutions if the loan is  collateralized  by cash or
U.S. government securities according to applicable regulatory requirements.  The
Fund may reinvest any cash collateral in short-term  securities and money market
funds.  When the  Fund  lends  portfolio  securities,  there is a risk  that the
borrower may fail to return the  securities  involved in the  transaction.  As a
result, the Fund may incur a loss or, in the event of the borrower's bankruptcy,
the Fund may be delayed in or prevented from  liquidating  the  collateral.  The
Fund may not lend portfolio securities having a total value exceeding 30% of its
total assets.

Rights  and  Warrants.  The Fund may  purchase  warrants  and  rights  which are
securities  permitting,  but  not  obligating,  their  holder  to  purchase  the
underlying  securities at a predetermined price subject to the Fund's Investment
Restriction.  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 Fund's  assets as  compared  with  investing  the same
amount in the underlying stock.

Short Sales. The Fund may engage in short sales against the Box. In a short sale
against the box,  the Fund  agrees to sell at a future  date a security  that it
either  contemporaneously  owns or has the right to acquire at no extra cost. If
the price of the  security  has  declined  at the time the Fund is  required  to
deliver the security, the Fund will benefit from the difference in the price. If
the price of the  security has  increased,  the Fund will be required to pay the
difference.

                                       13

<PAGE>

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

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

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

   
Short-Term Trading and Portfolio Turnover. Short-term trading means the purchase
and subsequent sale of a security after it has been held for a relatively  brief
period of time.  As a matter of  nonfundamental  policy,  the Fund may engage in
short-term trading in response to stock market  conditions,  changes in interest
rates or other economic trends and  developments,  or to take advantage of yield
disparities  between various fixed income securities in order to realize capital
gains or improve  income.  Short-term  trading may have the effect of increasing
the Fund's portfolio  turnover rate. A high rate of portfolio  turnover (100% or
greater)  involves   correspondingly  greater  brokerage  expenses.  The  Fund's
portfolio  turnover rate is set forth in the table under the caption  "Financial
Highlights" in the Prospectus.
    

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,

                                       14

<PAGE>

         options on futures  contracts and collateral  arrangements with respect
         to initial and variation margins are not considered a pledge of assets.

(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 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

                                       15

<PAGE>

         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
         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

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.

                                       16
<PAGE>

   
If a percentage  restriction on investment or utilization of assets as set forth
above is  adhered to at the time of an  investment  is made,  a later  change in
percentage  resulting in changes in the values of the Fund's  assets will not be
considered a violation of the restriction.
    

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").













                                       17
<PAGE>


<TABLE>
<CAPTION>

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

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




                                       18
<PAGE>

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

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

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

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





                                       19
<PAGE>

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

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

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

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

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


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








                                       20
<PAGE>

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

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

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


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









                                       21
<PAGE>

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

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

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

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


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








                                       22
<PAGE>

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

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

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

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





                                       23
<PAGE>

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

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

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

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

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


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








                                       24
<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 January  31,  1997,  the  officers  and  trustees  of the Trust as a group
beneficially  owned less than 1% of the outstanding  shares of the Trust and the
Fund. 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:
<TABLE>
<CAPTION>
                                                                                                  Percentage of
                                                                                                   Outstanding
              Name and Address                        Class                   Shares                Shares of
               of Shareholder                       of Shares                 Owned               Class of Fund
               --------------                       ---------                 -----               -------------
<S>                                                  <C>                        <C>                      <C>   
National Westminster Bank PLC                        Class A                  772,273                 14.18%
 as Trustee of American Smaller Companies
Companies Trust
Attn:  Joe D'Mello
Juno Court
24 Prescott Street
London E18BB

Merrill Lynch Fenner & Smith                         Class A                  594,741                 10.92%
Trade House Account - Book Entry                     Class B                2,862,992                 24.30%
Team B - 3rd Floor
4800 Deerlake Drive East
Jacksonville, FL 32246-6484
</TABLE>
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.

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

Compensation  of the Trustees and Advisory  Board.  The following table provides
information regarding the compensation paid by the Fund and the other investment
companies in the John Hancock Fund Complex to the  Independent  Trustees and the
Advisory Board members for their services 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. The compensation to the Trustees
from the Fund shown below is for the fiscal year ended October 31, 1996.




                                       25
<PAGE>


                                                          Total                
                                                          Compensation from all
                                   Aggregate              Funds in John Hancock
                                   Compensation           Fund Complex to      
Trustees                           from the Fund          Trustees**           
- --------                           -------------          ----------           
                                                          
James F. Carlin                       $ 6,562                $ 74,250
William H. Cunningham*                  6,587                  74,250
Charles F. Fretz                        6,511                  74,500
Harold R. Hiser, Jr.*                   6,189                  70,250
Charles L. Ladner                       6,511                  74,500
Leo E. Linbeck, Jr.                     6,587                  74,250
Patricia P. McCarter                    6,511                  74,250
Steven R. Pruchansky                    6,711                  77,500
Norman H. Smith                         6,711                  77,500
John P. Toolan*                         6,488                  74,250
                                      -------                --------
TOTALS                                $65,368                $745,500

      *      As of December 31, 1996 the value of the aggregate accrued deferred
             compensation  from all Funds in the John  Hancock  fund complex for
             Mr.  Cunningham  was $131,741,  for Mr. Hiser was $90,972,  for Ms.
             McCarter was $67,548,  for Mr Purchansky was $28,731, for Mr. Smith
             was $32,314 and for Mr. Toolan was $163.385  under the John Hancock
             Deferred Compensation Plan for Independent Trustees (the "Plan").

      **     Total  compensation  paid by the John  Hancock  Fund Complex to the
             Independent  Trustees is for the calendar  year ended  December 31,
             1996.  As of this date,  there were  sixty-seven  funds in the John
             Hancock  Fund Complex of which each of these  independent  trustees
             served on thirty-two funds.


                                                   Total Compensation from all
                              Aggregate            From all Funds in John 
                              Compensation from    Hancock Fund Complex 
Advisory Board                the Fund*            to Advisory Board*
- --------------                ---------            ------------------

R. Trent Campbell                $ 9,228                 $ 47,000
Mrs. Lloyd Bentsen                 9,228                   47,000
Thomas R. Powers                   9,228                   47,000
Thomas B McDade                    9,228                   47,000

TOTALS                           $36,912                 $188,000


*     For the fiscal year ended October 31, 1996.
**    As of December 31, 1996.





                                       26
<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

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

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

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

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.

From time to time, the Adviser may reduce its fee or make other  arrangements to
limit the Fund's expenses to a specified percentage of average daily net assets.
The Adviser  retains the right to reimpose a fee and recover any other  payments
to the extent that, at the end of any fiscal year,  the Fund's  annual  expenses
fall below this limit.

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

                                       27

<PAGE>

extent that transactions on behalf of more than one client of the Adviser or its
affiliates may increase the demand for securities  being purchased or the supply
of securities being sold, there may be an adverse effect on price.

Pursuant to the investment management contract, the Adviser is not liable to the
Fund or its  shareholders for any error of judgment or mistake of law or for any
loss suffered by the Fund in  connection  with the matters to which its contract
relates,  except a loss resulting from willful  misfeasance,  bad faith or gross
negligence on the part of the Adviser in the  performance  of its duties or from
its  reckless  disregard  of the  obligations  and duties  under the  investment
management contract.

Under  the  investment  management  contract,  the Fund  may use the name  "John
Hancock"  or any  name  derived  from or  similar  to it only for so long as the
investment  management  contract or any extension,  renewal or amendment thereof
remains in effect. If the Fund's investment  management contract is no longer in
effect,  the Fund (to the extent  that it  lawfully  can) will cease to use such
name or any other name indicating  that it is advised by or otherwise  connected
with the  Adviser.  In  addition,  the Adviser or the Life Company may grant the
non-exclusive  right to use the name "John  Hancock" or any similar  name to any
other corporation or entity, including but not limited to any investment company
of which  the  Life  Company  or any  subsidiary  or  affiliate  thereof  or any
successor to the business of any  subsidiary  or affiliate  thereof shall be the
investment adviser.

For the period from  November  1, 1994 to  December  22, 1994 and for the fiscal
year ended October 31, 1994,  advisory fees paid by the Fund to TFMC, the Fund's
former investment  adviser,  amounted to $496,208 and $2,706,438,  respectively.
For the period  from  December  22,  1994 to October 31, 1995 and for the fiscal
year ended 1996,  the advisory fees paid by the Fund to the Adviser  amounted to
$2,978,791 and $4,796,777.

The Advisory Agreement was approved by all of the Trustees, including all of the
Trustees who are not parties to the Advisory  Agreement or "interested  persons"
of any such party.  The  investment  management  contract  and the  distribution
agreement  discussed  below,  continue  in effect  from year to year if approved
annually by vote of a majority of the Trustees who are not interested persons of
one of the parties to the contract,  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  Fund's  outstanding  voting  securities.  Both  agreements
automatically  terminate  upon  assignment  and may be  terminated  on 60  days'
written  notice  by either  party or by vote of a  majority  of the  outstanding
voting securities of the Fund.

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.

For the fiscal  years ended  October  31,  1995 and 1994,  the Fund paid to TFMC
(pursuant to the Services Agreement) $34,231 and $222,044, respectively.

                                       28

<PAGE>


Accounting and Legal Services Agreement.  The Trust, on behalf of the fund, is a
party to an Accounting and Legal Services  Agreement with the Adviser.  Pursuant
to this agreement,  the Adviser  provides the Fund with certain tax,  accounting
and legal  services.  For the fiscal year ended October 31, 1996,  the Fund paid
the Adviser $101,864 for services under this agreement.

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

DISTRIBUTION CONTRACTS

   
The Fund has a  Distribution  Agreement  with  John  Hancock  Funds.  Under  the
agreement,  John  Hancock  Funds is  obligated  to use its best  efforts to sell
shares of each class of the Fund.  Shares of the Fund are also sold by  selected
broker-dealers  (the "Selling  Brokers")  which have entered into selling agency
agreements  with John Hancock  Funds.  John Hancock Funds accepts orders for the
purchase  of the shares of the Fund which are  continually  offered at net asset
value next determined,  plus an applicable  sales charge,  if any. In connection
with the sale of Class A or Class B  shares,  John  Hancock  Funds  and  Selling
Brokers receive  compensation in the form of a sales charge imposed, in the case
of Class A shares,  at the time of sale or, in the case of Class B shares,  on a
deferred basis.  John Hancock Funds may pay extra  compensation to the financial
service firms selling large  amounts of fund shares.  This  calculation  will be
calculated as a percentage of fund shares sold by the firm.
    

The Fund's Trustees adopted Distribution Plans with respect to Class A and Class
B shares (the "Plans")  pursuant to Rule 12b-1 under the Investment  Company Act
of 1940.  Under the Plans, the Fund will pay distribution and service fees at an
aggregate  annual  rate of up to 0.25% and  1.00%,  respectively,  of the Fund's
daily net assets attributable to shares of that class.  However, the service fee
will not exceed 0.25% of the Fund's  average  daily net assets  attributable  to
each class of  shares.  The  distribution  fees will be used to  reimburse  John
Hancock Funds for their distribution expenses, including but not limited to: (i)
initial and ongoing sales  compensation to Selling Brokers and others (including
affiliates  of John  Hancock  Funds)  engaged in the sale of Fund  shares;  (ii)
marketing,  promotional  and overhead  expenses  incurred in connection with the
distribution  of Fund  shares;  and (iii) with  respect to Class B shares  only,
interest expenses on unreimbursed  distribution  expenses. The service fees will
be used to  compensate  Selling  Brokers and others for  providing  personal and
account  maintenance  services to  shareholders.  In the event the John  Hancock
Funds is not fully  reimbursed  for  payments or  expenses  they incur under the
Class A Plan,  these  expenses will not be carried beyond twelve months from the
date they were  incurred.  Unreimbursed  expenses under the Class B Plan will be
carried  forward  together  with  interest on the balance of these  unreimbursed
expenses.  The Fund does not treat unreimbursed  expenses under the Class B Plan
as a liability of the Fund because the Trustees may  terminate  the Class B Plan
at any time.  For the fiscal  year ended  October  31,  1996,  an  aggregate  of
$11,288,492 of  distribution  expenses or 2.59% of the average net assets of the
Class B shares of the Fund,  was not  reimbursed  or  recovered  by John Hancock
Funds through the receipt of deferred  sales charges or Rule 12b-1 fees in prior
periods.

The Plans were approved by a majority of the voting  securities of the Fund. The
Plans and all amendments were approved by the Trustees,  including a majority of
the Trustees who are not  interested  persons of the Fund and who have no direct

                                       29

<PAGE>

or indirect  financial  interest in the operation of the Plans (the "Independent
Trustees"), by votes cast in person at meetings called for the purpose of voting
on such Plans.

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

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

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

During the fiscal year ended October 31, 1996, the Funds paid John Hancock Funds
the following amounts of expenses with respect to the Class A and Class B shares
of the Fund:
<TABLE>
<CAPTION>                                                            
                                                                                                  Interest,                      
                                      Printing and                                                Carrying or  
                                      Mailing of                                  Expenses of     Other      
                                      Prospectuses to      Compensation to        John Hancock    Finance    
                     Advertising      new Shareholders     Selling Brokers        Funds           Charges    
                     -----------      ----------------     ---------------        -----           -------
<S>                        <C>               <C>                    <C>            <C>                <C>
Class A shares       $   66,685         $  13,498            $  183,052            $  243,929         --

Class B shares       $  312,608         $  49,408            $1,577,780            $1,158,533     $1,165,996
</TABLE>

NET ASSET VALUE

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

                                       30

<PAGE>

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

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

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

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

The NAV for each fund and class is determined  each business day at the close of
regular  trading on the New York Stock  Exchange  (typically  4:00 p.m.  Eastern
Time) by dividing a class's net assets by the number of its shares  outstanding.
On any day an international  market is closed 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

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

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

                                       31

<PAGE>


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

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

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

o        A Trustee or officer of the Trust; a Director or officer of the Adviser
         and  its   affiliates   or   Selling   Brokers;   employees   or  sales
         representatives of any of the foregoing; retired officers, employees or
         Directors of any of the  foregoing;  a member of the  immediate  family
         (spouse,  children,  grandchildren,  mother, father,  sister,  brother,
         mother-in-law,  father-in-law)  of any of the  foregoing;  or any fund,
         pension,  profit  sharing  or  other  benefit  plan of the  individuals
         described above.

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

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

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        Retirement plans participating in Merrill Lynch servicing programs,  if
         the Plan has more than 3 million of assets or 500 eligible employees at
         the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service
         Agreeement.  See your Merrill  Lynch  financial  consultant  for futhur
         information.
    
         
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:

       
                                       32

<PAGE>
         Amount Invested                                           CDSC Rate
         ---------------                                           ---------

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

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

* For  investments  made under these  provisions,  John Hancock Funds may make a
payment  out of its own  resources  to the  Selling  Broker in an amount  not to
exceed 0.25% of the amount invested.

   
Combination  Privilege.  In calculating the sales charge applicable to purchases
of Class A shares  made at one time,  the  purchases  will be combined to reduce
sales charges if made by (a) an individual, his or her 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) groups  which  qualify  for the Group  Investment  Program  (see
below).   Further  information  about  combined  purchases,   including  certain
restrictions on combined group purchases,  is available from Signature  Services
or a Selling Broker's representative.

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  current  value of the  Class A shares  of all John
Hancock  funds which carry a sales charge  already held by such person.  Class A
shares  of John  Hancock  money  market  funds  will  only be  eligible  for the
accumulation privilege if the investor has previously paid a sales charge on the
amount of those shares.

Group Investment Program. Under the Combination and Accumulation Privileges, all
members of a group may combine their  individual  purchases of Class A shares to
potentially  qualify for breakpoints in the sales charge schedule.  This feature
is  provided  to any  group  which (1) has been in  existence  for more than six
months,  (2) has a  legitimate  purpose  other than the  purchase of mutual fund
shares at a discount for its members,  (3) utilizes salary  deduction or similar
group methods of payment, and (4) agrees to allow sales materials of the fund in
its mailings to members at a reduced or no cost to John Hancock Funds.
    

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

                                       33
<PAGE>

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

DEFERRED SALES CHARGE ON CLASS B SHARES

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

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

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

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

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

                                       34

<PAGE>

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

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

For all account types:

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

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

*        Redemptions due to death or disability.

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

*        Redemptions of Class B shares made under a periodic withdrawal plan, as
         long as your  annual  redemptions  do not  exceed  12% of your  account
         value, including reinvested dividends, at the time you established your
         periodic withdrawal plan and 12% of the value of subsequent investments
         (less  redemptions)  in that  account at the time you notify  Signature
         Services.  (Please  note that this  waiver  does not apply to  periodic
         withdrawal  plan  redemptions  of Class A shares  that are subject to a
         CDSC).
                                       35

<PAGE>

   
*        Redemption by Retirement plans participating in Merrill Lynch servicing
         programs,  if the  Plan has  less  than $3  million  in  assets  or 500
         eligible employees at the date the Plan Sponsor signs the Merrill Lynch
         Recordkeeping  Service  Agreement.  See your  Merrill  Lynch  financial
         consultant for futher information.
     
For Retirement  Accounts (such as IRA,  SIMPLE,  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 accounts that purchased shares
         prior to May 15, 1995.

Please see matrix for reference.

                                       36

<PAGE>

<TABLE>
<CAPTION>
CDSC Waiver Matrix for Class B Funds

- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
Type of               401 (a) Plan       403 (b)           457              IRA, IRA         Non-
Distribution          (401 (k), MPP,                                        Rollover         retirement
                      PSP)
- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
<S>                   <C>                <C>               <C>              <C>              <C>
Death or              Waived             Waived            Waived           Waived           Waived
Disability
- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
Over 701/2           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 591/2         Waived             Waived            Waived           Waived for       12% of account
and 70 1/2                                                                  Life             value annually
                                                                            Expectancy or    in periodic
                                                                            12% of account   payments
                                                                            value annually
                                                                            in periodic
                                                                            payments
- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
Under 591/2           Waived             Waived for        Waived for       Waived for       12% of account
                                         annuity           annuity          annuity          value annually
                                         payments (72+)    payments (72+)   payments (72+)   in periodic
                                         or 12% of         or 12% of        or 12% of        payments
                                         account value     account value    account value
                                         annually in       annually in      annually in
                                         periodic          periodic         periodic
                                         payments          payments         payments
- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
Loans                 Waived             Waived            N/A              N/A              N/A
- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
Termintion 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 CDSC waiver under one of these situations,  you must notify
Signature  Services  at the time you make your  redemption.  The waiver  will be
granted  once  Signature  Services  has  confirmed  that you are entitled to the
waiver.

                                    37
<PAGE>

SPECIAL REDEMPTIONS

Although  it  would  not  normally  do so,  the  Fund  has the  right to pay the
redemption  price  of  shares  of the  Fund in  whole  or in  part in  portfolio
securities as prescribed by the Trustees.  When the shareholder  sells portfolio
securities  received in this fashion,  he or she will incur a brokerage  charge.
Any such  securities  would be valued for the purposes of making such payment at
the same value as used in determining  net asset value.  The Fund has 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.  The Fund  permits  exchanges of shares of any class of the
Fund for shares of the same class in any other John Hancock fund  offering  that
class.

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

If a shareholder  exchanges  Class B shares  purchased  prior to January 1, 1994
(except John Hancock Short-Term Strategic Income Fund) for Class B shares of any
other John Hancock fund, the acquired  shares will continue to be subject to the
CDSC schedule that was in effect when the exchanged shares were purchased.

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

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

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

   
Systematic  Withdrawal Plan. The Fund permits the  establishment of a Systematic
Withdrawal  Plan.  Payments under this plan represent  proceeds arising from the
redemption of Fund shares.  Since the redemption price of the Fund shares may be
more or less than the shareholder's cost, depending upon the market value of the
securities owned by the Fund at the time of redemption, the distribution of cash
pursuant to this plan may result in  realization of gain or loss for purposes of
Federal,  state  and  local  income  taxes.  The  maintenance  of  a  Systematic
Withdrawal  Plan  concurrently  with purchases of additional  Class A or Class B
shares of the Fund  could be  disadvantageous  to a  shareholder  because of the
initial  sales charge  payable on such  purchases of Class A shares and the CDSC

                                       38

<PAGE>

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

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

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

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

The program may be discontinued by the shareholder  either by calling  Signature
Services or upon written notice to Signature Services which is received at least
five (5) business days prior to the due date of any investment.

   
Reinstatement or Reinvestment Privilege. If Signature Services is notified prior
to reinvestment, 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 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 any John Hancock fund. If a CDSC was paid upon a redemption, a
shareholder may reinvest the proceeds from this 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.
    


To protect the interests of other investors in the Fund, the Fund may cancel the
reinvestment  privilege  of any parties  that,  in the opinion of the Fund,  are
using market timing  strategies or making more than seven exchanges per owner or
controlling  party per calendar year. Also, the Fund may refuse any reinvestment
request.

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

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

   
Retirement plans participating in Merrill Lynch's servicing programs:


Class A shares  are  available  at net asset  value for plans with $3 million in
plan assets or 500 eligible  employees  at the date the Plan  Sponsor  signs the
Merrill Lynch Recordkeeping Service Agreement.  If the plan does not meet either
of these limits, Class A shares are not available.
    
                                      
                                   39 

<PAGE>

   
For  participating  retirement  plans  investing in Class B shares,  shares will
convert  to Class A shares  after  eight  years,  or sooner if the plan  attains
assets of $5 million (by means of a CDSC-free  redemption/purchase  at net asset
value).
    

DESCRIPTION OF THE FUND'S SHARES

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

The shares of each class of the Fund represent an equal  proportionate  interest
in the aggregate net assets  attributable to that class of the Fund.  Holders of
Class A shares  and  Class B shares  have  certain  exclusive  voting  rights on
matters relating to their respective  distribution  plans. The different classes
of the  Fund  may  bear  different  expenses  relating  to the  cost of  holding
shareholder meetings necessitated by the exclusive voting rights of any class of
shares.

   
Dividends paid by the Fund, if any, with respect to each class of shares will be
calculated in the same manner,  at the same time and on the same day and will be
in the same amount, except for differences resulting from the facts that (i) the
distribution  and  service  fees  relating to Class A and Class B shares will be
borne   exclusively  by  that  class;  (ii)  Class  B  shares  will  pay  higher
distribution  and  service  fees than Class A shares;  and (iii) each of Class A
shares and Class B shares will bear any class  expenses  properly  allocable  to
that  class of  shares,  subject to the  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.  No  interest  will  be  paid on  uncashed  dividend  or
redemption checks.
    

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

Unless  otherwise  required by the Investment  Company Act or the Declaration of
Trust,  the Fund has no intention of holding annual  meetings of shareholders of
each class. Fund shareholders may remove a Trustee by the affirmative vote of at
least  two-thirds  of the  Trust's  outstanding  shares and the  Trustees  shall
promptly  call a meeting for such purpose when  requested to do so in writing by
the record holders of not less than 10% of the outstanding  shares of the Trust.
Shareholders   may,  under  certain   circumstances,   communicate   with  other
shareholders in connection with a request for a special meeting of shareholders.
However,  at any time that less than a majority of the Trustees  holding  office
were elected by the  shareholders,  the Trustees will call a special  meeting of
shareholders for the purpose of electing Trustees.
                                      
                                       40

<PAGE>

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..  Furthermore, no Fund included in the Fund's prospectus shall
be liable for the  liabilities  of any other John  Hancock  Fund.  Liability  is
therefore  limited to  circumstances in which the Fund itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.

   
The Fund reserves the right to reject any  application  which conflicts with the
Fund's  internal  policies or the  policies of any  regulatory  authority.  John
Hancock Funds does not accept credit card checks. Use of information provided on
the account  application  may be used by the Fund to verify the  accuracy of the
information or for  background or financial  history  purposes.  A joint account
will be administered as a joint tenancy with right of  survivorship,  unless the
joint owners notify  Signature  Services of a different  intent. A shareholder's
account is governed by the laws of The Commonwealth of Massachusetts.
    


TAX STATUS

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

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

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.

                                       41

<PAGE>

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

Foreign  exchange  gains and  losses  realized  by the Fund in  connection  with
certain  transactions  involving foreign  currency-denominated  debt securities,
certain foreign currency options,  foreign currency forward  contracts,  foreign
currencies,  or payables or receivables  denominated  in a foreign  currency are
subject to Section 988 of the Code, which generally causes such gains and losses


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

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

                                       42

<PAGE>

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

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

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

For purposes of the  dividends  received  deduction  available to  corporations,
dividends  received by the Fund,  if any,  from U.S.  domestic  corporations  in
respect of the stock of such  corporations  held by the Fund,  for U.S.  Federal
income  tax  purposes,  for at least  46 days  (91  days in the case of  certain
preferred  stock) and  distributed  and properly  designated  by the Fund may be
treated as qualifying  dividends.  Corporate  shareholders must meet the minimum
holding  period  requirement  stated above (46 or 91 days) with respect to their
shares of the Fund in order to qualify for the  deduction  and, if they have any
debt that is deemed under the Code directly  attributable to such shares, may be
denied a portion of the  dividends  received  deduction.  The entire  qualifying
dividend,  including  the  otherwise  deductible  amount,  will be  included  in
determining the excess (if any) of a corporate  shareholder's  adjusted  current
earnings over its alternative  minimum  taxable  income,  which may increase its
  
                                     43

<PAGE>

alternative  minimum  tax  liability,   if  any.  Additionally,   any  corporate
shareholder  should consult its tax adviser  regarding the possibility  that its
basis in its shares may be reduced,  for Federal income tax purposes,  by reason
of  "extraordinary  dividends"  received  with  respect to the  shares,  for the
purpose of computing its gain or loss on redemption or other  disposition of the
shares.

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

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

The Fund will be required to report to the Internal  Revenue Service (the "IRS")
all taxable  distributions to  shareholders,  as well as gross proceeds from the
redemption  or exchange  of Fund  shares,  except in the case of certain  exempt
recipients,  i.e.,  corporations  and certain other investors  distributions  to
which are exempt from the information  reporting  provisions of the Code.  Under
the backup withholding  provisions of Code Section 3406 and applicable  Treasury
regulations,  all such reportable  distributions  and proceeds may be subject to
backup  withholding  of  federal  income  tax at the  rate of 31% in the case of
non-exempt  shareholders  who fail to furnish a Fund with their correct taxpayer
identification number and certain  certifications  required by the IRS or if the
IRS or a broker  notifies the Fund that the number  furnished by the shareholder
is  incorrect  or that the  shareholder  is subject to backup  withholding  as a
result of failure to report  interest or dividend  income.  A Fund may refuse to
accept an application that does not contain any required taxpayer identification
number or  certification  that the number  provided  is  correct.  If the backup
withholding  provisions are  applicable,  any such  distributions  and proceeds,
whether taken in cash or  reinvested  in shares,  will be reduced by the amounts
required  to be  withheld.  Any  amounts  withheld  may be  credited  against  a
shareholder's U.S. federal income tax liability.  Investors should consult their
tax advisers about the applicability of the backup withholding provisions.

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

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

                                       44

<PAGE>

Certain options and forward foreign currency transactions undertaken by the Fund
may cause the Fund to  recognize  gains or losses  from  marking to market  even
though its positions  have not been sold or terminated  and affect the character
as long-term or short-term (or, in the case of certain foreign  currency-related
forward  contracts  or options,  as ordinary  income or loss) and timing of some
capital  gains and  losses  realized  by the Fund.  Also,  certain of the Fund's
losses  on its  transactions  involving  options  or  forward  contracts  and/or
offsetting or successor  portfolio  positions may be deferred  rather than being
taken into account  currently in calculating the Fund's taxable income or gains.
Certain of such  transactions  may also cause the Fund to dispose of investments
sooner than would  otherwise have  occurred.  These  transactions  may therefore
affect  the  amount,  timing  and  character  of  the  Fund's  distributions  to
shareholders. Certain of the applicable tax rules may be modified if the Fund is
eligible  and chooses to make one or more of certain tax  elections  that may be
available.  The Fund will take into  account the  special  tax rules  (including
consideration  of  available  elections)   applicable  to  options  and  forward
contracts in order to seek to minimize any potential adverse tax consequences.
 
The  foregoing  discussion  relates  solely to U.S.  Federal  income  tax law as
applicable to U.S. persons (i.e.,  U.S.  citizens or residents and U.S. domestic
corporations,  partnerships,  trusts or estates)  subject to tax under such law.
The discussion does not address special tax rules  applicable to certain classes
of investors,  such as tax-exempt entities,  insurance companies,  and financial
institutions.  Dividends, capital gain distributions,  and ownership of or gains
realized on the  redemption  (including  an exchange) of Fund shares may also be
subject to state and local  taxes.  Shareholders  should  consult  their own tax
advisers as to the  Federal,  state or local tax  consequences  of  ownership of
shares  of, and  receipt of  distributions  from,  the Fund in their  particular
circumstances.

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

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 October 31, 1996, the average annual returns for the Fund's Class A shares
for the one year and five year  periods and since  inception  on August 22, 1991
were 7.61%, 5.14% and 15.90%, respectively.  As of October 31, 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 7.48%,
15.13% and 20.40%, 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:

                                       45

<PAGE>

     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.

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

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

From time to time, in reports and promotional  literature,  the Fund's yield and
total  return  will be  compared  to  indices of mutual  funds and bank  deposit
vehicles such as Lipper Analytical Services, Inc.'s "Lipper -- Fixed Income Fund
Performance  Analysis," a monthly  publication  which  tracks net assets,  total
return,  and yield on 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

                                       46

<PAGE>

securities;  sales and redemptions of shares of beneficial interest; and changes
in  operating  expenses  are all examples of items that can increase or decrease
the Fund's performance.

BROKERAGE ALLOCATION

Decisions  concerning  the  purchase and sale of  portfolio  securities  and the
allocation  of  brokerage  commissions  are  made  by the  Adviser  pursuant  to
recommendations made by its investment committee of the Adviser,  which consists
of 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
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."  Debt  securities  are  generally
traded on a net basis through dealers acting for their own account as principals
and not as brokers; no brokerage commissions are payable on such transactions.

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

The Fund's  primary  policy is to execute all  purchases  and sales of portfolio
instruments  at the  most  favorable  prices  consistent  with  best  execution,
considering all of the costs of the transaction including brokerage commissions.
This policy governs the selection of brokers and dealers and the market in which
a transaction is executed.  Consistent with the foregoing  primary  policy,  the
Rules of Fair Practice of the National  Association of Securities  Dealer,  Inc.
and other  policies  that the Trustees may  determine,  the Adviser may consider
sales of shares of the Fund as a factor in the  selection of  broker-dealers  to
execute the Fund's portfolio transactions.

To the extent  consistent  with the foregoing,  the Fund will be governed in the
selection of brokers and dealers,  and the  negotiation of brokerage  commission
rates and dealer  spreads,  by the  reliability  and  quality  of the  services,
including primarily the availability and value of research  information and to a
lesser extent statistical  assistance  furnished to the Adviser of the Fund, and
their value and expected  contribution to the performance of the Fund. It is not
possible to place a dollar value on information and services to be received from
brokers and dealers,  since it is only  supplementary to the research efforts of
the  Adviser.  The receipt of  research  information  is not  expected to reduce
significantly  the  expenses  of  the  Adviser.  The  research  information  and
statistical  assistance  furnished  by brokers  and dealers may benefit the Life
Company or other  advisory  clients of the Adviser,  and  conversely,  brokerage
commissions and spreads paid by other advisory clients of the Adviser may result
in research information and statistical  assistance  beneficial to the Fund. The
Fund  will make no  commitments  to  allocate  portfolio  transactions  upon any
prescribed  basis.  While the  Adviser  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, 1996,
1995,  and 1994,  the Fund paid  negotiated  brokerage  commissions of $459,477,
$263,019, and $318,023, respectively.

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

                                       47

<PAGE>

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 October 31, 1996, the
Fund pay  commissions  of $56,032 as  compensation  to any brokers for  research
services  such as industry,  economic  and company  reviews and  evaluations  of
securities.

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

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

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

TRANSFER AGENT SERVICES

   
John Hancock Signature Services, Inc., 1 John Hancock Way Suite 1000, Boston, MA
02217- 1000, a wholly owned  indirect  subsidiary  of the Life  Company,  is the
transfer  and  dividend  paying  agent  for the Fund.  The Fund  pays  Signature
Services  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.
    

                                       48

<PAGE>

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  02116.  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 is  included  in the  Prospectus  and  this  Statement  of  Additional
Information have been audited by Ernst & Young LLP for the periods  indicated in
their report thereon appearing  elsewhere  herein,  and are included in reliance
upon such report given upon the  authority of such firm as experts in accounting
and auditing.





                                   49
<PAGE>

                                   APPENDIX A

                           Description of Bond Ratings

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

                         MOODY'S INVESTORS SERVICE, INC.

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

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

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

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

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

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







                                      A-1
<PAGE>

                         STANDARD & POOR'S RATINGS GROUP

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

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

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

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

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
















                                      A-2
<PAGE>

                                                     
                       JOHN HANCOCK GLOBAL TECHNOLOGY FUND

                           Class A and Class B Shares
   
                       Statement Of Additional Information

                    March 1, 1997 as revised December 8, 1997

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 combined  International/Global Fund's Prospectus dated March 1,
1997 as revised December 8, 1997 (the  "Prospectus").  The Fund is a diversified
series of John Hancock Series Trust (the "Trust").
    

This Statement of Additional Information is not a prospectus.  It should be read
in  conjunction  with the  Prospectus,  a copy of which can be obtained  free of
charge by writing or telephoning:

                      John Hancock Signature Services, Inc.
   
                         1 John Hancock Way, Suite 1000
    
                        Boston, Massachusetts 02217-1000
                                1-(800)-225-5291

                                            Table of Contents
                                                                            Page
   
Organization of the Fund .................................................    2
Investment Objectives and Policies .......................................    2
Investment Restrictions ..................................................   14
Those Responsible for Management ......... ...............................   16
Investment Advisory and Other Services ...................................   26
Distribution Contracts ...................................................   29
Net Asset Value ..........................................................   30
Initial Sales Charge on Class A Shares ...................................   31
Deferred Sales Charge on Class B Shares ..................................   34
Special Redemptions ......................................................   37
Additional Services and Programs .........................................   38
Description of the Fund's Shares .........................................   40
Tax Status ...............................................................   41
Calculation of Performance................................................   46
Brokerage Allocation .....................................................   47
Transfer Agent Services ..................................................   49
Custody of Portfolio .....................................................   49
Independent Auditors .....................................................   49
Appendix..................................................................  A-1
Financial Statements .....................................................  F-1
    

                                       1

<PAGE>


ORGANIZATION OF THE FUND

The Fund is a series of the Trust,  an open-end  investment  management  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.

John Hancock Advisers,  Inc. (the "Adviser") is the Fund's  investment  adviser.
The Adviser is 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.  The Fund's Sub-Adviser is American Fund Advisors, Inc. ("AFA" or
the "Sub-Adviser").

INVESTMENT OBJECTIVES AND POLICIES

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

Under  normal  market  conditions,  at least 65% of the Fund's  total assets are
invested in  securities  of the  technology  companies  noted above.  The Fund's
portfolio  is  primarily  comprised  of  U.S.  and  foreign  common  stocks  and
securities   convertible  into  common  stocks,   including  convertible  bonds,
convertible preferred stocks and warrants.

   
Investments in U.S. and foreign companies that rely extensively on technology in
product  development  or operations  may be expected to benefit from  scientific
developments and the application of technical  advances resulting from improving
technology  in many  different  fields,  such as computer  software and hardware
(including  internet-related  technology),  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, technology.
    

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

Risks of Technology-Intensive  Companies.  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

                                       2

<PAGE>

could become  increasingly  sensitive  to short  product  cycles and  aggressive
pricing. Accordingly, the Fund's performance will be particularly susceptible to
factors affecting these companies as well as the economy as a whole.

Investments in Foreign Securities.  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 Fund may invest in the  securities of foreign  issuers,  including
securities in the form of sponsored or unsponsored  American Depository Receipts
(ADRs), European Depository Receipts (EDRs) or other securities convertible into
securities of foreign issuers. ADRs are receipts typically issued by an American
bank or trust company which evidence  ownership of underlying  securities issued
by a foreign  corporation.  EDRs are receipts  issued in Europe which evidence a
similar ownership arrangement. Issuers of unsponsored ADRs are not contractually
obligated to disclose material information,  including financial information, in
the United  States.  Generally,  ADRs are designed for use in the United  States
securities markets and EDRs are designed for use in European securities markets.

Foreign Currency Transactions. 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 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 and
Sub-Adviser.

If the Fund  enters into a forward  contract  requiring  it to purchase  foreign
currency,  its custodian bank will segregate cash or liquid  securities,  of any
type or  maturity,  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 marked to market  daily and if the value of the
assets in the separate account  declines,  additional cash or liquid assets will
be added so that the value of the  account  will  equal the amount of the Fund's
commitment in forward 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.  These  transactions  also  preclude  the
opportunity for gain if the value of the hedged currency rises. Moreover, it may
not be possible for the Fund to hedge against a devaluation that is so generally
anticipated  that the Fund is not able to  contract  to sell the  currency  at a
price above the devaluation level it anticipates.

The cost to the Fund of engaging in foreign  currency  transactions  varies with
such factors as the currency involved, the length of the contract period and the

                                       3

<PAGE>

market  conditions then prevailing.  Since  transactions in foreign currency are
usually conducted on a principal basis, no fees or commissions are involved.

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

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

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

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

The dividends in some cases,  capital gains,  and interest payable on certain of
the Fund's foreign portfolio  securities,  may be subject to foreign withholding
or other  foreign  taxes,  thus  reducing  the net  amount  of  income  or gains
available for distribution to the Fund's shareholders.

These risks may be intensified in the case of investments in emerging markets or
countries  with limited or  developing  capital  markets.  These  countries  are
located in the Asia-Pacific region, Eastern Europe, Latin and South America, and
Africa. Security prices in these markets can be significantly more volatile than
in more developed countries,  reflecting the greater  uncertainties of investing
in less  established  markets  and  economies.  Political,  legal  and  economic
structures  in  many  of  these  emerging  market  countries  may be  undergoing
significant  evolution  and  rapid  development,  and they may lack the  social,
political,  legal  and  economic  stability  characteristic  of  more  developed
countries.  Emerging  market  countries may have failed in the past to recognize
private property rights. They may have relatively unstable governments,  present
the risk of nationalization of businesses, restrictions on foreign ownership, or

                                       4

<PAGE>

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.

Lower  Rated High Yield Debt  Obligations.  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.

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.

                                       5

<PAGE>

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 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.

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.

Repurchase Agreements.  In a repurchase agreement the Fund buys a security for a
relatively short period (usually not more than 7 days) subject to the obligation
to sell it back to the issuer at a fixed time and price plus  accrued  interest.
The Fund will enter into  repurchase  agreements  only with member  banks of the
Federal Reserve System and with "primary dealers" in U.S. Government securities.
The Adviser will continuously  monitor the  creditworthiness of the parties with
whom the Fund enters into repurchase agreements.

The Fund has  established a procedure  providing that the securities  serving as
collateral  for  each  repurchase  agreement  must be  delivered  to the  Fund's
custodian  either  physically or in book-entry form and that the collateral must
be marked to market  daily to ensure  that each  repurchase  agreement  is fully
collateralized  at all times.  In the event of  bankruptcy or other default by a
seller  of  a  repurchase  agreement,   the  Fund  could  experience  delays  in
liquidating the underlying  securities during the period in which the Fund seeks
to enforce its rights thereto,  possible subnormal levels of income,  decline in
value of the  underlying  securities  or lack of access to  income  during  this
period as well as the expense of enforcing its rights.

                                       6

<PAGE>

Reverse  Repurchase  Agreements.  The Fund may also enter into reverse  purchase
agreements  which  involve the sale of U.S.  Government  securities  held in its
portfolio to a bank with an agreement that the Fund will buy back the securities
at a fixed  future  date at a fixed  price plus an agreed  amount of  "interest"
which may be reflected in the repurchase price.  Reverse  repurchase  agreements
are  considered  to be  borrowings by the Fund.  Reverse  repurchase  agreements
involve the risk that the market value of securities  purchased by the Fund with
proceeds  of the  transaction  may  decline  below the  repurchase  price of the
securities  sold by the Fund which it is obligated to repurchase.  The Fund will
also  continue to be subject to the risk of a decline in the market value of the
securities sold under the agreements  because it will reacquire those securities
upon effecting  their  repurchase.  To minimize  various risks  associated  with
reverse  repurchase  agreements,  the Fund will  establish and maintain with the
Fund's custodian a separate account consisting of liquid securities, of any type
or  maturity,  in an  amount  at least  equal to the  repurchase  prices  of the
securities  (plus any  accrued  interest  thereon)  under  such  agreements.  In
addition,  the Fund will not enter into reverse repurchase  agreements and other
borrowings  except  from  banks as a  temporary  measure  for  extraordinary  or
emergency purposes  (including meeting  redemptions  without 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.  The  Fund  will  enter  into  reverse
repurchase  agreements  only with federally  insured banks which are approved in
advance as being creditworthy by the Trustees.  Under the procedures established
by the  Trustees,  the Adviser  will monitor the  creditworthiness  of the banks
involved.

Restricted Securities.  The Fund may purchase securities that are not registered
("restricted  securities")  under  the  Securities  Act of  1933  ("1933  Act"),
including  commercial  paper  issued in reliance on Section 4(2) of the 1933 act
and securities offered and sold to "qualified  institutional  buyers" under Rule
144A  under the 1933  Act.  The Fund  will not  invest  more than 15% of its net
assets  in  illiquid  investments.  If  the  Trustees  determine,  based  upon a
continuing review of the trading markets for specific Section 4(2) paper or Rule
144A securities,  that they are liquid,  will not be subject to the 15% 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.

Ratings as Investment  Criteria.  In general,  the ratings of Moody's  Investors
Service,  Inc. ("Moody's") and Standard & Poor's Ratings Group ("S&P") represent
the opinions of these  agencies as to the quality of the  securities  which they
rate.  It should be  emphasized,  however,  that such  ratings are  relative and
subjective and are not absolute standards of quality. These ratings will be used
by the Fund as initial criteria for the selection of portfolio securities. Among
the factors which will be considered are the long-term  ability of the issuer to
pay  principal  and interest and general  economic  trends.  Appendix A contains
further  information  concerning  the  ratings  of  Moody's  and S&P  and  their
significance.

Subsequent to its purchase by the Fund,  an issue of securities  may cease to be
rated or its rating may be reduced  below the minimum  required  for purchase by
the Fund. Neither of these events will require the sale of the securities by the

                                       7

<PAGE>

Fund,  but the Adviser will consider the event in its  determination  of whether
the Fund should continue to hold the securities.

Options on Securities,  Securities  Indices and Currency.  The Fund may purchase
and write (sell) call and put options on any  securities in which it may invest,
on any  securities  index based on  securities  in which it may invest or on any
currency in which Fund  investments  may be  denominated.  These  options may be
listed on national domestic securities exchanges or foreign securities exchanges
or traded in the  over-the-counter  market.  The Fund may write  covered put and
call options and purchase put and call  options to enhance  total  return,  as a
substitute  for the purchase or sale of  securities  or currency,  or to protect
against declines in the value of portfolio  securities and against  increases in
the cost of securities to be acquired.

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

All call and put options written by the Fund are covered.  A written call option
or put  option  may be covered  by (i)  maintaining  cash or liquid  securities,
either of which may be quoted or  denominated  in any currency,  in a segregated
account  maintained by the Fund's  custodian  with a value at least equal to the
Fund's  obligation  under the option,  (ii) entering into an offsetting  forward
commitment  and/or (iii)  purchasing  an  offsetting  option or any other option
which,  by virtue of its  exercise  price or  otherwise,  reduces the Fund's net
exposure on its written option position.  A written call option on securities is
typically  covered by maintaining  the securities that are subject to the option
in a segregated  account.  The Fund may cover call options on a securities index
by owning  securities whose price changes are expected to be similar to those of
the underlying index.

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

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

The purchase of a call option would  entitle the Fund, in return for the premium
paid, to purchase  specified  securities or currency at a specified price during
the option period. The Fund would ordinarily realize a gain on the purchase of a

                                       8

<PAGE>

call  option if,  during  the option  period,  the value of such  securities  or
currency  exceeded  the  sum  of  the  exercise  price,  the  premium  paid  and
transaction costs;  otherwise the Fund would realize either no gain or a loss on
the purchase of the call option.

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

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

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

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

                                       9

<PAGE>

The Fund's  ability to terminate  over-the-counter  options is more limited than
with  exchange-traded  options  and may  involve  the risk  that  broker-dealers
participating  in such  transactions  will not fulfill  their  obligations.  The
Adviser  will  determine  the  liquidity  of  each  over-the-counter  option  in
accordance with guidelines adopted by the Trustees.

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

Futures  Contracts and Options on Futures  Contracts.  To seek to increase total
return or hedge against changes in interest rates, securities prices or currency
exchange  rates,  the  Fund  may  purchase  and sell  various  kinds of  futures
contracts,  and  purchase  and  write  call and put  options  on  these  futures
contracts.  The Fund may also enter into closing purchase and sale  transactions
with respect to any of these contracts and options. The futures contracts may be
based on various  securities (such as U.S.  Government  securities),  securities
indices, foreign currencies and any other financial instruments and indices. All
futures  contracts  entered  into by the  Fund are  traded  on U.S.  or  foreign
exchanges  or boards of trade that are  licensed,  regulated  or approved by the
Commodity Futures Trading Commission ("CFTC").

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

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

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

The Fund may,  for  example,  take a "short"  position in the futures  market by
selling futures  contracts in an attempt to hedge against an anticipated rise in
interest  rates or a decline  in market  prices or foreign  currency  rates that
would adversely affect the dollar value of the Fund's portfolio securities. Such

                                       10

<PAGE>

futures  contracts may include  contracts for the future  delivery of securities
held by the Fund or  securities  with  characteristics  similar  to those of the
Fund's portfolio securities.  Similarly,  the Fund may sell futures contracts on
any currencies in which its portfolio securities are quoted or denominated or in
one  currency  to  hedge  against   fluctuations  in  the  value  of  securities
denominated  in a  different  currency  if  there is an  established  historical
pattern of correlation between the two currencies.

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

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

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

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

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

The  holder or writer of an option  on a  futures  contract  may  terminate  its
position by selling or purchasing an offsetting option of the same series. There

                                       11

<PAGE>

is no guarantee  that such  closing  transactions  can be  effected.  The Fund's
ability to establish  and close out positions on such options will be subject to
the development and maintenance of a liquid market.

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

To the  extent  that the Fund  engages  in  nonhedging  transactions  in futures
contracts  and options on futures,  the  aggregate  initial  margin and premiums
required to establish these  nonhedging  positions will not exceed 5% of the net
asset  value of the Fund's  portfolio,  after  taking  into  account  unrealized
profits and losses on any such  positions and excluding the amount by which such
options  were  in-the-money  at the time of  purchase.  The Fund will  engage in
transactions  in futures  contracts and related  options only to the extent such
transactions  are consistent with the  requirements of the Internal Revenue Code
of 1986,  as amended  (the  "Code"),  for  maintaining  its  qualification  as a
regulated investment company for federal income tax purposes.

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

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

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

                                       12

<PAGE>

securities is likely to fluctuate as a result of independent factors not related
to currency fluctuations.

Some futures  contracts or options on futures may become  illiquid under adverse
market conditions. In addition, during periods of market volatility, a commodity
exchange may suspend or limit trading in a futures  contract or related  option,
which may make the  instrument  temporarily  illiquid  and  difficult  to price.
Commodity exchanges may also establish daily limits on the amount that the price
of a  futures  contract  or  related  option  can vary from the  previous  day's
settlement  price.  Once the daily limit is reached,  no trades may be made that
day at a price  beyond the limit.  This may  prevent  the Fund from  closing out
positions and limiting its losses.

Lending  of  Securities.  The Fund may lend  portfolio  securities  to  brokers,
dealers,  and financial  institutions if the loan is  collateralized  by cash or
U.S. Government securities according to applicable regulatory requirements.  The
Fund may reinvest any cash collateral in short-term  securities and money market
funds.  When the  Fund  lends  portfolio  securities,  there is a risk  that the
borrower may fail to return the  securities  involved in the  transaction.  As a
result, the Fund may incur a loss or, in the event of the borrower's bankruptcy,
the Fund may be delayed in or prevented from liquidating the collateral. 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.

Rights  and  Warrants.  The Fund may  purchase  warrants  and  rights  which are
securities  permitting,  but  not  obligating,  their  holder  to  purchase  the
underlying securities at a predetermined price, subject to the Fund's Investment
Restrictions.  Generally,  warrants and stock purchase  rights do not carry with
them the right to receive  dividends or exercise  voting  rights with respect to
the underlying securities, and they do not represent any rights in the assets of
the issuer.  As a result, an investment in warrants and rights may be considered
to entail greater  investment risk than certain owner 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 Fund's  assets as  compared  with  investing  the same
amount in the underlying stock.

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

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

On the date the Fund  enters  into an  agreement  to  purchase  securities  on a
when-issued or forward  commitment  basis, the Fund will segregate in a separate

                                       13

<PAGE>

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

   
Short Term Trading and Portfolio Turnover. Short-term trading means the purchase
and subsequent sale of a security after it has been held for a relatively  brief
period of time.  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  portfolio turnover rate. A
high rate of  portfolio  turnover  (100% or  greater)  involves  correspondingly
greater brokerage  expenses.  The Fund's portfolio turnover rate is set forth in
the table under the caption "Financial Highlights" in the Prospectus.
    

INVESTMENT RESTRICTIONS

Fundamental Investment  Restrictions.  The following investment restrictions (as
well as the fund's investment objective) will not be changed without approval of
a majority 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) the holders of 67% or more of the Fund's shares  represented  at a
meeting if more than 50% of the Fund's  outstanding shares are present in person
or by  proxy at the  meeting  or (2) more  than  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
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

                                       14

<PAGE>

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 1/3% 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.

Nonfundamental  Investment  Restrictions.  The following investment restrictions
are  designated  as  nonfundamental  and may be changed by the 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 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.
    

         (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

                                       15

<PAGE>

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)      Invest in companies for the purpose of exercising control.

         (6)      Invest more than 15% of its net assets in illiquid securities.

If a percentage  restriction on investment or utilization of assets as set forth
above  is  adhered  to at the time an  investment  is made,  a later  change  in
percentage  resulting from changes in the value of the Fund's assets will not be
considered a violation of the restriction.
    

THOSE RESPONSIBLE FOR MANAGEMENT

The  business  of the Fund is  managed  by the  Trustees  of the Trust 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  or  Directors  of the  Adviser  or
Sub-Adviser, or officers and Directors of the Fund's principal distributor, John
Hancock Funds, Inc. ("John Hancock Funds").

                                       16

<PAGE>

<TABLE>
<CAPTION>
   
                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
<S>                                          <C>                                     <C>
Edward J. Boudreau, Jr. *               Trustee, Chairman and Chief            Chairman, Director and Chief
101 Huntington Avenue                   Executive Officer (1, 2)               Executive Officer, the Adviser;
Boston, MA  02199                                                              Chairman, Trustee and Chief
October 1944                                                                   Executive Officer, The Berkeley
                                                                               Financial Group ("The Berkeley     
                                                                               Group"); Chairman and Director, NM 
                                                                               Capital Management, Inc. ("NM      
                                                                               Capital"), John Hancock Advisers   
                                                                               International Limited ("Advisers   
                                                                               International") and Sovereign Asset
                                                                               Management Corporation ("SAMCorp");
                                                                               Chairman, Chief Executive Officer  
                                                                               and President, John Hancock Funds, 
                                                                               Inc. ("John Hancock Funds");       
                                                                               Chairman, First Signature Bank and 
                                                                               Trust Company; Director, John      
                                                                               Hancock Insurance Agency, Inc.     
                                                                               ("Insurance Agency, Inc."), John   
                                                                               Hancock Advisers International     
                                                                               (Ireland) Limited ("International  
                                                                               Ireland"), 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;        
                                                                               Director, John Hancock Freedom     
                                                                               Securities Corporation (until      
                                                                               September 1996); Director, John    
                                                                               Hancock Signature Services, Inc.   
                                                                               ("Signature Services") (until      
                                                                               January 1997).                     
                                                                               

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

                                       17
<PAGE>



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

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

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

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

                                       18
<PAGE>



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

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

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

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

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

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

                                       19
<PAGE>



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

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

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

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

                                       20
<PAGE>



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

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

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

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

- -------------------
*    Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company  Act of
1940
(1)  Member of the Executive Committee.  The Executive Committee may generally exercise most of the powers of
     the Board of Trustees.
(2)  A member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee.
    
  
                                     21

<PAGE>



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

John P. Toolan                          Trustee (3)                            Director, The Smith Barney Muni Bond
13 Chadwell Place                                                              Funds, The Smith Barney Tax-Free
Morristown, NJ  07960                                                          Money Funds, Inc., Vantage Money
September 1930                                                                 Market Funds (mutual funds), The
                                                                               Inefficient-Market Fund, Inc.      
                                                                               (closed-end investment company) and
                                                                               Smith Barney Trust Company of      
                                                                               Florida; Chairman, Smith Barney    
                                                                               Trust Company (retired December,   
                                                                               1991); Director, Smith Barney,     
                                                                               Inc., Mutual Management Company and
                                                                               Smith Barney Advisers, Inc.        
                                                                               (investment advisers) (retired     
                                                                               1991); Senior Executive Vice       
                                                                               President, Director and member of  
                                                                               the Executive Committee, Smith     
                                                                               Barney, Harris Upham & Co.,        
                                                                               Incorporated (investment bankers)  
                                                                               (until 1991).                      
                                                                               
Robert G. Freedman                      Vice Chairman and Chief Investment     Vice Chairman and Chief Investment
101 Huntington Avenue                   Officer (2)                            Officer, the Adviser; Director, the
Boston, MA  02199                                                              Adviser, Advisers International,
July 1938                                                                      John Hancock Funds, SAMCorp.,
                                                                               Insurance Agency, Inc.,            
                                                                               Southeastern Thrift & Bank Fund and
                                                                               NM Capital; Senior Vice President, 
                                                                               The Berkeley Group; President, the 
                                                                               Adviser (until December 1994);     
                                                                               Director, Signature Services (until
                                                                               January 1997).                     
                                                                               

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

                                       22
<PAGE>



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

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

John A. Morin                           Vice President                         Vice President and Secretary, the
101 Huntington Avenue                                                          Adviser, The Berkeley Group,
Boston, MA  02199                                                              Signature Services and John Hancock
July 1950                                                                      Funds; Secretary, NM Capital and
                                                                               SAMCorp.; Clerk, Insurance Agency,
                                                                               Inc.; Counsel, John Hancock Mutual
                                                                               Life Insurance Company (until     
                                                                               February 1996), and Vice President
                                                                               of John Hancock Distributors, Inc.
                                                                               (until April 1994).               
                                                                               

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

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

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

                                       23
<PAGE>



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

Barry J. Gordon                         President of the Fund                  President and Chairman of the Board
1415 Kellum Place                                                              of American Fund Advisors, Inc.;
Suite 205                                                                      Director and President of the
Garden City, NY  11530                                                         company and its predecessors (until
July 1945                                                                      1993); Chairman of the Board and
                                                                               President of National Value Fund,
                                                                               Inc. ("NVF") (until 1992); Vice
                                                                               President of F.G.S.K., Inc. (since
                                                                               1996); Chairman of the Board and
                                                                               Chief Executive Office (since 1990)
                                                                               of Baseball Entrepreneurs, Inc. and
                                                                               (from 1991 until 1992) of Hamilton
                                                                               Baseball Associates, Inc. (baseball
                                                                               club ownership), Chairman of the
                                                                               Board and Chief Executive Officer of
                                                                               Minor League Sports Enterprises,
                                                                               Inc. (baseball club ownership since
                                                                               1992); Director of Hain Food Group
                                                                               (food products) (since 1993);
                                                                               Director of Sports Heroes, Inc.
                                                                               (sports memorabilia) (from 1989
                                                                               until 1996); Director of Winfield
                                                                               Capital Corp. (SBIC) (since 1995);
                                                                               Chairman of Board of ACOL
                                                                               Acquisition Corp. (baseball club
                                                                               ownership since 1994); and Director
                                                                               of Skylands Park Management, Inc.
                                                                               (Sports Management since 1996).
- -------------------
*    Trustee may be deemed to be an "interested person" of the Fund as defined
     in the Investment Company Act of 1940
(1)  Member of the Executive Committee. The Executive Committee may generally
     exercise most of the powers of the Board of Trustees.
(2)  A member of the Investment Committee of the Adviser.
(3)  Member of the Audit Committee and the Administration Committee.
    

</TABLE>

                                       24

<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 directors and/or Trustees of one or more of the 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.  Messrs. Boudreau and Scipione, and Ms.
Hodsdon,  each a non-independent  Trustee,  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.
    
<TABLE>
<CAPTION>

                                                                               Total Compensation
                                                                               from all Funds in
                                        Aggregate                              John Hancock
                                        Compensation                           Fund Complex to 
Directors                               from the Fund*                         the Trustees**
- ---------                               --------------                         --------------
  <S>                                        <C>                                    <C>      
James F. Carlin                          $   1,981                              $ 74,250
William H. Cunningham+                       2,578                                74,250
Charles F. Fretz                             1,957                                74,500
Jack P. Gould#                               4,000                                 4,000
Harold R. Hiser. Jr.+                        1,854                                70,250
Charles L. Ladner                            1,957                                74,500
Leo E. Linbeck, Jr.                          2,578                                74,250
Patricia P. McCarter+                        1,957                                74,250
Steven R. Pruchansky +                       2,023                                77,500
Norman H. Smith+                             2,020                                77,500
John P. Toolan+                              1,957                                74,250
                                           --------                               ------
Total                                    $  24,862                              $749,500
</TABLE>

   
*        Compensation  is for the fiscal  period from January 1, 1996 to October
         31, 1996.
    

**       The total  compensation  paid by the John  Hancock  Fund Complex to the
         Independent Trustees is as of calendar year ended December 31, 1996. On
         that date there were 67 funds in the John  Hancock Fund  Complex,  with
         each of these Independent Trustees serve 32.
#        As of March 26, 1996, Mr. Gould resigned as a Trustee.

   
+        As of December 31, 1996,  the value of the aggregate  accrued  deferred
         compensation amount from all funds in the John Hancock Fund Complex for
         Mr. Cunningham was $131,741 for Mr. Hiser was $90,972, for Ms. McCarter
         was $67,548,  for Mr. Pruchansky was $28,731,  for Mr. Smith was $32314
         and for Mr.  Toolan  was  $163,385  under  the  John  Hancock  Deferred
         Compensation Plan for Independent Trustees.
    

                                       25
<PAGE>
<TABLE>
<CAPTION>



                                                                               Total Compensation
                                                                               from all Funds in
                                        Aggregate Compensation                 John Hancock
Advisory Board                          from the Fund*                         Fund Complex**
- --------------                          --------------                         --------------
    <S>                                      <C>                                     <C>
   
R. Trent Campbell                        $   4,906                                $  47,000
Mrs. Lloyd Bentsen                           4,906                                   47,000
Thomas R. Powers                             4,906                                   47,000
Thomas B. McDade                             4,906                                   47,000
                                             -----                                   ------
Total                                      $19,624                                 $188,000
    
</TABLE>

*        Compensation is for the fiscal year ended October 31, 1996.

**       Total  compensation  paid by the John  Hancock  Fund  Complex  is as of
         calendar year ended December 31, 1996.

As of January 31,  1996,  the officers and trustees of the Fund as a group owned
less than 1% of the outstanding shares of the fund.

As of January 31, 1997, the following  shareholders  beneficially owned 5% of or
more of outstanding shares of the Fund:

<TABLE>
<CAPTION>                                                                                                
                                                          Number of shares of     Percentage of total   
                                                          beneficial interest    outstanding shares of      
Name and Address of Shareholder      Class of Shares             owned           the class of the Fund       
- -------------------------------      ---------------             -----           ---------------------       
<S>                                        <C>                     <C>                   <C>
MLPF& S For The                          Class B                190,291                 8.68%
Sole Benefit of Its Customers
Attn: Fund Administration
4800 Deer Lake Drive East
Jacksonville FL 32246-6484
</TABLE>


INVESTMENT ADVISORY AND OTHER SERVICES

   
The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603,
was  organized in 1968 and has more than $22 billion in assets under  management
in its capacity as investment adviser to the Fund and the other mutual funds and
publicly traded investment  companies in the John Hancock group of funds, having
a combined total of over 1,080,000 shareholders.  The Adviser is an affiliate of
the  Life  Company,   one  of  the  most  recognized  and  respected   financial
institutions in the nation. With total assets under management of more than $100
billion,  the Life Company is one of the ten largest life insurance companies in

                                       26

<PAGE>

the United  States,  and carries a high  rating 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  (the  "Advisory
Agreement")  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. The Adviser and Sub-Adviser will:
(a) furnish  continuously  an  investment  program  for the Fund and  determine,
subject to the overall supervision and review of the Trustees, which investments
should be purchased,  held, sold or exchanged,  and (b) provide supervision over
all  aspects of the Fund's  operations  except  those which are  delegated  to a
custodian, transfer agent or other agent.

 The 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
Trustees  and  the  overall  supervision  of the  Adviser,  is  responsible  for
providing the Fund with investment advice.

Securities  held by the  Fund may  also be held by  other  funds  or  investment
advisory  clients  for  which  the  Adviser,  the  Sub-Adviser  or any of  their
respective   affiliates  provides   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.

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

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
comparable objectives. The Adviser, not the Fund, pays the Sub-Adviser a monthly

                                       27

<PAGE>

fee as described in the  Prospectus.  For the years ended December 31, 1995, and
1994, the Adviser received management fees of $1,045,680 (net of fee reduction),
and  $522,041,  respectively  and  administration  fees of $99,726 and $100,000,
respectively.  For the fiscal  period from January 1, through  October 31, 1996,
the Adviser received  management fees of $1,366,434,  and administration fees of
$83,191 from the Fund for each year.

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.

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
contract or any extension,  renewal or amendment  thereof remains in effect.  If
the  contract  is no longer in effect,  the Fund (to the extent that it lawfully
can)  will  cease to use such a 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 nonexclusive right to use the name "John Hancock"
or any  similar  name to any other  corporation  or  entity,  including  but not
limited to any investment company of which the Life Company or any subsidiary or
affiliate  thereof  or any  successor  to the  business  of  any  subsidiary  or
affiliate thereof shall be the investment adviser.

The  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
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.

The Advisory Agreement was approved by all of the Trustees, including all of the
Trustees who are not parties to the Advisory  Agreement or "interested  persons"
of any such  party.  The  investment  management  contract,  the  sub-investment
management contracts,  and the distribution  agreement discussed below, continue
in effect  from year to year if  approved  annually by vote of a majority of the
Trustees who are not  interested  persons of one of the parties to the contract,
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  Fund's
outstanding  voting  securities.  Both agreements  automatically  terminate upon
assignment  and may be terminated on 60 days' written  notice by either party or
by vote of a majority of the outstanding voting securities of the Fund.

In order to avoid conflicts with portfolio trades for the Fund, the Adviser, the
Sub-Adviser  and the  Fund  have  adopted  extensive  restrictions  on  personal
securities  trading by personnel of the Adviser and its affiliates.  In the case
of the Adviser,  some of these restrictions are:  pre-clearance for all personal
trades  and a ban on the  purchase  of  initial  public  offerings,  as  well as

                                       28

<PAGE>

contributions to specified charities of profits on securities held for less than
91 days. The  Sub-Adviser  has adopted  similar  restrictions,  which may differ
where  appropriate,  as long as they have the dame interest.  These restrictions
are a continuation of the basic principle that the interests of the Fund and its
shareholders come first.

DISTRIBUTION CONTRACTS

   
The Fund has a  Distribution  Agreement  with  John  Hancock  Funds.  Under  the
agreement,  John  Hancock  Funds is  obligated  to use its best  efforts to sell
shares of each class of the Fund.  Shares of the Fund are also sold by  selected
broker-dealers  (the "Selling  Brokers")  which have entered into selling agency
agreements  with John Hancock  Funds.  John Hancock Funds accepts orders for the
purchase  of the  shares of the Fund  which are  continually  offered at the net
asset value next  determined,  plus any applicable  sales charge.  In connection
with the sale of Class A or 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. John Hancock Funds may pay extra compensation to financial services firms
selling large amounts of fund shares. This compensation would be calculated as a
percentage of fund shares sold by the firm.
    

The Fund's Trustees 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%, respectively,  of the
Fund's  daily net assets  attributable  to shares of that  class.  However,  the
service  fee will not  exceed  0.25% of the  Fund's  average  daily  net  assets
attributable  to each class of  shares.  The  distribution  fees will be used to
reimburse John Hancock Funds for its  distribution  expenses,  including but not
limited to: (i) initial and ongoing sales  compensation  to Selling  Brokers and
others  engaged in the sale of Fund  shares;  (ii)  marketing,  promotional  and
overhead  expenses  incurred in connection with the distribution of Fund shares;
and (iii) with respect to Class B shares only, interest expenses on unreimbursed
distribution  expenses.  The  service  fees will be used to  compensate  Selling
Brokers and others 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, 1996, an aggregate of $1,170,398 of distribution expenses, or
2.59% 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 voting  securities of the Fund. The
Plans and all amendments were approved by the Trustees,  including a majority of
the Trustees who are not  interested  persons of the Fund and who have no direct
or indirect  financial  interest in the operation of the Plans (the "Independent
Trustees"), by votes cast in person at meetings called for the purpose of voting
on such Plans.

Pursuant to the Plans, at least quarterly,  John Hancock Funds 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 these reports on a
quarterly basis to determine their continued appropriateness.

                                       29

<PAGE>

The  Plans  provide  that  they will  continue  in effect  only so long as their
continuance is approved at least annually by a majority of both the Trustees and
Independent Trustees.

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

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

During the period ended  October 31, 1996,  the Fund paid John Hancock Funds the
following  amounts of expenses with respect to the Class A and Class B shares of
the Fund:

<TABLE>
<CAPTION>
                                  Expense Items

                                        Printing and          
Global                                  Mailing of          Compensation       Expenses of        Interest,        
Technology                              Prospectuses to     to Selling         John Hancock       Carrying or Other
Fund                 Advertising        New Shareholders    Brokers            Funds              Finance Charges
- ----                 -----------        ----------------    -------            -----              ---------------
<S>                      <C>                 <C>                <C>                <C>                   <C>
Class A Shares          58,056             9,352               143,800            189,788            $    -

Class B Shares          49,682             4,210                65,510            159,951             94,796
</TABLE>

NET ASSET VALUE

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

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

                                       30

<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 last
available bid price.

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 NAV for each fund and class is determined  each business day at the close of
regular  trading on the New York Stock  Exchange  (typically  4:00 p.m.  Eastern
time) by dividing a class's net assets by the number of its shares  outstanding.
On any day an international  market is closed 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

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 the  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  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  John  Hancock  Signature  Services,  Inc.
("Signature  Services") is notified by the investor's  dealer or the investor at
the time of the purchase, the cost of the Class A shares owned.
    
    
Without Sales Charge.  Class A shares may be offered  without a front-end  sales
charge or CDSC to various individuals and institutions as follows:

                                       31

<PAGE>

        * 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.*

        * 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.*

        * 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,  grandchildren,  mother,  father,  sister,  brother,
        mother-in-law,  father-in-law)  of any of the  foregoing;  or any  fund,
        pension,  profit  sharing  or other  benefit  plan  for the  individuals
        described above.

        * 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.

        * 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.

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

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

   
        * Retirement  plans   participating  in  Merrill  Lynch  servicing
        programs, if the Plan has more than $3 million in assets or 500 eligible
        employees  at  the  date  the  Plan  Sponsor  signs  the  Merrill  Lynch
        Recordkeeping  Service  Agreement.  See  your  Merrill  Lynch  financial
        consultant for further information.
    

        * 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 to $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.

* For  investments  made under these  provisions,  John Hancock Funds may make a
payment  out of its own  resources  to the  Selling  Broker in an amount  not to
exceed 0.25% of the amount invested.

   
Combination  Privilege.  In calculating the sales charge applicable to purchases
of Class A shares  made at one time,  the  purchases  will be combined to reduce
sales charges if made by (a) an individual, his or her 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) groups  which  qualify  for the Group  Investment  Program  (see
below).   Further  information  about  combined  purchases,   including  certain
restrictions on combined group purchases,  is available from Signature  Services
or Selling Broker's representative.

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 current  account  value of the Class A shares of all
John Hancock funds which carry a sales charge already held by such person. Class
A shares of John  Hancock  money  market  funds  will only be  eligible  for the
accumulation privilege if the investor has previously paid a sales charge on the
amount of those shares.

Group Investment Program. Under the Combination and Accumulation Privileges, all
members of a group may combine their  individual  purchases of Class A shares to
potentially  qualify for breakpoints in the sales charge schedule.  This feature
is  provided  to any  group  which (1) has been in  existence  for more than six
months,  (2) has a  legitimate  purpose  other than the  purchase of mutual fund
shares at a discount for its members,  (3) utilizes salary  deduction or similar
group methods of payment, and (4) agrees to allow sales materials of the fund in
its mailings to members at a reduced or no cost to John Hancock Funds.

Letter of Intention.  Reduced sales charges are also  applicable to  investments
pursuant to a Letter of Intention ("LOI"),  which should be read carefully prior
to its  execution  by an  investor.  The Fund offers two options  regarding  the
specified  period for making  investments  under the LOI. All investors have the
option of making their  investments over a period of thirteen 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 IRAs, 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 Signature Services.  The
sales charge  applicable to all amounts invested under the LOI is computed as if

                                       33

<PAGE>

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  applied  (including  accumulations  and
combinations) had the LOI been for the amount actually invested.
    
                   
The LOI  authorizes  Signature  Services  to hold in escrow  sufficient  Class A
shares  (approximately  5% of the  aggregate) to make up any difference in sales
charges on the amount intended to be invested and the amount actually  invested,
until such investment is completed  within the specified  period,  at which time
the escrowed Class A shares will be released.  If the total investment specified
in the LOI is not  completed,  the Class A shares held in escrow may be redeemed
and the  proceeds  used as required  to pay such sales  charge as may be due. By
signing the LOI, the investor authorizes Signature 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 the Fund will  receive the full
amount of the purchase payment.

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

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

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

   
In determining  whether a CDSC applies to a redemption,  the calculation will be
determined in a manner that results in the lowest  possible rate being  charged.
It will be assumed  that your  redemption  comes first from shares you have held
beyond  the  six-year  CDSC  redemption  period  or those you  acquired  through
dividend and capital gain  reinvestment,  and next from the shares you have held
the longest  during the six-year  period.  For this  purpose,  the amount of any
increase in a share's value above its initial  purchase price is not regarded as
a share exempt from CDSC.  Thus,  when a share that has  appreciated in value is
redeemed during the CDSC period, a CDSC is assessed only on its initial purchase
price.  However,  you cannot redeem  appreciation value only in order to avoid a
CDSC.
    
                                       34

<PAGE>

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.
    

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 a CDSC,
unless indicated otherwise, in the circumstances defined below.

For all account types:

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

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

*        Redemptions due to death or disability.

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

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

   
*        Redemptions  by  Retirement   plans   participating  in  Merrill  Lynch
         servicing  programs,  if the Plan has less than $3 million in assets or
         500 eligible  employees at the date the Plan Sponsor  signs the Merrill
         Lynch Recordkeeping Service Agreement. See your Merrill Lynch financial
         consultant for further information.

                                       35


<PAGE>

For Retirement  Accounts (such as IRA,  SIMPLE,  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>
CDSC Waiver Matrix for Class B Funds

- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
Type of               401 (a) Plan       403 (b)           457              IRA, IRA         Non-
Distribution          (401 (k), MPP,                                        Rollover         retirement
                      PSP)
- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
<S>                   <C>                <C>               <C>              <C>              <C>
Death or              Waived             Waived            Waived           Waived           Waived
Disability
- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
Over 701/2           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 591/2         Waived             Waived            Waived           Waived for       12% of account
and 70 1/2                                                                  Life             value annually
                                                                            Expectancy or    in periodic
                                                                            12% of account   payments
                                                                            value annually
                                                                            in periodic
                                                                            payments
- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
Under 591/2           Waived             Waived for        Waived for       Waived for       12% of account
                                         annuity           annuity          annuity          value annually
                                         payments (72+)    payments (72+)   payments (72+)   in periodic
                                         or 12% of         or 12% of        or 12% of        payments
                                         account value     account value    account value
                                         annually in       annually in      annually in
                                         periodic          periodic         periodic
                                         payments          payments         payments
- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
Loans                 Waived             Waived            N/A              N/A              N/A
- --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
Termintion 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 CDSC waiver under one of these situations,  you must notify
Signature  Services  at the time you make your  redemption.  The waiver  will be
granted once Signature Services has confirmed 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

                                       37

<PAGE>

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 John Hancock fund offering that class.

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

If a shareholder  exchanges  Class B shares  purchased  prior to January 1, 1994
(except John Hancock Short-Term Strategic Income Fund) for Class B shares of any
other John Hancock fund, the acquired  shares will continue to be subject to the
CDSC schedule that was in effect when the exchanged shares were purchased.

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

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

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

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

                                       38

<PAGE>

Monthly Automatic Accumulation Program ("MAAP"). The program is explained in the
Prospectus.  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 MAAP may be revoked by Signature
Services  without  prior  notice  if  any  investment  is  not  honored  by  the
shareholder's  bank.  The  bank  shall  be under no  obligation  to  notify  the
shareholder as to the non-payment of any checks.

The program may be discontinued by the shareholder  either by calling  Signature
Services or upon written notice to Signature Services which is received at least
five (5) business days prior to the due date of any investment.

   
Reinstatement  and  Reinvestment  Privilege.  If Signature  Services is notified
prior to  reinvestment,  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 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 any  John  Hancock  fund.  If a CDSC  was  paid  upon
redemption,  a shareholder may reinvest the proceeds from this 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.
    

To protect the interests of other investors in the Fund, the Fund may cancel the
reinvestment  privilege  of any parties  that,  in the opinion of the Fund,  are
using market timing  strategies or making more than seven exchanges per owner or
controlling  party per calendar year. Also, the Fund may refuse any reinvestment
request.

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

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

   
Retirement plans participating in Merrill Lynch's servicing programs:

Class A shares  are  available  at net asset  value for plans with $3 million in
plan assets or 500 eligible  employees  at the date the Plan  Sponsor  signs the
Merrill Lynch Recordkeeping Service Agreement.  If the plan does not meet either
of these limits, Class A shares are not available.

For  participating  retirement  plans  investing in Class B shares,  shares will
convert  to Class A shares  after  eight  years,  or sooner if the plan  attains
assets of $5 million (by means of a CDSC-free  redemption/purchase  at net asset
value).
    

                                       39

<PAGE>

DESCRIPTION OF THE FUND'S SHARES

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

The shares of each class of the Fund represent an equal  proportionate  interest
in the aggregate net assets  attributable to that class of the Fund.  Holders of
Class A and Class B shares  have  certain  exclusive  voting  rights on  matters
relating to their respective  distribution  plans. 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 and
Class B shares will bear any class expenses properly  allocable to that class of
shares,  subject to the conditions  the Internal  Revenue  Service  imposes with
respect to multiple-class  structures.  Similarly, the net asset value per share
may vary depending on whether Class A or Class B shares are purchased.

No interest will be paid on uncashed dividend or redemption checks.
    

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

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

Under Massachusetts law,  shareholders of a Massachusetts  business trust could,
under certain  circumstances,  be held personally liable for acts or obligations
of the Trust.  However,  the Fund's  Declaration  of Trust  contains  an express
disclaimer of  shareholder  liability for acts,  obligations  and affairs of the
Fund.  The  Declaration  of Trust also provides for  indemnification  out of the
Fund's  assets for all losses and expenses of any  shareholder  held  personally
liable by reason of being or having been a shareholder. The Declaration of Trust
also provides that no series of the Trust shall be liable for the liabilities of
any other series.  Furthermore, no fund included in this Fund's prospectus shall

                                       40

<PAGE>

be liable for the  liabilities  of any other John  Hancock  fund.  Liability  is
therefore  limited to  circumstances in which the Fund itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.

   
The Fund reserves the right to reject any  application  which conflicts with the
Fund's  internal  policies or the  policies of any  regulatory  authority.  John
Hancock Funds does not accept credit card checks. Use of information provided on
the account  application  may be used by the Fund to verify the  accuracy of the
information or for  background or financial  history  purposes.  A joint account
will be administered as a joint tenancy with right of  survivorship,  unless the
joint owners notify  Signature  Services of a different  intent. A shareholder's
account is governed by the laws of The Commonwealth of Massachusetts.
    

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.

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

                                       41

<PAGE>

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.

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

                                       42

<PAGE>

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  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 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

                                       43

<PAGE>

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 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

                                       44

<PAGE>

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 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

                                       45

<PAGE>

treatment that is different from that described  above.  These  investors may be
subject to nonresident alien withholding tax at the rate of 30% (or a lower rate
under an applicable  tax treaty) on amounts  treated as ordinary  dividends from
the Fund and, unless an effective IRS Form W-8 or authorized substitute for Form
W-8 is on file, to 31% backup  withholding  on certain  other  payments from the
Fund.  Non-U.S.  investors  should  consult  their tax advisers  regarding  such
treatment and the application of foreign taxes to an investment in the Fund.

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.

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 October 31, 1996 was (3.11)%,  18.43% and
12.50%, respectively.

The average annual total return of the Class B shares of the Fund for the 1 year
period ended October 31, 1996 and since inception on January 3, 1994 was (3.70)%
and 19.21%, respectively.

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, 5 and 10 year periods.

Because each share has its own sales charge and fee structure,  the classes have
different  performance  results.  In the case of Class A or Class B shares, this
calculation  assumes  the  maximum  sales  charge  is  included  in the  initial
investment or the CDSC is applied at the end of the period,  respectively.  This
calculation  assumes that all dividends and  distributions are reinvested at net
asset value on the reinvestment dates during the period. The "distribution rate"
is determined by  annualizing  the result of dividing the declared  dividends of
the Fund  during the period  stated by the maximum  offering  price or net asset
value at the end of the  period.  Excluding  the fund's  sales  charge  from the
distribution rate produces a higher rate.

In addition to average annual total returns,  the Fund may quote  unavereaged 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 sales charge on Class A
shares or the CDSC on Class B shares into  account.  Excluding  the Fund's sales

                                       46


<PAGE>

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  total
return  will be compared  to indices of mutual  funds such as Lipper  Analytical
Services,   Inc.'s   "Lipper-Mutual   Fund  Performance   Analysis,"  a  monthly
publication  which  tracks net assets  and total  return on 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
JOUNRAL,  MICROPAL, INC., MORNING STAR INC., STANGER'S 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 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 an investment committee of the Adviser which consists of
officers and directors of the Adviser, Sub-Adviser and officers and Trustees who
are  interested  persons  of the  Trust.  Orders  for  purchases  and  sales  of
securities are placed in a manner,  which,  in the opinion of the 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.

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

The Fund's  primary  policy is to execute all  purchases  and sales of portfolio
instruments  at the  most  favorable  prices  consistent  with  best  execution,
considering all of the costs of the transaction including brokerage commissions.
This policy governs the selection of brokers and dealers and the market in which
a transaction is executed.  Consistent with the foregoing  primary  policy,  the
Rules of Fair Practice of the National  Association of Securities Dealers,  Inc.
and  other  policies  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.
  
                                     47

<PAGE>

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 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  Trustees.  During  the  fiscal  year  ended
December 31, 1994 and 1995, the Fund paid total brokerage commissions, excluding
spreads or  commissions  on  principal  transactions,  of $81,677 and  $102,799,
respectively.  During the period ended from January 1, 1996 to October 31, 1996,
the Fund paid total brokerage  commissions,  excluding spreads or commissions on
principal transactions of $178,841.

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 policies as the Trustees may
adopt from time to time. During the fiscal year ended October 31, 1996, the Fund
directed commissions in the amount of $47,250 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 Distributors,  Inc., a broker-dealer ("Distributors"
or "Affiliated  Broker).  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.  For the
fiscal year ended October 31, 1996,  the Fund paid no brokerage  commissions  to
any Affiliated Broker.

Distributors 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 Investment Company 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 clearing  broker and  comparable to the Fund as determined by a majority
of the Trustees  who are not  interested  persons (as defined in the  Investment
Company Act) of the Fund,  the Adviser,  or the Affiliated  Broker.  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

                                       48

<PAGE>

and  related  skills will not be used by the  Affiliated  Brokers as a basis for
negotiating commissions at a rate higher than that determined in accordance with
the above criteria.

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

TRANSFER AGENT SERVICES
   
John Hancock Signature  Services,  Inc., 1 John Hancock Way, Suite 1000, Boston,
MA 02217- 1000, a wholly-owned  indirect  subsidiary of the Life Company, is the
transfer  and  dividend  paying  agent  for the Fund.  The Fund  pays  Signature
Services  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,  200  Clarendon  Street,
Boston,  Massachusetts  02116. 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, 200 Clarendon
Street, Boston, Massachusetts 02116. 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.


                                       49

<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.


         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
                                      A-1

<PAGE>

         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






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