HANCOCK JOHN SERIES TRUST
485APOS, 1999-09-28
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                                                               FILE NO.  2-75807
                                                               FILE NO. 811-3392
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A
                                   ---------
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933            (X)
                          Pre-Effective Amendment No.            ( )
                        Post-Effective Amendment No. 36          (X)
                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940        (X)
                                Amendment No. 39                 (X)
                                   ---------
                           JOHN HANCOCK SERIES TRUST
               (Exact Name of Registrant as Specified in Charter)
                             101 Huntington Avenue
                        Boston, Massachusetts 02199-7603
              (Address of Principal Executive Offices) (Zip Code)
                 Registrant's Telephone Number, (617) 375-1700
                                   ---------
                                 SUSAN S. NEWTON
                          Vice President and Secretary
                          John Hancock Advisers, Inc.
                             101 Huntington Avenue
                          Boston, Massachusetts 02199
                    (Name and Address of Agent for Service)
                                   ---------

It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b) of Rule 485
( ) on (date) pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a) of Rule 485
(X) on December 13, 1999 pursuant to paragraph (a) of Rule 485

If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
    previously filed post-effective amendment.

<PAGE>

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                                  John Hancock

                                  INSTITUTIONAL FUNDS

                                  CLASS I




                                  [LOGO] Prospectus
                                         December 13, 1999

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                             Small Cap Growth Fund
                             formerly Emerging Growth Fund

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these funds or determined whether the information in
this prospectus is adequate and accurate. Anyone who indicates otherwise is
committing a federal crime.




                  [LOGO] JOHN HANCOCK FUNDS
                         A Global Investment Management Firm

                         101 Huntington Avenue, Boston, Massachusetts 02199-7603


Draft 9/14/99

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                       THIS PAGE INTENTIONALLY LEFT BLANK


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Contents

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A summary of the fund's                   Small Cap Growth Fund                4
goals, strategies, risks,
performance and expenses.

Policies and instructions for             Your account
opening, maintaining and
closing an account.                       Who can buy shares                   6

                                          Opening an account                   6

                                          Buying shares                        7

                                          Selling shares                       8

                                          Transaction policies                10

                                          Dividends and account policies      10

                                          Business structure                  11

                                          For more information        back cover
<PAGE>


Small Cap Growth Fund

GOAL AND STRATEGY

[Clip art] The fund seeks long-term capital appreciation. To pursue this goal,
the fund normally invests at least 80% of assets in stocks of U.S. emerging
growth companies with market capitalizations of no more than $1 billion. The
managers look 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.

In managing the portfolio, the managers emphasize diversification by sector and
company. The fund's investments by sector, or sector weightings, generally
reflect those of the Russell 2000 Growth Index. The fund normally invests in 150
to 220 companies.

In choosing individual securities, the managers use fundamental financial
analysis to identify rapidly growing companies. The managers favor companies
that dominate their market niches or are poised to become market leaders. They
look for strong senior management teams and coherent business strategies. They
generally maintain personal contact with the senior management of the companies
the fund invests in.

The fund may invest up to 20% of assets in other types of companies and certain
other types of equity and debt securities. The fund may make limited use of
certain derivatives (investments whose value is based on indices, securities or
currencies).

In abnormal market conditions, the fund may temporarily invest more than 20% of
assets in investment-grade short-term securities. In these and other cases, the
fund might not achieve its goal.

The fund may trade securities actively, which could increase its transaction
costs (thus lowering performance) and increase your taxable dividends.

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PAST PERFORMANCE

[Clip art] The graph shows how the fund's total return has varied from year to
year, while the table shows performance over time (along with broad-based market
indices for reference). This information may help provide an indication of the
fund's risks. Since the Class I shares have no operational history, the
year-by-year and average annual figures are for Class B shares which are offered
in a separate prospectus. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. Class I
shares have no sales charges and lower expenses than the Class B shares. All
figures assume dividend reinvestment. Past performance does not indicate future
results.

- --------------------------------------------------------------------------------
Class B year-by-year total returns - calendar years
- --------------------------------------------------------------------------------
1989     1990    1991    1992     1993    1994     1995    1996    1997    1998


28.85%  -1.15%  58.82%  12.13%   11.82%  -1.49%   42.13%  12.95%  14.45%  11.65%
- --------------------------------------------------------------------------------

1999 total return as of June 30: 12.81%    Best quarter: Q4 `98, 32.73%
Worst quarter: Q3 `90, -23.09%

- --------------------------------------------------------------------------------
Average annual total returns - for periods ending 12/31/98
- --------------------------------------------------------------------------------

                                         1 year      5 year      10 year

Class B                                  10.29%      15.02%      17.75%
Class I - have not begun operations      -           -           -
Index 1                                  -2.55%      11.87%      12.92%
Index 2                                   1.23%      10.22%      11.54%

Index 1: Russell 2000 Index, an unmanaged index of 2,000 U.S.
small-capitalization common stocks.

Index 2: Russell 2000 Growth Index, an unmanaged index containing those stocks
from the Russell 2000 Index with a greater-than-average growth orientation.

PORTFOLIO MANAGERS

Bernice S. Behar, CFA
- ---------------------------------
Senior vice president of adviser
Joined team in 1996
Joined adviser in 1991
Began career in 1986

Laura J. Allen, CFA
- ---------------------------------
Senior vice president of adviser
Joined team in 1998
Joined adviser in 1998
Began career in 1981

Anurag Pandit, CFA
- ---------------------------------
Vice president of adviser
Joined team in 1996
Joined adviser in 1996
Began career in 1984

4
<PAGE>


MAIN RISKS

[Clip art] As with most growth funds, the value of your investment will go up
and down in response to stock market movements. Because the fund concentrates on
emerging growth companies, its performance may be more volatile than that of a
fund that invests primarily in larger companies.

Stocks of smaller emerging growth companies are more risky than stocks of larger
companies. Many of these companies are young and have a limited track record.
Because their businesses frequently rely on narrow product lines and niche
markets, they can suffer severely from isolated business setbacks.

The fund's management strategy will influence performance significantly.
Emerging growth stocks as a group could fall out of favor with the market,
causing the fund to underperform funds that focus on other types of stocks.
Similarly, if the managers' stock selection strategy does not perform as
expected, the fund could underperform its peers or lose money.

To the extent that the fund makes investments with additional risks, those risks
could increase volatility or reduce performance:

o In a down market, small- capitalization stocks, derivatives and other
  higher-risk securities could become harder to value or to sell at a fair
  price.

o Certain derivatives could produce disproportionate gains or losses.

o Foreign investments carry additional risks, including potentially unfavorable
  currency exchange rates, inadequate or inaccurate financial information and
  social or political upheavals.

Investments in the fund are not bank deposits and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency. You
could lose money by investing in this fund.

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YOUR EXPENSES

[Clip art] Operating expenses are paid from the fund's assets, and therefore are
paid by shareholders indirectly. Because Class I is new, its expenses are based
on Class B expenses, adjusted to reflect any changes.

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Annual operating expenses
- --------------------------------------------------------------------------------
Management fee                                       0.75%
Other expenses                                       0.22%
Total fund operating expenses                        0.97%

The hypothetical example below shows what your expenses would be if you invested
$10,000 over the time frames indicated, assuming you reinvested all
distributions and that the average annual return was 5%. The example is for
comparison only, and does not represent the fund's actual expenses and returns,
either past or future.

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Expenses                   Year 1       Year 3       Year 5       Year 10
- --------------------------------------------------------------------------------
Class I                    $99          $309         $536         $1,190


FUND CODES
- --------------------------
Ticker            -
CUSIP             -
Newspaper         -
SEC number        811-3392
JH fund number    460

                                                                               5
<PAGE>


Your account

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WHO CAN BUY SHARES

John Hancock institutional funds are offered without any sales charge to certain
types of investors, as noted below:

o Retirement and other benefit plans not affiliated with the adviser.

o Certain trusts, endowment funds and foundations.

o Banks and insurance companies buying shares for their own account.

o Investment companies not affiliated with the adviser.

o Any entity that is considered a corporation for tax purposes.

o Any state, county or city, or its instrumentality, department, authority or
  agency.

o Retirement plans of the adviser and its affiliates, including the adviser's
  affiliated brokers.

Your broker or agent may charge you a fee to effect transactions in fund shares.

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

1 Read this prospectus carefully.

2 Determine if you are eligible, referring to "Who can buy shares" on the left.

3 Determine how much you want to invest. The minimum initial investment is
  $250,000, unless you invest an aggregate of at least $1 million in any of the
  institutional funds or any Class I shares. There is no minimum investment for
  plans with at least 350 eligible employees.

4 Complete the appropriate parts of the account application, carefully following
  the instructions. You must submit additional documentation when opening trust,
  corporate or power of attorney accounts. You must notify your financial
  representative or Signature Services if this information changes. If you have
  questions or need more details, please contact Signature Services at
  1-800-755-4371.

5 Complete the appropriate parts of the account privileges 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.

6 Make your initial investment using the table on the next page.


6 YOUR ACCOUNT
<PAGE>

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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 "John Hancock Signature          to "John Hancock Signature
              Services, Inc."                     Services, Inc."

            o Mail your check and completed     o Fill out the detachable
              application to Signature            investment slip from an
              Services (address below).           account statement. If no
                                                  slip is available, include
                                                  a note specifying the fund
                                                  name(s), your account number
                                                  and the name(s) in which the
                                                  account is registered.

                                                o Mail your check and
                                                  investment slip or note to
                                                  Signature Services (address
                                                  below).

By exchange
[Clip art]   o Call Signature Services          o Call Signature Services
               to request an exchange.            to request an exchange.
               You may only exchange for          You may only exchange for
               shares of other institutional      shares of other institutional
               funds or other Class I shares.     funds or other Class I shares.

By wire
[Clip art]   o Mail your completed application  o Instruct your bank to wire
               to Signature Services.             the amount of your investment
                                                  to:
             o Obtain your account number by
               calling Signature Services.         First Signature Bank & Trust
                                                   Account # 900022260
             o Instruct your bank to wire the      Routing # 211475000
               amount of your investment to:
                                                Specify the fund name(s), your
                First Signature Bank & Trust    account number and the name(s)
                Account # 900022260             in which the account is
                Routing # 211475000             registered. Your bank may
                                                charge a fee to wire funds.
             Specify the fund name(s),
             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(s), your account
                                                  number, the name(s) in which
                                                  the account is registered and
                                                  the amount of your investment.

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Address:
John Hancock Signature Services, Inc.
101 Huntington Avenue
Attn: Participant Service Center
5th Floor
Boston, MA 02199

Phone Number: 1-800-755-4371
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                                                                  YOUR ACCOUNT 7
<PAGE>

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

By letter
[Clip art]  o Sales of any amount; however,   o Write a letter of instruction
              sales of $5 million or more       indicating the fund name,
              must be made by letter.           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 Sales of up to $5 million.       o For automated service 24 hours
                                                 a day using your touch-tone
                                                 phone, call the EASI-Line at
                                                 1-800-597-1897.

                                               o To place your request with a
                                                 representative at John Hancock
                                                 Funds, call Signature Services
                                                 between 8 a.m. and 4 p.m.
                                                 Eastern Time on most business
                                                 days.

                                               o Redemption proceeds of up to
                                                 $100,000 may be sent by wire
                                                 or by check. A check will be
                                                 mailed to the exact name(s)
                                                 and address on the account.
                                                 Redemption proceeds exceeding
                                                 $100,000 must be wired to your
                                                 designated bank account.

By wire or electronic funds transfer (EFT)     o To verify that the telephone
[Clip art]   o Requests by letter to             redemption privilege is in
               sell any amount.                  place on an account, or to
                                                 request the forms to add it
             o Requests by phone to sell         to an existing account, call
               up to $5 million (accounts        Signature Services.
               with telephone redemption
               privileges).                    o Amounts of $5 million or more
                                                 will be wired on the next
                                                 business day.

                                               o Amounts up to $100,000 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 Sales of any amount.            o Obtain a current prospectus
                                                 for the fund into which you
                                                 are exchanging by calling
                                                 Signature Services.

                                               o Call Signature Services to
                                                 request an exchange. You
                                                 may only exchange for shares
                                                 of other institutional funds
                                                 or other Class I shares.

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Address:
John Hancock Signature Services, Inc.
101 Huntington Avenue
Attn: Participant Service Center
5th Floor
Boston, MA 02199

Phone Number: 1-800-755-4371
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8 YOUR ACCOUNT
<PAGE>


Selling shares in writing In certain circumstances, you will need to make your
request to sell shares in writing. You may need to include additional items with
your request, unless they were previously provided to Signature Services and are
still accurate. These items are 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 and are requesting payment
  by check

o you are selling more than $5 million worth of shares

You will need to obtain your signature guarantee from a member of the Signature
Guarantee Medallion Program. Most brokers and securities dealers are members of
this program. A notary public CANNOT provide a signature guarantee.

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

Owners of corporate, sole                  o Letter of instruction.
proprietorship, general partner
or association accounts.                   o Corporate business/organization
                                             resolution, certified within the
                                             past 12 months, or a
                                             business/organization
                                             certification form.

                                           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).


Retirement plan or pension                 o Letter of instruction.
trust accounts.
                                           o On the letter, the signature(s)
                                             of the trustee(s).

                                           o Copy of the trust document
                                             certified within the past
                                             12 months or a trust
                                             certification form.

                                           o Signature guarantee if
                                             applicable (see above).


Account types not listed above.            o Call 1-800-755-4371 for
                                             instructions.


                                                                  YOUR ACCOUNT 9
<PAGE>


TRANSACTION POLICIES
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Valuation of shares The net asset value per share (NAV) for the fund is
determined each business day at the close of regular trading on the New York
Stock Exchange (typically 4 p.m. Eastern Time). The fund uses market prices in
valuing portfolio securities, but may use fair-value estimates if reliable
market prices are unavailable. The fund may also value securities at fair value
if the value of these securities has been materially affected by events occuring
after the close of a foreign market. The fund may trade foreign stock or other
portfolio securities on U.S. holidays and weekends, even though the fund's
shares will not be priced on those days. This may change the fund's NAV on days
when you cannot buy or sell shares.

Buy and sell prices When you buy shares, you pay the NAV. When you sell shares,
you receive the NAV.

Execution of requests The 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 Signature Services receives your
request in good order.

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. 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 institutional fund for shares of any
other institutional fund or other Class I shares. The registration for both
accounts involved must be identical.

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.

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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 month

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

Dividends The funds declare and pay any income dividends annually. Capital
gains, if any, are distributed annually.

Dividend reinvestments Dividends will be reinvested automatically in additional
shares of the same fund 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.

10 YOUR ACCOUNT
<PAGE>


Taxability of dividends For investors who are not exempt from federal income
taxes, dividends you receive from a fund, whether reinvested or taken as cash,
are generally considered taxable. Dividends from a fund's short-term capital
gains are taxable as ordinary income. Dividends from a fund's long-term capital
gains are taxable at a lower rate. Whether gains are short-term or long-term
depends on the fund's holding period. Some dividends paid in January may be
taxable as if they had been paid the previous December.

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 if you are not exempt from federal income
taxes. 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.

Year 2000 compliance The adviser and the fund's service providers are taking
steps to address any year 2000-related computer problems. However, there is some
risk that these problems could disrupt the issuers in which the fund invests,
the fund's operations or financial markets generally.

Special investment privilege If you sell your shares as a result of withdrawing
from your retirement plan, you will not be able to withdraw the proceeds and
reinvest them in fund shares. However, you can reinvest in Class A shares of any
John Hancock fund without paying a front-end sales charge. This privilege is
available whether you reinvest into a taxable account or roll the proceeds into
an IRA. If you reinvest in a taxable account, you may be subject to 20% tax
withholding on the amount of your distribution.

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BUSINESS STRUCTURE

The fund's board of trustees oversees the fund's business activities and retains
the services of the various firms that carry out the fund's operations. The
trustees have the power to change the fund's investment goals without
shareholder approval.

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

Management fees For the period ended October 31, 1999, the fund paid the
investment adviser management fees at an annual rate of 0.75% of average net
assets.


                                                                 YOUR ACCOUNT 11
<PAGE>

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For more information
- --------------------------------------------------------------------------------

Two documents are available that offer further information on the John Hancock
Small Cap Growth Fund:

ANNUAL/SEMIANNUAL
REPORT TO SHAREHOLDERS

Includes financial statements, a discussion of the market conditions and
investment strategies that significantly affected performance, as well as the
auditors' report (in annual report only).

STATEMENT OF ADDITIONAL
INFORMATION (SAI)

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

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

To request a free copy of the current annual/semiannual report or the SAI,
please contact John Hancock:

By mail:
John Hancock Signature
Services, Inc.
101 Huntington Avenue
Attn: Participant Service Center
5th Floor
Boston, MA 02199

By phone: 1-800-755-4371

By EASI-Line: 1-800-597-1897

By TDD: 1-800-462-0825

On the Internet:
www.jhfunds.com

Or you may view or obtain these documents from the SEC:

In person: at the SEC's Public
Reference Room in Washington, DC

By phone: 1-800-SEC-0330

By mail: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-6009
(duplicating fee required)

On the Internet: www.sec.gov

(C) 1999 John Hancock Funds, Inc.
                     600PN  9/99

[LOGO] JOHN HANCOCK FUNDS
       A Global Investment Management Firm

       101 Huntington Avenue,
       Boston, Massachusetts
       02199-7603

       JOHN HANCOCK (R)


<PAGE>



                       JOHN HANCOCK SMALL CAP GROWTH FUND


                  Class A, Class B, Class C and Class I Shares
                       Statement of Additional Information

                                December 13, 1999

This Statement of Additional Information provides information about John Hancock
Small Cap Growth  Fund (the  "Fund"),  in addition  to the  information  that is
contained in the combined Growth Fund's  Prospectus and in the Fund's Prospectus
for Class I shares (the  "Prospectuses").  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  Prospectuses,  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 Objective and Policies.........................................     2
Investment Restrictions...................................................    14
Those Responsible for Management..........................................    17
Investment Advisory and Other Services....................................    27
Distribution Contracts....................................................    28
Sales Compensation........................................................    30
Net Asset Value...........................................................    33
Initial Sales Charge on Class A Shares....................................    34
Deferred Sales Charge on Class B and Class C Shares.......................    36
Special Redemptions.......................................................    40
Additional Services and Programs..........................................    40
Description of the Fund's Shares..........................................    42
Tax Status................................................................    43
Calculation of Performance................................................    48
Brokerage Allocation......................................................    49
Transfer Agent Services...................................................    51
Custody of Portfolio......................................................    51
Independent Auditors......................................................    51
Appendix A- Description of Investment Risk................................   A-1
Appendix B-Description of Bond and Commercial Paper Ratings...............   B-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 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 April 1, 1999, the Fund was called John Hancock  Emerging  Growth
Fund.

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.

INVESTMENT OBJECTIVE AND POLICIES


The following  information  supplements the discussion of the Fund's  investment
objective  and  policies  discussed  in the  Prospectuses.  Appendix  A contains
further  information  describing  investment  risk. The investment  objective is
non-fundamental. There is no assurance that the Fund will achieve its investment
objective.

The Fund seeks long-term  capital  appreciation.  The Fund invests  primarily 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.

The Fund currently  favors  companies that have  demonstrated  20% annual growth
over three years and are projected to continue  growing at a similar pace.  This
strategy can be changed at any time.

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.

                                       2
<PAGE>


Most of the Fund's investments will be in equity securities of U.S. companies.
However, since many emerging companies are located outside the United States, a
significant portion of the Fund's investments may occasionally be invested in
equity securities of non-U.S. companies.

While the Fund will invest primarily in emerging  companies,  the balance of the
Fund's assets may be invested in: (1) other common stocks; (2) preferred stocks;
(3) convertible securities (up to 10% of the Fund's total assets may be invested
in convertible securities rated as low as "B" by Standard & Poor's Ratings Group
("S&P")  or  Moody's  Investors  Service,   Inc.  ("Moody's")  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 United
States  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.

                                       3
<PAGE>


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.

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


                                       4
<PAGE>


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 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 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.  Forward
contracts are 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 may elect to hedge less than all
of its foreign portfolio positions.
The Fund will not engage in speculative forward currency transactions.

If the Fund enters into a forward  contract to purchase  foreign  currency,  the
fund will segregate  cash or liquid  securities,  of any type or maturity,  in a
separate  account in an amount  necessary to complete  forward  contract.  These
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 commitments in
purchased forward 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 B 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 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.  To minimize  various  risks
associated  with reverse  repurchase  agreements,  the Fund will  establish  and
maintain 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.

                                       7
<PAGE>


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
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 total  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 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.

                                       8
<PAGE>


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
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.

                                       9
<PAGE>


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.

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 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 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.

                                       10
<PAGE>


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  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 securities,  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.

                                       11
<PAGE>


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
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 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.

                                       12
<PAGE>


Perfect correlation between the Fund's futures positions and portfolio positions
will be impossible to achieve. 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.

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.

                                       13
<PAGE>


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

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

Fundamental Investment Restrictions.  The following investment restrictions will
not be changed  without the  approval  of a majority  of the Fund's  outstanding
voting  securities  which,  as used in the  Prospectus  and  this  Statement  of
Additional  Information  means the  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 that meeting
or (2) more than 50% of the Fund's outstanding shares.

The Fund may not:

(1)      Borrow money in an amount in excess of 33-1/3% of its total assets, and
         then  only  as a  temporary  measure  for  extraordinary  or  emergency
         purposes (except that it may enter into a reverse repurchase  agreement
         within the limits  described in the Prospectus or this SAI), or pledge,
         mortgage or hypothecate an amount of its assets (taken at market value)
         in excess of 15% of its total  assets,  in each case taken at the lower
         of  cost  or  market  value.  For  the  purpose  of  this  restriction,
         collateral  arrangements  with respect to options,  futures  contracts,
         options on futures  contracts and collateral  arrangements with respect
         to initial and variation margins are not considered a pledge of assets.

(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.

                                       14
<PAGE>


(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
         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.

                                       15
<PAGE>


(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

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 values of the Fund's assets will not be
considered a violation of the restriction.

                                       16
<PAGE>


THOSE RESPONSIBLE FOR MANAGEMENT

The business of the Fund is managed by its Trustees,  who elect officers who are
responsible for the day-to-day  operations of the Fund and who execute  policies
formulated by the Trustees. Several of the officers and Trustees of the Fund are
also  officers and  directors  of the Adviser or officers  and  directors of the
Fund's principal distributor, John Hancock Funds, Inc. ("John Hancock Funds").


<TABLE>
<CAPTION>

                                         Positions Held                         Principal Occupation(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, Director and Chief
October 1944                                                                    Executive Officer, The Berkeley
                                                                                Financial Group, Inc. ("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
                                                                                and Chief Executive Officer, 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.


                                       17
<PAGE>

                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
     <S>                                       <C>                                         <C>

Stephen L. Brown*                        Trustee                                Chairman and Chief Executive
John Hancock Place                                                              Officer, John Hancock Mutual Life
P.O. Box 111                                                                    Insurance Company; Director, the
Boston, MA 02117                                                                Adviser, John Hancock Funds,
July 1937                                                                       Insurance Agency, John Hancock
                                                                                Subsidiaries, Inc., The Berkeley
                                                                                Group, Federal Reserve Bank of
                                                                                Boston, Signature Services (until
                                                                                January 1997;) Trustee, John
                                                                                Hancock Asset Management (until
                                                                                March 1997).


James F. Carlin                          Trustee                                Chairman and CEO, Carlin
233 West Central Street                                                         Consolidated, Inc.
Natick, MA 01760                                                                (management/investments); Director,
April 1940                                                                      Arbella Mutual (insurance), Health
                                                                                Plan Services, Inc., Massachusetts
                                                                                Health and Education Tax Exempt
                                                                                Trust, Flagship Healthcare, Inc.,
                                                                                Carlin Insurance Agency, Inc., West
                                                                                Insurance Agency, Inc. (until May
                                                                                1995), Uno Restaurant Corp.;
                                                                                Chairman, Massachusetts Board of
                                                                                Higher Education (until 1999).




- -------------------
*    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.



                                       18
<PAGE>


                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
     <S>                                       <C>                                         <C>

William H. Cunningham                    Trustee                                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)
                                                                                (1985-1998); Jefferson-Pilot
                                                                                Corporation (diversified life
                                                                                insurance company) and LBJ
                                                                                Foundation Board (education
                                                                                foundation); Advisory Director,
                                                                                Chase Bank (formerly Texas Commerce
                                                                                Bank - Austin).


Ronald R. Dion                           Trustee                                President and Chief Executive
250 Boylston Street                                                             Officer, R.M. Bradley &  Co., Inc.;
Boston, MA 02116                                                                Director, The New England Council
March 1946                                                                      and Massachusetts Roundtable;
                                                                                Trustee, North Shore Medical Center
                                                                                and a corporator of the Eastern
                                                                                Bank; Trustee, Emmanuel College; Director
                                                                                BJ's Wholesale Club, Inc.


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



- -------------------
*    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.



                                       19
<PAGE>


                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
     <S>                                       <C>                                         <C>

Anne C. Hodsdon *                        Trustee and President (1,2)            President, Chief Operating Officer,
101 Huntington Avenue                                                           Chief Investment Officer and
Boston, MA  02199                                                               Director, the Adviser, The Berkeley
August 1953                                                                     Group; Executive Vice President and
                                                                                Director, John Hancock Funds;
                                                                                Director, 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                                Senior Vice President and Chief
UGI Corporation                                                                 Financial Officer, UGI Corporation
P.O. Box 858                                                                    (Public Utility Holding Company)
Valley Forge, PA  19482                                                         (retired 1998); Vice President and
February 1938                                                                   Director for AmeriGas, Inc. (retired
                                                                                1998); Vice President of AmeriGas
                                                                                Partners, L.P. (until 1997);
                                                                                Director, EnergyNorth, Inc. (until
                                                                                1995).

- -------------------
*    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.



                                       20
<PAGE>


                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
     <S>                                       <C>                                         <C>

Leo E. Linbeck, Jr.                      Trustee                                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, Linbeck Construction
                                                                                Corporation; Director, Duke Energy
                                                                                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); Director, Greater
                                                                                Houston Partnership.


Steven R. Pruchansky                     Trustee (1)                            Director and President, Mast
4327 Enterprise Avenue                                                          Holdings, Inc. (since 1991);
Naples, FL  34104                                                               Director, First Signature Bank &
August 1944                                                                     Trust Company (until August 1991);
                                                                                Director, Mast Realty Trust (until
                                                                                1994); President, Maxwell Building
                                                                                Corp. (until 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.




                                       21
<PAGE>


                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
     <S>                                       <C>                                         <C>

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

Norman H. Smith                          Trustee                                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.


                                       22
<PAGE>


                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
     <S>                                       <C>                                         <C>

John P. Toolan                           Trustee                                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).


Osbert M. Hood                           Senior Vice President and Chief        Senior Vice President , Chief
101 Huntington Avenue                    Financial Officer                      Financial Officer and Treasurer, the
Boston, MA  02199                                                               Adviser, the Berkeley Group and John
August 1952                                                                     Hancock Funds, Inc.; Vice President
                                                                                and Chief Financial Officer, John
                                                                                Hancock Mutual Life Insurance
                                                                                Company Retail Sector (until 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.


                                       23
<PAGE>


                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
     <S>                                       <C>                                         <C>

John A. Morin                            Vice President                         Vice President and Secretary, the
101 Huntington Avenue                                                           Adviser, The Berkeley Group,
Boston, MA  02199                                                               Signature Services, John Hancock
July 1950                                                                       Funds, NM Capital and SAMCorp.;
                                                                                Clerk, Insurance Agency, Inc.;
                                                                                Counsel, John Hancock Mutual Life
                                                                                Insurance Company (until February
                                                                                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.
March 1950
James J. Stokowski                       Vice President, Treasurer and Chief    Vice President, the Adviser.
101 Huntington Avenue                    Accounting Officer
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.
</TABLE>



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,  Brown and Scipione
and Ms. Hodsdon, 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.

                                       24
<PAGE>



                                                          Total
                                                          Compensation
                                                          from all Funds in
                                   Aggregate              John Hancock
                                   Compensation           Fund Complex to
Trustees                           from the Fund(1)       Trustees (2)
- --------                           ----------------       ------------

James F. Carlin                      $ 4,641                $ 74,000
William H. Cunningham*                 4,641                  74,000
Ronald R. Dion                           748                  18,500
Charles F. Fretz                       3,837                  57,121
Harold R. Hiser, Jr.*                  4,393                  70,000
Charles L. Ladner                      4,779                  77,100
Leo E. Linbeck, Jr.                    4,641                  74,000
Patricia P. McCarter                   2,942                  43,696
Steven R. Pruchansky                   4,838                  77,100
Norman H. Smith                        4,925                  79,350
John P. Toolan*                        4,779                  77,100
                                    --------                --------
Total                                $45,164                $721,967

      (1)    Compensation is for fiscal year ended October 31, 1998.


      (2)    Total  compensation  paid by the John  Hancock  Fund Complex to the
             Independent  Trustees is for the calendar  year ended  December 31,
             1998 As of that  date,  there  were  sixty-seven  funds in the John
             Hancock  Fund  Complex,  with  each of these  Independent  Trustees
             serving on thirty three funds.



      (*)    As of December 31, 1998 the value of the aggregate accrued deferred
             compensation  from all Funds in the John  Hancock  fund complex for
             Mr.  Cunningham  was $320,943 for Mr. Hiser was  $115,084,  for Ms.
             McCarter was  $183,645,  for Mr.  Purchansky  was $75,016,  for Mr.
             Smith was $109,807 and for Mr.  Toolan was $403,714  under the John
             Hancock Deferred  Compensation  Plan for Independent  Trustees (the
             "Plan").

All of the officers listed are officers or employees of the Adviser,  Subadviser
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  September  8, 1999,  the  officers  and  trustees of the Trust as a group
beneficially  owned less than 1% of the  outstanding  shares of the Fund.  As of
that  date,  the  following  shareholders  beneficially  owned 5% or more of the
outstanding shares of the Fund listed below:



                                       25
<PAGE>



                                                                 Percentage of
                                                                  Outstanding
               Name and Address                     Class          Shares of
                of Shareholder                    of Shares      Class of Fund
                --------------                    ---------      -------------

MLPF&S For The Sole Benefit Of Its Customers          A             10.68%
Attn: Fund Administration
4800 Deerlake Drive East
Jacksonville FL 32246-6484

MLPF&S For The Sole Benefit Of Its Customers          B             23.78%
Attn: Fund Administration
4800 Deerlake Drive East
Jacksonville FL 32246-6484

MLPF&S For The Sole Benefit Of Its Customers          C             21.85%
Attn: Fund Administration
4800 Deerlake Drive East
Jacksonville FL 32246-6484



INVESTMENT ADVISORY AND OTHER SERVICES


The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603,
was organized in 1968 and has more than $30 billion in assets under management
in its capacity as investment adviser to the Fund and the other funds in the
John Hancock group of funds as well as institutional accounts. 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 the United States and carries high ratings from Standard & Poor's
and A.M. Best. Founded in 1862, the Life Company has been serving clients for
over 130 years.


The Fund has entered  into an  investment  management  contract  (the  "Advisory
Agreement")  with the Adviser  which was  approved  by the Fund's  shareholders.
Pursuant to the Advisory Agreement,  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 but not
limited to  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,
maintaining a committed  line of credit 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.

                                       26
<PAGE>


As compensation for its services under the Advisory Agreement, the Fund pays the
Adviser  monthly  a fee,  equal on an annual  basis to 0.75%,  based on a stated
percentage of the average daily net assets of the Fund.

For the years ended October 31, 1996, 1997 and 1998, the Adviser received a fee
of $4,796,777, $5,110,454 and $4,728,134, respectively.

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

Pursuant to the Advisory  Agreement,  the Adviser is 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  its  Advisory  Agreement  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 Advisory Agreement.

Under the Advisory  Agreement,  the Fund may use the name "John  Hancock" or any
name derived from or similar to it only for so long as the Advisory Agreement or
any extension,  renewal or amendment  thereof  remains in effect.  If the Fund's
Advisory  Agreement  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.

The continuation of the Advisory Agreement and Distribution Agreement (discussed
below) was  approved by all of the  Trustees.  The  Advisory  Agreement  and the
Distribution Agreement, will continue in effect from year to year, provided that
its  continuance  is approved  annually both (i) by the holders of a majority of
the outstanding voting securities of the Trust or by the Trustees, and (ii) by a
majority of the  Trustees who are not parties to the  Agreement  or  "interested
persons" of any such  parties.  Both  agreements  may be  terminated  on 60 days
written notice by any party or by vote of a majority of the  outstanding  voting
securities of the Fund and will terminate automatically if assigned.

                                       27
<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 years ended October 31, 1998, 1997 and 1996,
the Fund paid the Adviser  $105,162,  $125,076 and $101,864,  respectively,  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")  that 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 Fund 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.  In the case of Class B or Class C  shares,  the  broker  receives
compensation  immediately  but John Hancock Funds is  compensated  on a deferred
basis.

Total  underwriting  commissions  for sales of the Fund's Class A shares for the
fiscal period ended October 31, 1998, 1997 and 1996 were $405,078,  $403,208 and
$795,886, respectively, and $61,937, $62,078 and $109,314, were retained by John
Hancock  Funds in 1997,  1996  and  1995,  respectively.  The  remainder  of the
underwriting commissions were reallowed to Selling Brokers.


The Fund's  Trustees  adopted  Distribution  Plans with respect to each class of
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% for Class A shares  and 1.00% for Class B
and Class C shares of the Fund's average 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 and Class C shares only,  interest expenses on
unreimbursed  distribution expenses. The service fees will be used to compensate
Selling  Brokers


                                       28
<PAGE>


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 and Class C Plans 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 and Class C Plans as a liability
of the Fund because the Trustees may terminate the Class B and/or Class C Plans
at any time with no additional liability for these expenses to the shareholder
and the Fund. For the fiscal year ended October 31, 1998, an aggregate of
$12,165,567 of distribution expenses or 2.84% 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. For the period from June 1, 1998 to October 31, 1998, an aggregate of
$2,732 of distribution expenses or 0.40% of the average net assets of the Class
C 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
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
majority  vote of the Trustees  and the  Independent  Trustees of the Fund.  The
holders of Class A, Class B and Class C 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.


Class I shares of the Fund are not subject to any  distribution  plan.  Expenses
associated  with the obligation of John Hancock Funds to use its best efforts to
sell Class I shares  will be paid by the  Adviser or by John  Hancock  Funds and
will not be paid from the fees paid under Class A, Class B or Class C Plans.


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 Fund.

                                       29
<PAGE>


During the fiscal year ended October 31, 1998,  the Fund paid John Hancock Funds
the  following  amounts of expenses in  connection  with their  services for the
Fund:

<TABLE>
<CAPTION>

                                       Printing and                                              Interest,
                                       Mailing of                                Expenses        Carrying or
                                       Prospectuses                              of John         Other
                                       to new             Compensation to        Hancock         Finance
                      Advertising      Shareholders       Selling Brokers        Funds           Charges
                      -----------      ------------       ---------------        -----           -------
  <S>                     <C>               <C>                  <C>              <C>              <C>

Class A                $ 84,440            $11,164               $202,702        $196,808                0
Class B                $443,466            $60,598             $1,376,125      $1,033,562       $1,243,172
Class C                    $239                $14                     $7            $894               $3
</TABLE>

SALES COMPENSATION


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

Compensation  payments  originate from two sources:  from sales charges and from
12b-1 fees that are paid out of the fund's  assets.  The sales charges and 12b-1
fees  paid  by  investors  are  detailed  in  the   prospectus   and  under  the
"Distribution  Contracts"  in this  Statement  of  Additional  Information.  The
portions of these  expenses that are reallowed to financial  services  firms are
shown on the next page. For Class I shares,  John Hancock Funds may make payment
out of its own resources to a Selling  Broke who sells shares of the Fund.  This
payment may not exceed 0.15% of the amount invested.


Whenever  you make an  investment  in the  Fund,  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.  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 by the Fund.

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.

                                       30
<PAGE>


<TABLE>
<CAPTION>

                                                        Maximum                 First year
                                Sales charge            reallowance             service            Maximum total
                                paid by investors       or commission           fee (% of net      compensation (1)
Class A investments             (% of offering price)   (% of offering price)   investment) (3)    (% 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 Class A share of
$1 million or more (4)
- ----------------------

First $1M - $4,999,999          --                      0.75%                    0.25%               1.00%
Next $1 - $5M above that        --                      0.25%                    0.25%               0.50% (2)
Next $1 or more above that      --                      0.00%                    0.25%               0.25% (2)


Retirement investments
of Class A shares of
$1 million or more *
- --------------------

First $1M - $24,999,999         --                      0.75%                    0.25%               1.00%
Next $25M -$49,999,999          --                      0.25%                    0.25%               0.50%
Next $1 or more above that      --                      0.00%                    0.25%               0.25%

                                                        Maximum
                                                        reallowance              First year          Maximum total
                                                        or commission            service fee (% of   Compensation (1)
Class B investments                                     (% of offering price)    net investment)(3)  (% of offering price)
- -------------------                                     ---------------------    ------------------  ---------------------

All amounts                                             3.75%                    0.25%               4.00%

                                                        Maximum
                                                        reallowance              First year          Maximum total
                                                        or commission            service fee (% of   Compensation (1)
Class C investments                                     (% of offering price)    net investment)(3)  (% of offering price)
- -------------------                                     --------------------     ------------------  ---------------------

All amounts                                             0.75%                    0.25%               1.00%
</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) For Group Investment Programs sales, the maximum total compensation for
investments of $1 million or more is 1.00% of the offering price (one year CDSC
of 1.00% applies for each sale).

(3) After first year subsequent service fees are paid quarterly in arrears.

                                       31
<PAGE>


(4) Includes new investments aggregated with investments since the last annual
reset. John Hancock Funds may take recent redemptions into account in
determining if an investment qualifies as a new investment.

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

*Retirement  investments  only.  These include  traditional,  Roth and Education
IRAs, SIMPLE IRAs, SIMPLE 401(k),  Rollover IRA, TSA, 457, 403(b), 401(k), Money
Purchase  Pension  Plan,  profit-sharing  plan  and  other  retirement  plans as
described in the Internal Revenue Code.



NET ASSET VALUE

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

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

Equity  securities  traded on a  principal  exchange or NASDAQ  National  Market
Issues  are  generally  valued  at last  sale  price  on the  day of  valuation.
Securities  in the  aforementioned  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.

                                       32
<PAGE>



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 of the Fund, the
investor is entitled to  accumulate  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 contingent  deferred sales charge ("CDSC") to various  individuals and
institutions as follows:

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,   daughter-in-law,   son-in-law,  niece,
         nephew,  grandparents  and same  sex  domestic  partner)  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 a signed  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 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 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.

o        Retirement plans investing  through the PruArray  Program  sponsored by
         Prudential Securities.

                                       33
<PAGE>


o        Pension plans transferring  assets from a John Hancock variable annuity
         contract to the Fund pursuant to an exemptive  application  approved by
         the Securities and Exchange Commission.

o        Existing  full  service  clients  of the Life  Company  who were  group
         annuity  contract  holders as of  September  1, 1994,  and  participant
         directed  retirement plans with at least 100 eligible  employees at the
         inception of the Fund  account.  Each of these  investors  may purchase
         Class A shares with no initial sales charge. However, if the shares are
         redeemed  within 12 months after the end of the calendar  year in which
         the purchase was made, a CDSC will be imposed at the following rate:


         Amount Invested                                        CDSC Rate
         ---------------                                        ---------

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

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

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). A company's (not an individual's) qualified and non-qualified retirement
plan  investments can be combined to take advantage of this  privilege.  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 being  invested but also
the investor's 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. Retirement plan investors may include the value of Class
B shares if Class B shares held are greater  than $1 million.  Retirement  plans
must notify  Signature  Services to utilize.  A company's (not an  individual's)
qualified and non-qualified  retirement plan investments can be combined to take
advantage of this privilege.

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.

                                       34
<PAGE>


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  retirement  plan,
however, may opt to make the necessary  investments called for by the LOI over a
forty-eight (48) month period. These retirement plans include traditional,  Roth
and Education IRAs, SEP, SARSEP,  401(k),  403(b) (including TSAs),  SIMPLE IRA,
SIMPLE 401(k),  Money Purchase Pension,  Profit Sharing and Section 457 plans. A
individual;s  non-qualified and qualified  retirement plan investments cannot be
combined  to  satisfy  an  LOI  of 48  months.  Such  an  investment  (including
accumulations  and  combinations  but not including  reinvested  dividends) 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 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  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  shares and may be
terminated at any time.


Because Class I shares are sold at net asset value without the imposition of any
sales  charge,  none  of the  privileges  described  under  these  captions  are
available to Class I investors, with the following exception:

Combination Privilege. As explained in the Fund's Prospectus for Class I Shares,
a Class I investor may qualify for the minimum  $1,000,000  investment  (or such
other  amount as may be  determined  by the Fund's  officers)  if the  aggregate
amount of his  current and prior  investments  in Class I shares of the Fund and
Class I shares of any other John Hancock Fund and/or in any of the series of the
John Hancock Institutional Series Trust exceeds $1,000,000.


DEFERRED SALES CHARGE ON CLASS B AND CLASS C SHARES

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

Contingent Deferred Sales Charge.  Class B and Class C shares which are redeemed
within  six years or one year of  purchase,  respectively,  will be subject to a
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 or Class C 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.

                                       35
<PAGE>


Class B shares are not available to full-service  retirement 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 from the time of any payment for the  purchase of both Class B and Class C
shares,  all payments  during a month will be aggregated and deemed to have been
made on the first day of the month.

In determining  whether a CDSC applies to a redemption,  the calculation will be
determined in a manner that results in the lowest  possible rate being  charged.
It will be assumed  that your  redemption  comes first from shares you have held
beyond  the  six-year  CDSC  redemption  period  for  Class B or one  year  CDSC
redemption period for Class C 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 Class B shares. 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.

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:

   oProceeds of 50 shares redeemed at $12 per shares (50 x 12)          $600.00
   o*Minus Appreciation ($12 - $10) x 100 shares                        (200.00)
   o Minus proceeds of 10 shares not subject to
     CDSC (dividend reinvestment)                                       (120.00)
                                                                        --------
   oAmount subject to CDSC                                              $280.00


   *The appreciation is based on all 100 shares in the  account not just
    the shares being redeemed.


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 and  Class C  shares,  such as the  payment  of  compensation  to select
Selling  Brokers for selling Class B and Class C shares.  The combination of the
CDSC and the  distribution  and service fees facilitates the ability of the Fund
to sell the Class B and Class C shares  without a sales charge being deducted at
the time of the purchase.

                                       36
<PAGE>


Waiver  of  Contingent  Deferred  Sales  Charge.  The  CDSC  will be  waived  on
redemptions of Class B and Class C 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.  (Does not apply to trust
         accounts unless trust is being dissolved.)

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



*        Redemptions  of Class B (but not Class C) shares  made under a periodic
         withdrawal  plan,  or  redemptions  for fees  charged  by  planners  or
         advisors for advisory  services,  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 or Class C 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.

*        Redemptions of Class A or Class C shares by retirement plans that
         invested through the PruArray Program sponsored by Prudential
         Securities.

For Retirement Accounts (such as traditional, Roth, Education IRAs, SIMPLE IRAs,
SIMPLE 401(k),  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 sections
         401(a)  (such  as Money  Purchase  Pension  Plans  and  Profit  Sharing
         Plan/401(k)  Plans), 457 and 408 (SEPs and SIMPLE IRAs) of the Internal
         Revenue Code.

*        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.

                                       37
<PAGE>

<TABLE>
<CAPTION>

Please see matrix for some examples.
         <S>                   <C>              <C>               <C>              <C>               <C>

- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Type of                 401 (a) Plan      403 (b)           457              IRA, IRA          Non-retirement
Distribution            (401 (k), MPP,                                       Rollover
                        PSP)
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Death or Disability     Waived            Waived            Waived           Waived            Waived
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Over 70 1/2             Waived            Waived            Waived           Waived for        12% of account
                                                                             mandatory         value annually
                                                                             distributions     in periodic
                                                                             or 12% of         payments
                                                                             account value
                                                                             annually in
                                                                             periodic
                                                                             payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Between 59 1/2          Waived            Waived            Waived           Waived for Life   12% of account
and 70 1/2                                                                   Expectancy or     value annually
                                                                             12% of account    in periodic
                                                                             value annually    payments
                                                                             in periodic
                                                                             payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Under 59 1/2            Waived for        Waived for        Waived for       Waived for        12% of account
(Class B only)          annuity           annuity           annuity          annuity           value annually
                        payments (72t)    payments (72t)    payments (72t)   payments (72t)    in periodic
                        or 12% of         or 12% of         or 12% of        or 12% of         payments
                        account value     account value     account value    account value
                        annually in       annually in       annually in      annually in
                        periodic          periodic          periodic         periodic
                        payments.         payments.         payments.        payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Loans                   Waived            Waived            N/A              N/A               N/A
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Termination of Plan     Not Waived        Not Waived        Not Waived       Not Waived        N/A
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Hardships               Waived            Waived            Waived           N/A               N/A
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Qualified Domestic      Waived            Waived            Waived           N/A               N/A
Relations Orders
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Termination of          Waived            Waived            Waived           N/A               N/A
Employment Before
Normal Retirement Age
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Return of Excess        Waived            Waived            Waived           Waived            N/A
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
</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.

                                       38
<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,  the  shareholder  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  Investment  Company  Act.  Under
that rule the Fund must redeem its shares for cash except to the extent that the
redemption payments to any 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 a 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 transaction 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 500 Index Fund and John Hancock
Intermediate 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 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 change 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 which 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 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 and Class C shares and because  redemptions  are taxable
events.  Therefore,  a shareholder should not purchase 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.

                                       39
<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 order 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 the 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.

                                       40
<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 two 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. The Trustees have also authorized the issuance of three classes of
shares of the Fund, designated as Class A, Class B, Class C and Class I.


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
each class of 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 each class will be borne  exclusively
by that class; (ii) Class B and Class C shares will pay higher  distribution and
service  fees than Class A shares,  and (iii) each class of 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 which
class of 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.

                                       41
<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  starter,  credit card or third party checks.  All
checks  returned by the post office as  undeliverable  will be reinvested at net
asset  value in the fund or funds from which a  redemption  was made or dividend
paid. 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. For telephone transactions, the transfer agent 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,  the transfer agent 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.

Selling activities for the Fund may not take place outside the U.S. exempt with
U.S. military bases, APO addresses and U.S. diplomats. Brokers of record on
Non-U.S. investors' accounts with foreign mailing addresses are required to
certify that all sales activities have occurred, and in the future will occur,
only in the U.S. A Foreign corporation may purchase shares of the Fund only if
it has a U.S. mailing address.

TAX STATUS

The Fund, is treated as a separate  entity for accounting and tax purposes,  has
qualified as a "regulated investment company" under Subchapter M of the Internal
Revenue  Code of 1986,  as amended  (the  "Code"),  and  intends to  continue to
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 its 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 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  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.

                                       42
<PAGE>


Distributions,  if any,  in excess of E&P will  constitute  a return of  capital
under the Code, which will first reduce an investor's  federal tax basis in Fund
shares and then, to the extent such basis is exceeded,  will generally give rise
to capital gains.  Shareholders who have chosen automatic  reinvestment of their
distributions  will have a federal tax basis in each share received  pursuant to
such a  reinvestment  equal to the amount of cash they would have  received  had
they  elected  to receive  the  distribution  in cash,  divided by the number of
shares received in the reinvestment.

If the Fund invests in stock  (including  an option to acquire  stock such as is
inherent in a convertible bond) of certain foreign  corporations that receive at
least 75% of their annual gross income from passive  sources  (such as interest,
dividends,  certain rents and 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. An election  may be  available  to  ameliorate  these
adverse tax consequences, but could require the Fund to recognize taxable income
or gain without the concurrent  receipt of cash.  These  investments  could also
result in the treatment of associated capital gains as ordinary income. The Fund
may limit and/or manage its holdings in passive foreign investment  companies or
make an available  election 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.   Transactions  in  foreign
currencies  that are not directly  related to the Fund's  investment in stock or
securities, including speculative currency positions 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, 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.

                                       43
<PAGE>


The amount of the Fund's net realized  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 and/or engage in options,  futures or forward 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  or other  disposition  of shares of the Fund  (including  by
exercise of the exchange  privilege) in a transaction  that is treated as a sale
for tax  purposes,  a shareholder  may realize a taxable gain or loss  depending
upon the amount of the proceeds  and the  investor's  basis in his shares.  Such
gain or loss will be treated as capital  gain or loss if the shares are  capital
assets in the  shareholder's  hands. A sales charge paid in purchasing 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.  Shareholders should consult their own tax advisers
regarding their particular  circumstances to determine  whether a disposition of
Fund shares is properly treated as a sale for tax purposes, as is assumed in the
foregoing discussion.

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 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. The Fund does not have any capital loss carryforwards.

                                       44
<PAGE>


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 holding
period  requirements  stated  above with respect to their shares of the Fund for
each dividend in order to qualify for the  deduction  and, if they have any debt
that is deemed  under the Code  directly  attributable  to such  shares,  may be
denied a portion of the  dividends  received  deduction.  The entire  qualifying
dividend,  including  the  otherwise  deductible  amount,  will be  included  in
determining the excess (if any) of a corporate  shareholder's  adjusted  current
earnings over its alternative  minimum  taxable  income,  which may increase its
alternative  minimum  tax  liability,   if  any.  Additionally,   any  corporate
shareholder  should consult its tax adviser  regarding the possibility  that its
basis in its shares may be reduced,  for Federal income tax purposes,  by reason
of  "extraordinary  dividends"  received  with respect to the shares and, to the
extent such basis would be reduced to zero,  that current  recognition of income
would be required.

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 or  constructive  sale  applicable  to certain  options,  futures,
forwards,  short  sales,  or other  transactions  may also  require  the Fund to
recognize  income or gain  without a concurrent  receipt of cash.  Additionally,
some countries  restrict  repatriation which may make it difficult or impossible
for the Fund to obtain  cash  corresponding  to its  earnings or assets in those
countries.  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 borrow 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 intangible  property 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

                                       45
<PAGE>


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 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, futures, foreign currency
positions, and foreign currency forward contracts.

Certain options,  futures and forward foreign currency  contracts  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 foreign  currency
contracts,  as  ordinary  income or loss) and timing of some  capital  gains and
losses realized by the Fund. Additionally, the Fund may be required to recognize
gain, but not loss, if an option,  short sale or other transaction is treated as
a  constructive  sale  of  an  appreciated  financial  position  in  the  Fund's
portfolio.  Also,  certain of the Fund's  losses on its  transactions  involving
options,  futures 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. These transactions may therefore
affect  the  amount,  timing  and  character  of  the  Fund's  distributions  to
shareholders. Certain of such transactions may also cause the Fund to dispose of
investments  sooner than would otherwise have occurred.  The Fund will take into
account the special tax rules (including  consideration of available  elections)
applicable  to  options,  futures  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 types 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.

                                       46
<PAGE>


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

CALCULATION OF PERFORMANCE


As of April 30, 1999,  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 -1.29%,16.89% and 15.57%, respectively.

As of April 30, 1999,  the average annual total returns of the Class B shares of
the Fund for the one, five and ten year periods and the  life-of-the  Fund since
inception on October 26, 1987 were 0.93%, 17.03% and 16.95%, respectively.

As of April 30, 1999, the  cumulative  annual total return of the Class C shares
of the Fund since inception on June 1, 1998 was 14.96%.

Class I shares did not commence  operations  until December 1, 1999,  therefore,
there is no average total return on Class I shares of the Fund.


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

     n ______
T = \ / ERV/P - 1



Where:

P =       a hypothetical initial investment of $1,000.
T =       average annual total return.
n =       number of years.
ERV =     ending redeemable value of a hypothetical  $1,000 investment
          made at the beginning of the 1 year, 5 year 10 year periods.


Because each class has its own sales charge and fee structure,  the classes have
different  performance  results.  In the case of each  class,  this  calculation
assumes the maximum  sales charge is included in the initial  investment  or the
CDSC 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. Class I shares did not commence  operations until December 1, 1999;
therefore  there  are  no  performance  calculations  for  Class  I  shares  but
performance  calculations  for class I would  not  include  any sales  charge or
distribution plan fees.


                                       47
<PAGE>


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  sales charge on Class A shares
and the CDSC on Class B or Class C shares  into  account.  Excluding  the Fund's
sales  charge on Class A shares and the CDSC on Class B or Class C 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
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 an 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 these transactions.

In the U.S. Government  securities market,  securities are generally traded on a
"net" basis with  dealers  acting as principal  for their own account  without a
stated commission,  although the price of the security usually includes a profit
to the  dealer.  On  occasion,  certain  money  market  instruments  and  agency
securities  may be  purchased  directly  from  the  issuer,  in  which  case  no
commissions  or  premiums  are paid.  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.

                                       48
<PAGE>


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's officers will be primarily responsible for
the allocation of the Fund's brokerage business, their policies and practices in
this  regard  must be  consistent  with the  foregoing  and will at all times be
subject to review by the Trustees.  For the fiscal years ended October 31, 1998,
1997 and 1996,  the Fund paid  negotiated  brokerage  commissions of $1,201,179,
$1,118,124 and $459,477, 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
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, 1998, the
Fund paid  commissions of $104,790 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 Signator Investors, Inc., a broker-dealer (until January 1, 1999,
John Hancock Distributors,  Inc.) ("Signator" 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 the Affiliated Broker. During the fiscal year ended October 31, 1996,
1997 and 1998, the Fund paid no brokerage commissions to the Affiliated Broker.

Signator  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


                                       49
<PAGE>


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 Broker.
Because the Adviser, which is affiliated with the Affiliated Broker, 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 Broker 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 account and $21.50
for each Class B  shareholder  account  and $20.50 for each Class C  shareholder
account and 0.05% of the average  daily net assets  attributable  to the Class I
shares.  For Class A, B and C shares,  the Fund also pays certain  out-of-pocket
expenses and 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 performs custody, portfolio and fund accounting services.

INDEPENDENT AUDITORS

Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116, has been
selected as the independent auditors of the Fund. The financial statements of
the Fund included in the Prospectus for Class A, Class B and Class C shares and
this Statement of Additional Information have been audited by Ernst & Young LLP
for the periods indicated in their report, appearing elsewhere herein, and have
been included in reliance on their report as experts in accounting and auditing.


                                       50
<PAGE>


APPENDIX-A-Description of Investment Risk

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 the fund's
risk profile in the prospectuses.

A fund is 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 the Fund utilizes these
securities  or  practices,  its  overall  performance  may be  affected,  either
positively  or  negatively.  On the  following  pages are brief  definitions  of
certain  associated  risks with them with  examples  of related  securities  and
investment  practices  included in brackets.  See the "Investment  Objective and
Policies" and "Investment Restrictions" sections of this Statement of Additional
Information  for a  description  of this Fund's  investment  policies.  The Fund
follows certain policies that may reduce these risks.

As with any mutual fund, there is no guarantee that the Fund will earn income or
show a positive return over any period of time -- days, months or years.

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.  (e.g.,  short sales,  financial  futures and options;
securities and index options, currency contracts).

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.   (e.g.,  borrowing;   reverse  repurchase  agreements,   repurchase
agreements,  securities  lending,   non-investment-grade  securities,  financial
futures and options; securities and index options).

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.  (e.g.,  foreign
equities,  financial futures and options; securities and index options, currency
contracts).

Information  risk The risk that key  information  about a security  or market is
inaccurate  or  unavailable.  (e.g.,  non-investment-grade  securities,  foreign
equities).

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.  (e.g.,
non-investment-grade  securities,  financial futures and options; securities and
index options).

                                      A-1
<PAGE>


Leverage risk  Associated  with securities or practices (such as borrowing) that
multiply  small index or market  movements  into large changes in value.  (e.g.,
borrowing;  reverse repurchase  agreements,  when-issued  securities and forward
commitments).

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.  (e.g.,  short  sales,   financial  futures  and  options
     securities and index options; currency contracts).

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. (e.g., short sales,  financial futures
     and options securities and index options; currency contracts).

o    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. (e.g.,  non-investment-grand securities,
     short sales,  restricted  and illiquid  securities,  financial  futures and
     options securities and index options; currency contracts).

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.  (e.g.,  short  sales,  short-term  trading,
when-issued securities and forward commitments, non-investment-grade securities,
foreign equities,  financial  futures and options;  securities and index options
restricted and illiquid securities).

Natural event risk The risk of losses  attributable to natural  disasters,  crop
failures and similar events. (e.g., foreign equities).

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. (e.g., short sales, when-issued securities and forward commitments;
financial   futures  and  options;   securities  and  index  options,   currency
contracts).

Political  risk The risk of  losses  attributable  to  government  or  political
actions,  from  changes in tax or trade  statutes to  governmental  collapse and
war.(e.g., foreign equities).

Valuation  risk The risk that a fund has valued  certain of its  securities at a
higher price than it can sell them for. (e.g.,  non-investment-grade securities,
restricted and illiquid securities).

                                      A-2
<PAGE>


APPENDIX B

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.


                                      B-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.


                                      B-2
<PAGE>


FINANCIAL STATEMENTS

The financial statements listed below are included in the Fund's 1998 Annual
Report to Shareholders for the year ended October 31, 1998; (filed
electronically on December 30, 1998, accession number 0001010521-98-0000412) and
the Fund's 1999 Seminnual Report to Shareholders for the period ended April 30;
1999 (filed electronically on July 1, 1999, accession number
0001010521-99-000262) are included in and incorporated by reference into Part B
of the Registration Statement for John Hancock Small Cap Growth Fund formerly
John Hancock Emerging Growth Fund (file nos. 811-3392 and 2-75807).

John Hancock Small Cap Growth Fund

    Statement of Assets and Liabilities as of April 30, 1999. (unaudited)
    Statement of Operations for six months ended April 30, 1999. (unaudited)
    Statement of Changes in Net Asset for six months ended April 30, 1999 and
    for each of the two years in the period ended April 30, 1999. (unaudited)
    Financial Highlights for six months ended April 30, 1999 and for each of the
    five years in the period ended April 30, 1999. (unaudited)
    Notes to Financial Statements. (unaudited)
    Schedule of Investments as of April 30, 1999. (unaudited)


    Statement of Assets and Liabilities as of October 31, 1998.
    Statement of Operations for the year ended October 31, 1998.
    Statement of Changes in Net Asset for each of the two years in the period
    ended October 31, 1998.
    Financial Highlights for each of the five years in the period ende
    October 31, 1998.
    Notes to Financial Statements.
    Schedule of Investments as of October 31, 1998.
    Report of Independent Auditors.





                                      F-1

<PAGE>


                            JOHN HANCOCK SERIES TRUST

                                     PART C.


OTHER INFORMATION

Item. 23.   Exhibits:

The exhibits to this Registration Statement are listed in the Exhibit Index
hereto and are incorporated herein by reference.

Item 24.   Persons Controlled by or under Common Control with Registrant.

No person is directly or indirectly  controlled by or under common  control with
Registrant.

Item. 25.  Indemnification.

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

Under Section 12 of the Distribution Agreement,  John Hancock Funds, Inc. ("John
Hancock  Funds")  has  agreed to  indemnify  the  Registrant  and its  Trustees,
officers and controlling  persons against claims arising out of certain acts and
statements of John Hancock Funds.

Section 9(a) of the By-Laws of John Hancock Mutual Life Insurance  Company ("the
Insurance  Company")  provides,  in effect,  that the  Insurance  Company  will,
subject to  limitations  of law,  indemnify  each  present and former  director,
officer and employee of the Insurance Company who serves as a Trustee or officer
of the Registrant at the direction or request of the Insurance  Company  against
litigation  expenses and liabilities  incurred while acting as such, except that
such indemnification does not cover any expense or liability incurred or imposed
in  connection  with  any  matter  as to which  such  person  shall  be  finally
adjudicated  not to have acted in good faith in the  reasonable  belief that his
action was in the best interests of the Insurance Company. In addition,  no such
person  will be  indemnified  by the  Insurance  Company in respect of any final
adjudication  unless  such  settlement  shall have been  approved as in the best
interests of the Insurance Company either by vote of the Board of Directors at a
meeting  composed of directors who have no interest in the outcome of such vote,
or by vote of the policyholders. The Insurance Company may pay expenses incurred
in  defending an action or claim in advance of its final  disposition,  but only
upon receipt of an undertaking  by the person  indemnified to repay such payment
if he should be determined not to be entitled to indemnification.

Article IX of the respective By-Laws of John Hancock Funds and John Hancock
Advisers, Inc. ("the Adviser") provide as follows:

<PAGE>


"Section  9.01.  Indemnity.  Any person made or threatened to be made a party to
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  by reason  of the fact  that he is or was at any time  since the
inception  of the  Corporation  a  director,  officer,  employee or agent of the
Corporation  or is or was at any time  since the  inception  of the  Corporation
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  shall be indemnified by the Corporation against expenses (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and the  liability  was not  incurred  by reason of gross
negligence  or reckless  disregard of the duties  involved in the conduct of his
office, and expenses in connection therewith may be advanced by the Corporation,
all to the full extent authorized by the law."

"Section 9.02. Not Exclusive; Survival of Rights: The indemnification provided
by Section 9.01 shall not be deemed exclusive of any other right to which those
indemnified may be entitled, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person."

Insofar as indemnification for liabilities under the Securities Act of 1933 (the
"Act") may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the Registrant's Declaration of Trust and By-Laws of John
Hancock Funds, the Adviser, or the Insurance Company or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.

Item 26.  Business and Other Connections of Investment Advisers.

For  information  as to the  business,  profession,  vocation or employment of a
substantial  nature  of each  of the  officers  and  Directors  of the  Adviser,
reference is made to Form ADV (801-8124) filed under the Investment Advisers Act
of 1940, which is incorporated herein by reference.

Item 27.  Principal Underwriters.

(a) John Hancock Funds acts as principal underwriter for the Registrant and also
serves as principal  underwriter  or distributor of shares for John Hancock Cash
Reserve,  Inc.,  John Hancock Bond Trust,  John Hancock Current  Interest,  John
Hancock Series Trust, John Hancock Tax-Free Bond Trust, John Hancock  California
Tax-Free Income Fund, John Hancock Capital Series, John Hancock Special Equities
Fund, John Hancock  Sovereign Bond Fund, John Hancock  Tax-Exempt  Series,  John
Hancock  Strategic  Series,  John Hancock  World Fund,  John Hancock  Investment
Trust, John Hancock Institutional Series Trust, John Hancock Investment Trust II
and John Hancock Investment Trust III.

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



<PAGE>

<TABLE>
<CAPTION>

   Name and Principal                    Positions and Offices               Positions and Offices
    Business Address                       with Underwriter                     with Registrant
    ----------------                       ----------------                     ---------------
         <S>                                    <C>                                   <C>

Edward J. Boudreau, Jr.            Director, Chairman, President and      Trustee, Chairman, and Chief
101 Huntington Avenue                   Chief Executive Officer                Executive Officer
Boston, Massachusetts

Anne C. Hodsdon                    Director, Executive Vice President     Trustee, President, Chief Investment
101 Huntington Avenue                                                     Officer and Chief Operating Officer
Boston, Massachusetts

Robert H. Watts                         Director, Executive Vice                      None
John Hancock Place                   President and Chief Compliance
P.O. Box 111                                    Officer
Boston, Massachusetts

Osbert M. Hood                        Senior Vice President, Chief              Senior Vice President
101 Huntington Avenue                Financial Officer and Treasurer         and Chief Financial Officer
Boston, Massachusetts

David A. King                                   Director                              None
380 Stuart Street
Boston, Massachusetts

John A. Morin                         Vice President and Secretary               Vice President
101 Huntington Avenue
Boston, Massachusetts
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

   Name and Principal                    Positions and Offices               Positions and Offices
    Business Address                       with Underwriter                     with Registrant
    ----------------                       ----------------                     ---------------
         <S>                                    <C>                                   <C>

Susan S. Newton                              Vice President             Vice President and Secretary
101 Huntington Avenue
Boston, Massachusetts

Stephen L. Brown                               Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Thomas E. Moloney                              Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Jeanne M. Livermore                            Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Richard S. Scipione                            Director                            Trustee
John Hancock Place
P.O. Box 111
Boston, Massachusetts

John M. DeCiccio                               Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Maureen R. Ford                                Director                             None
101 Huntington Avenue
Boston, Massachusetts
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

   Name and Principal                    Positions and Offices               Positions and Offices
    Business Address                       with Underwriter                     with Registrant
    ----------------                       ----------------                     ---------------
         <S>                                    <C>                                   <C>

Foster L. Aborn                                Director                              None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

David D'Alessandro                             Director                              None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

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

James V. Bowhers                               President                             None
101 Huntington Avenue
Boston, Massachusetts

Kathleen M. Graveline                    Senior Vice President                       None
P.O. Box 111
Boston, Massachusetts

Keith F. Hartstein                       Senior Vice President                       None
101 Huntington Avenue
Boston, Massachusetts

Peter Mawn                               Senior Vice President                       None
101 Huntington Avenue
Boston, Massachusetts

J. William Bennintende                      Vice President                           None
101 Huntington Avenue
Boston, Massachusetts

Renee Humphrey                              Vice President                           None
6501 Americas Parkway
Suite 950
Albuquerque, New Mexico

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

   Name and Principal                    Positions and Offices               Positions and Offices
    Business Address                       with Underwriter                     with Registrant
    ----------------                       ----------------                     ---------------
         <S>                                    <C>                                   <C>

Karen F. Walsh                              Vice President                           None
101 Huntington Avenue
Boston, Massachusetts

Gary Cronin                                 Vice President                           None
101 Huntington Avenue
Boston, Massachusetts

Kristine Pancare                            Vice President                           None
101 Huntington Avenue
Boston, Massachusetts
</TABLE>

         (c)      None.

Item 28. Location of Accounts and Records.

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

Item 29.  Management Services.

                Not applicable.

Item 30.  Undertakings.

                Not applicable


<PAGE>




                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Boston, and The Commonwealth of Massachusetts on the 28th day of
September, 1999.

                                            JOHN HANCOCK SERIES TRUST

                                           By:________*________________
                                           Edward J. Boudreau, Jr.
                                           Chairman and Chief  Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

       Signature                                     Title                                    Date
       ---------                                     -----                                    ----
           <S>                                        <C>                                      <C>

             *                              Chairman and Chief Executive                September 28, 1999
- ------------------------------------        Officer (Principal Executive Officer)
Edward J. Boudreau, Jr.

/s/James J. Stokowski
- ------------------                          Vice President, Treasurer and
James J. Stokowski                          Chief Accounting Officer

______________________                      Trustee
Stephen L. Brown

_________*____________                      Trustee
James F. Carlin

_________*____________                      Trustee
William H. Cunningham

_________*____________                      Trustee
Harold R. Hiser, Jr.

_________*____________                      Trustee
Anne C. Hodsdon

_________*____________                      Trustee
Charles L. Ladner

_________*____________                      Trustee
Leo E. Linbeck, Jr.
</TABLE>


<PAGE>



_______*_____________                       Trustee
Ronald R. Dion

_______*_____________                       Trustee
Steven R. Pruchansky

_______*_____________                       Trustee
Richard S. Scipione

________*_______________                    Trustee
Norman H. Smith

________*_______________                    Trustee
John P. Toolan


By:      /s/Susan S. Newton                                   September 28, 1999
         ------------------
         Susan S. Newton,
         Attorney-in-Fact, under
         Powers of Attorney dated
         January 1, 1999 and
         March 17, 1999

<PAGE>
                            John Hancock Series Trust

                               (File no. 2-75807)

                                INDEX TO EXHIBITS

99.(a)   Articles of Incorporation.  Amended and Restated Declaration of Trust
         dated September 10, 1996.***

99.(a).1 Establishment and Designation of Class C shares of Beneficial Interest
         of John Hancock Emerging Growth Fund dated March 10, 1998.****

99.(a).2 Amendment of Section 5.11 and Establishment and Designation of Class C
         Shares of Beneficial Interest of Global Technology Fund dated December
         8, 1998.*****

99.(a).3 Instrument Changing Names of Series of the Trust-Emerging Growth Fund
         to Small Cap Growth Fund effective June 1, 1999.*******

99.(a).4 Establishment and Designation of Class A shares, Class B shares and
         Class C shares of Beneficial Interest of John Hancock Millennium Growth
         Fund effective June 1, 1999.*******

99.(a).5 Establishment and Designation of Class A shares, Class B shares, Class
         C shares and Class R shares of Beneficial Interest of John Hancock
         500 Index Fund effective August 18, 1999.********

99.(a).6 Amendment of Section 5.11 and Establishing and Designation of Class I
         Shares of Beneficial Interest of John Hancock Small Cap Growth Fund, a
         Series of John Hancock Series Trust.********

99.(b)   By-Laws.  Amended and Restated By-Laws dated November 19, 1996.***

99.(c)   Instruments Defining Rights of Securities Holders.  See exhibits 99.(a)
         and 99.(b).

99.(d)   Investment Advisory Contracts.  Investment Management Contracts between
         John Hancock Emerging Frowth Fund, John Hancock Global Technology and
         John Hancock Advisers, Inc. dated December 2, 1996.***

99.(d).1 Sub-Advisory Agreement between John Hancock Global Technology and
         American Fund Advisors, Inc. dated December 2, 1996***

99.(d).2 Investment Management Contract between John Hancock Millennium Growth
         Fund and John Hancock Advisers, Inc. dated June 1, 1999.*******

99.(d).3 Investment Management Contract between John Hancock 500 Index Fund and
         John Hancock Advisers, Inc. dated August 18, 1999.********

99.(d).4 Amendment to Sub-Investment Management Contract between John Hancock
         Series Trust on behalf of Global Technology Fund, John Hancock Advisers
         and American Fund Advisers, Inc. effective 7/1/99.********

99.(d).5 Amendment to Investment Management Contract between John Hancock Series
         Trust on behalf of Global Technology Fund and John Hancock Advisers,
         Inc. effective 7/1/99.********

99.(e)   Underwriting Contracts.  Distribution Agreement between John Hancock
         Funds, Inc. and the Registrant dated December 2, 1996.***

99.(e).1 Form of Soliciting Dealer Agreement between John Hancock Funds, Inc.
         and Selected Dealers.*******

99.(e).2 Form of Financial Institution Sales and Service Agreement between John
         Hancock Funds, Inc. and the John Hancock funds.*

99.(e).3 Amendment to Distribution Agreement dated June 1, 1999 to add John
         Hancock Millennium Fund.*******

99.(e).4 Amendment to Distribution Agreement dated August 18, 1999 to add John
         Hancock 500 Index Fund.********

99.(f)   Bonus or Profit Sharing Contracts.  Not Applicable.

99.(g)   Custodian Agreements. Amended and Restated Master Custodian Agreement
         between John Hancock Mutual Funds and Investors Bank and Trust Company
         dated March 9, 1999.*******

99.(g).1 Master Custodian Agreement between John Hancock Mutual Funds and State
         Street Bank and Trust Co. dated March 9, 1999.*******

99.(g).2 Amendment to Master Custodian Agreement between John Hancock Millennium
         Fund and State Street Bank and Trust Co.*******

99.(g).3 Amended and Restated Master Custodian Agreement between John Hancock
         Mutual Funds and Brown Brothers Harriman and Company dated
         March 9, 1999.********

99.(g).4 Amended and Restated Master Custodian Agreement between John Hancock
         Mutual Funds and State Street Bank and Trust Company effective
         August 18, 1999.********
<PAGE>
99.(h)   Other Material Contracts.  Amended and Restated Master Transfer Agency
         and Service Agreement between John Hancock funds and John Hancock
         Signature Services, Inc. dated June 1, 1998.****

99.(h).1 Accounting and Legal Services Agreement between John Hancock Advisers,
         Inc. and John Hancock Emerging Growth Fund as of January 1 1996.**

99.(h).2 Amended and Restated Master Trust Agency and Service Agreement dated
         June 1, 1999.*******

99.(h).3 Amended and Restated Master Transfer Agency and Service Agreement dated
         August 18, 1999 to add John Hancock 500 Index Fund.******

99.(I)   Legal Opinion.+

99.(j)   Other Opinions.  Auditors Consent.+

99.(k)   Omitted Financial Statements.  Not Applicable.

99.(l)   Initial Capital Agreements.  Not Applicable.

99.(m)   Rule 12b-1 Plans.  Class A Distribution Plans between Global Technology
         Fund, Emerging Growth Fund  and John Hancock Funds, Inc. dated
         December 2, 1996.***

99.(m).1 Class B Distribution Plans between Global Technology Fund, Emerging
         Growth Fund and John Hancock Funds, Inc. dated December 2, 1996.***

99.(m).2 Class C Distribution Plans between Emerging Growth Fund and John
         Hancock Funds, Inc. dated June 1, 1998.****

99.(m).3 Class C Distribution Plans between Global Technology Fund and John
         Hancock Funds, Inc. dated March 1, 1999.******

99.(m).4 Classes A, B and C Distribution Plans between Millennium Growth Fund
         and John Hancock Funds, Inc. dated June 1, 1999.*******

99.(m).5 Classes A, B, C and R Distribution Plans between 500 Index Fund and
         John Hancock Funds, Inc. dated August 18, 1999.********

99.(n)   Not Applicable.

99.(o)   Rule 18f-3  Plan.  John  Hancock  Funds Class A, Class B and Class C
         amended and restated  Multiple  Class Plan  pursuant  to Rule 18f-3 for
         Registrant dated May 1, 1998.****

99.(o).1 Rule 18f-3 Plan.  John Hancock Funds Class A, Class B, Class C and
         Class R amended and restated Multiple Class Plan pursuant to Rule 18f-3
         for Registrant dated August 18, 1999.********

99.(o).2 Rule 18f-3 Plan.  John Hancock Funds Class A, Class B, Class C and
         Class R amended and restated Multiple Class Plan pursuant to Rule 18f-3
         for Registrant dated December 1, 1999.********

*        Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 24 file nos. 811-3392 and 2-75807 on
         April 26, 1995, accession number 0000950135-95-001000.

**       Previously filed electronically with Registration Statement (John
         Hancock Series, Inc.) and/or post-effective amendment no. 22 file nos.
         811-5254 and 33-16048 on April 29, 1995, accession number
         0001010521-96-000044.

***      Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 28 file nos. 811-3392 and 2-75807 on
         February 26, 1997, accession number 0001010521-97-000222.

****     Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 31 file nos. 811-3392 and 2-75807 on
         December 21, 1998, accession number 0001010521-98-000399.

*****    Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 32 file nos. 811-3392 and 2-75807 on
         February 25, 1999, accession number 0001010521-99-000140.

******   Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 33 file nos. 811-3392 and 2-75807 on
         March 16, 1999, accession no. 0001010521-99-000164.

*******  Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 34 file nos. 811-3392 and 2-75807 on
         June 4, 1999, accession no. 0001010521-99-000317.

******** Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 35 file nos. 811-3392 and 2-75807 on
         August 13, 1999, accession no. 0001010521-99-000229.

+        Filed herewith


                               September 24, 1999



John Hancock Series Trust
101 Huntington Avenue
Boston, MA 02199

RE:        John Hancock Series Trust (the "Trust")
           on behalf of John Hancock Small Cap Growth Fund (the "Fund")
           File Nos. 2-75807; 811-3392 (0000357238)


Ladies and Gentlemen:

In  connection  with the  filing of Post  Effective  Amendment  No. 36 under the
Securities  Act of 1933, as amended,  and Amendment No. 39 under the  Investment
Company Act of 1940,  as amended,  for John Hancock  Small Cap Growth Fund it is
the opinion of the undersigned that the Trust's shares when sold will be legally
issued, fully paid and nonassessable.

In connection with this opinion it should be noted that the Fund is an entity of
the type generally known as a "Massachusetts business trust." The Trust has been
duly  organized and is validly  existing under the laws of the  Commonwealth  of
Massachusetts. Under Massachusetts law, shareholders of a Massachusetts business
trust may be held personally  liable for the obligations of the Trust.  However,
the Trust's Declaration of Trust disclaims shareholder liability for obligations
of  the  Trust  and   indemnifies   the   shareholders  of  a  Fund,  with  this
indemnification to be paid solely out of the assets of that Fund. Therefore, the
shareholder's risk is limited to circumstances in which the assets of a Fund are
insufficient to meet the obligations asserted against that Fund's assets.


                                              Sincerely,


                                              /s/Timoth M. Fagan
                                              ------------------
                                              Timothy M. Fagan
                                              Attorney and Assistant Secretary





               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We consent to the references to our firm under the caption "Independent
Auditors" in the Class A, Class B, Class C and Class I Shares Statement of
Additional Information for the John Hancock Small Cap Growth Fund (formerly,
John Hancock Emerging Growth Fund, one of the funds comprising the John Hancock
Series Trust) and to the incorporation by reference in Post-Effective Amendment
No. 36 to the Registration Statement (Form N-1A No. 2-75807) of our reports
dated December 12, 1998 on the financial statements and financial highlights of
John Hancock Emerging Growth Fund.



                                                      /s/ERNST & YOUNG LLP
                                                      --------------------
                                                      ERNST & YOUNG LLP

Boston, Massachusetts
September 24, 1999





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