HANCOCK JOHN SERIES TRUST, 497, 2000-05-01

HANCOCK JOHN SERIES TRUST
497, 2000-05-01

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John Hancock

500 Index Fund

Prospectus
May 1, 2000

110PN 5/00
Draft 4/12/00

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved this fund 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
<PAGE>

Contents

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

A summary of the fund's 500 Index Fund 4
goals, strategies, risks,
performance and expenses.

Policies and instructions for Your account
opening, maintaining and
closing an account. Choosing a share class 6

How sales charges are calculated 6

Sales charge reductions and waivers 7

Opening an account 8

Buying shares 9

Selling shares 10

Transaction policies 12

Dividends and account policies 12

Additional investor services 13

Further information on the Fund details
fund.
Business structure 14

For more information back cover

3
<PAGE>

500 Index Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks to provide investment results that correspond to the
total return performance of the Standard & Poor's 500 Stock Price Index. To
pursue this goal, the fund normally invests at least 80% of its assets in common
stocks of S&P 500(R) companies, in approximately the same proportions as they
are represented in the index.

This fund is passively managed, meaning that the manager does not use any broad
economic or fundamental financial analysis to select investments. The manager
monitors the portfolio daily and rebalances periodically to maintain the
proportions of the index. The fund also invests in futures contracts and options
based on S&P 500 stocks.

Under normal circumstances, the fund is fully invested -- directly or through
futures and options contracts -- in all 500 stocks represented in the index. It
may, however, invest in fewer stocks or in stocks of non-S&P 500 companies. The
fund normally maintains less than 1% of assets in cash or cash equivalents.

================================================================================
PORTFOLIO MANAGER

Roger C. Hamilton
- --------------------------------------------------------------------------------
Vice president of adviser
Joined team in 1999
Joined adviser in 1994
Began business career in 1980

PAST PERFORMANCE

[Clip Art] This section normally shows how the fund's total return has varied
from year to year, along with a broad-based market index for reference. Because
the fund is less than a year old, there is not a full year of performance to
report.

4
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will fluctuate with the index. The fund
does not attempt to temper volatility or avoid losses associated with a decline
in the index.

The large-capitalization stocks that make up the index could fall out of favor
with the market, causing the fund to underperform funds that focus on small- or
medium-capitalization stocks.

Certain investment practices may cause the fund to track the index less closely:

o Transaction expenses can reduce fund performance.

o Certain derivatives could produce disproportionate losses.

o The performance of S&P futures could correlate less strongly with the
index than investments in the underlying securities.

o The relative proportions of stocks in the fund's portfolio could drift
over time, which could increase tracking error.

Other factors may affect performance, such as the liquidity of S&P 500 stocks
and the timing of the fund's cash flows.

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

Note: "Standard & Poor's(R)" and "S&P 500(R)" are trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by the adviser. Standard & Poor's
does not sell or promote the fund or advise whether you should invest in the
fund. A description of this license is provided in the statement of additional
information.

================================================================================

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. The figures below show estimated annualized expenses. Actual
expenses may be greater or less.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Shareholder transaction expenses(1) Class A Class B Class C
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum sales charge (load) on purchases
as a % of purchase price 3.00% none 1.00%
Maximum deferred sales charge (load)
(as a % of purchase or sales price, whichever is less) none(2) 3.00% 1.00%
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Annual operating expenses Class A Class B Class C
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management fee 0.35% 0.35% 0.35%
Distribution and service (12b-1) fees 0.25% 1.00% 1.00%
Other expenses (estimated) 0.40% 0.40% 0.40%
Total fund operating expenses 1.00% 1.75% 1.75%
Expense reimbursement (at least until 2/28/01) 0.45% 0.45% 0.45%
Net annual operating expenses 0.55% 1.30% 1.30%
</TABLE>

The hypothetical example below shows what your expenses would be after the
expense reimbursement (first year only) 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.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Expenses Year 1 Year 3
- ------------------------------------------------------------------------------------
<S> <C> <C>
Class A $355 $565
Class B - with redemption $432 $707
- without redemption $132 $507
Class C - with redemption $330 $602
- without redemption $231 $602
</TABLE>

(1) A $4.00 fee may be charged for wire redemptions.
(2) Except for investments of $1 million or more; see "How sales charges are
calculated."

FUND CODES

Class A
- --------------------------------------------------------------------------------
Ticker --
CUSIP 478032840
Newspaper --
SEC number 811-3392
JH fund number 11

Class B
- --------------------------------------------------------------------------------
Ticker --
CUSIP 478032857
Newspaper --
SEC number 811-3392
JH fund number 111

Class C
- --------------------------------------------------------------------------------
Ticker --
CUSIP 478032865
Newspaper --
SEC number 811-3392
JH fund number 511

5
<PAGE>

Your account

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

Each share class has its own cost structure, including a Rule 12b-1 plan that
allows it to pay fees for the sale, distribution and service of its shares. Your
financial representative can help you decide which share class is best for you.

- --------------------------------------------------------------------------------
Class A
- --------------------------------------------------------------------------------

o A front-end sales charge, as described at right.

o Distribution and service (12b-1) fees of 0.25%.

- --------------------------------------------------------------------------------
Class B
- --------------------------------------------------------------------------------

o No front-end sales charge; all your money goes to work for you right away.

o Distribution and service (12b-1) fees of 1.00%.

o A deferred sales charge, as described on the following page.

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

- --------------------------------------------------------------------------------
Class C
- --------------------------------------------------------------------------------

o A front-end sales charge, as described at right.

o Distribution and service (12b-1) fees of 1.00%.

o A 1.00% contingent deferred sales charge on shares sold within one year of
purchase.

o No automatic conversion to Class A shares, so annual expenses continue at
the Class C level throughout the life of your investment.

For actual past expenses of each share class, see the fund information earlier
in this prospectus.

Because 12b-1 fees are paid on an ongoing basis, they may cost shareholders more
than other types of sales charges.

Investors purchasing $1 million or more of Class B or Class C shares may want to
consider the lower operating expenses of Class A shares.

Your broker receives a percentage of these sales charges and fees. In addition,
John Hancock Funds may pay significant compensation out of its own resources to
your broker.

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

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

Class A and Class C Sales charges are as follows:

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

- --------------------------------------------------------------------------------
Class C sales charge
- --------------------------------------------------------------------------------
As a % of As a % of your
Your investment offering price investment
Up to $1,000,000 1.00% 1.01%
$1,000,000 and over none

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

- --------------------------------------------------------------------------------
CDSC on $1 million+ investments
- --------------------------------------------------------------------------------
CDSC on shares
Your investment being sold
First $1M - $4,999,999 1.00%
Next $1 - $5M above that 0.50%
Next $1 or more above that 0.25%

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

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

6 YOUR ACCOUNT
<PAGE>

Class B Shares are offered at their net asset value per share, without any
initial sales charge.

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

- --------------------------------------------------------------------------------
Class B deferred charges
- --------------------------------------------------------------------------------
Years after purchase CDSC on shares being sold
1st year 3.00%
2nd year 2.00%
3rd year 2.00%
4th year 1.00%
After 4th year none

- --------------------------------------------------------------------------------
Class C deferred charges
- --------------------------------------------------------------------------------
Years after purchase CDSC
1st year 1.00%
After 1st year none

For purposes of these CDSCs, all purchases made during a calendar month are
counted as having been made on the first day of that month.

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

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

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

o Accumulation Privilege -- lets you add the value of any Class A shares you
already own to the amount of your next Class A investment for purposes of
calculating the sales charge. Retirement plans investing $1 million in
Class B shares may add that value to Class A purchases to calculate
charges.

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

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

To utilize: complete the appropriate section of your application, or contact
your financial representative or Signature Services or consult the SAI (see the
back cover of this prospectus).

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

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

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

o to make payments through certain systematic withdrawal plans

o to make certain distributions from a retirement plan

o because of shareholder death or disability

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

YOUR ACCOUNT 7
<PAGE>

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

To utilize: contact your financial representative or Signature Services.

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

o selling brokers and their employees and sales representatives

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

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

o individuals transferring assets from an employee benefit plan into a John
Hancock fund

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

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

Class C shares may be offered without front-end sales charges to various
individuals and institutions, including certain retirement plans.

To utilize: if you think you may be eligible for a sales charge waiver, contact
Signature Services or consult the SAI (see the back cover of this prospectus).

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

1 Read this prospectus carefully.

2 Determine if you are eligible.

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

o non-retirement account: $1,000

o retirement account: $250

o group investments: $250

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

o fee-based clients of selling brokers who have placed at least $2
billion in John Hancock funds: $250

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. For more details, please contact your financial representative or
call Signature Services at 1-800-225-5291.

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. You and
your financial representative can initiate any purchase, exchange or sale
of shares.

8 YOUR ACCOUNT
<PAGE>

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

By check

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

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

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

By exchange

[Clip Art] o Call your financial o Log on to www.jhfunds.com
representative or Signature to process exchanges
Services to request an between funds.
exchange.
o Call EASI-Line for
automated service 24 hours
a day using your touch tone
phone at 1-800-338-8080.

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

By wire

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

Specify the fund name, your
choice of share class, the new
account number and the name(s)
in which the account is
registered. Your bank may
charge a fee to wire funds.

By Internet

[Clip Art] See "By exchange" and "By wire." o Verify that your bank or
credit union is a member of
the Automated Clearing
House (ACH) system.

o Complete the "Bank
Information" section on
your account application.

o Log on to www.jhfunds.com
to initiate purchases using
your authorized bank
account.

By phone

[Clip Art] See "By exchange" and "By wire." o Verify that your bank or
credit union is a member of
the Automated Clearing
House (ACH) system.

o Complete the "Bank
Information" section on
your account application.

o Call EASI-Line for
automated service 24 hours
a day using your touch tone
phone at 1-800-338-8080.

o Call your financial
representative or Signature
Services between 8 A.M. and
4 P.M. Eastern Time on most
business days.

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

Phone Number: 1-800-225-5291

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

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

YOUR ACCOUNT 9
<PAGE>

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

By letter

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

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

o Mail the materials to
Signature Services.

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

By Internet

[Clip Art] o Most accounts. o Log on to www.jhfunds.com
to initiate redemptions
o Sales of up to $100,000. from your funds.

By phone

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

o Call your financial
representative or Signature
Services between 8 A.M. and
4 P.M. Eastern Time on most
business days.

By wire or electronic funds transfer (EFT) o To verify that the Internet
or telephone redemption
[Clip Art] o Requests by letter to sell privilege is in place on an
any amount. account, or to request the
form to add it to an
o Requests by internet or existing account, call
phone to sell up to Signature Services.
$100,000.
o Amounts of $1,000 or more
will be wired on the next
business day. A $4 fee will
be deducted from your
account.

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

By exchange

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

o Log on to www.jhfunds.com
to process exchanges
between your funds.

o Call EASI-Line for
automated service 24 hours
a day using your touch tone
phone at 1-800-338-8080.

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

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

10 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
o you are requesting payment other than by a check mailed to the address of
record and payable to the registered owner(s)

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.

- -------------------------------------------------------------------------------
Seller Requirements for written requests
- -------------------------------------------------------------------------------
[Clip Art]
Owners of individual, joint or o Letter of instruction.
UGMA/UTMA (custodial accounts
for minors) or general partner o On the letter, the
accounts. signatures of all persons
authorized to sign for the
account, exactly as the
account is registered.

o Signature guarantee if
applicable (see above).

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

Owners or trustees of trust accounts. o Letter of instruction.

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).

Joint tenancy shareholders o Letter of instruction
with rights of survivorship signed by surviving tenant.
whose co-tenants are deceased.
o Copy of death certificate.

o Signature guarantee if
applicable (see above).

Executors of shareholder estates. o Letter of instruction
signed by executor.

o Copy of order appointing
executor, certified within
the past 12 months.

o Signature guarantee if
applicable (see above).

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

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

Phone Number: 1-800-225-5291

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

YOUR ACCOUNT 11
<PAGE>

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

Valuation of shares The net asset value per share (NAV) for each class of 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.

Buy and sell prices When you buy shares, you pay the NAV plus any applicable
sales charges, as described earlier. When you sell shares, you receive the NAV
minus any applicable deferred sales charges. In unusual circumstances, the fund
has the right to redeem in kind.

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, accessing www.jhfunds.com, or
sending your request in writing.

In unusual circumstances, the 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
redemption transactions are not permitted on accounts whose names or addresses
have changed within the past 30 days. Proceeds from telephone transactions can
only be mailed to the address of record.

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

To protect the interests of other investors in the fund, the 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. The fund may also refuse any exchange
order. The fund may change or cancel its exchange policies at any time, upon 60
days' notice to its shareholders.

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

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

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

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

o after every transaction (except a dividend reinvestment) that affects your
account balance
o after any changes of name or address of the registered owner(s)
o in all other circumstances, every quarter

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

Dividends The fund generally distributes most or all of its net earnings
annually in the form of dividends. Most of these dividends are from capital
gains.

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

12 YOUR ACCOUNT
<PAGE>

Taxability of dividends Dividends you receive from a fund, whether reinvested or
taken as cash, are generally considered taxable. Dividends from the fund's
long-term capital gains are taxable as capital gains; dividends from other
sources are generally taxable as ordinary income. 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. Depending on the purchase price and the sale
price of the shares you sell or exchange, you may have a gain or a loss on the
transaction. You are responsible for any tax liabilities generated by your
transactions.

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

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

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

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

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

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

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

YOUR ACCOUNT 13
<PAGE>

Fund details

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

The trustees have the power to change the fund's investment goals without
shareholder approval.

Management fees For the period from August 18, 1999 (commencement of operations)
to October 31, 1999, the fund paid the investment adviser no management fees.

The management firm The fund is managed by John Hancock Advisers, Inc. Founded
in 1968, John Hancock Advisers is a wholly owned subsidiary of John Hancock
Financial Services, Inc. and manages more than $30 billion in assets.

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

- --------------------------------------------------------------------------------
Distribution and
shareholder services

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

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

--------------------------------------------
Principal distributor
John Hancock Funds, Inc.

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

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

John Hancock Signature Services, Inc.

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

- --------------------------------------------------------------------------------
Asset
management
--------------------------------------------
Investment adviser

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

Manages the fund's business and
investment activities.
--------------------------------------------

--------------------------------------------
Custodians

State Street Bank and Trust Co.

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

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

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

Oversee the fund's activities.
--------------------------------------------

14 FUND DETAILS
<PAGE>

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

Two documents are available that offer further information on the John Hancock
500 Index 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.
1 John Hancock Way, Suite 1000
Boston, MA 02217-1000

By phone: 1-800-225-5291

By EASI-Line: 1-800-338-8080

By TDD: 1-800-544-6713

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. For access to
the Reference Room call 1-202-942-8090

By mail: Public Reference Section Securities and Exchange Commission Washington,
DC 20549-0102 (duplicating fee required)

By electronic request:
[email protected] (duplicating fee required)

On the Internet: www.sec.gov

[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm

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

<PAGE>

John Hancock

Millennium
Growth Fund

Prospectus
May 1, 2000

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

100PN 5/00
Draft 4/10/00

[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
<PAGE>

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

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

Policies and instructions for Your account
opening, maintaining and Choosing a share class 6
closing an account. How sales charges are calculated 6
Sales charge reductions and waivers 7
Opening an account 8
Buying shares 9
Selling shares 10
Transaction policies 12
Dividends and account policies 12
Additional investor services 13

Further information on the Fund details
fund. Business structure 14

For more information back cover

3
<PAGE>

Millennium Growth Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term capital appreciation. To pursue this goal,
the fund normally invests at least 65% of assets in stocks of companies that
management believes are positioned to shape and benefit from trends driving the
modern economy. The fund generally invests in 25 to 35 large-capitalization U.S.
companies. (companies in the capitalization range of the Standard & Poor's 500
Stock Index). The fund will seek to invest in companies that management believes
will demonstrate superior long-term earnings growth, above-average earnings
stability and market leadership in segments of the
economy that are expected to shape or benefit from contemporary trends.

In choosing individual securities, the managers use fundamental financial
analysis to identify companies with:

o strong and sustainable cash flows

o leadership in their respective market or markets

o expectations of superior long-term earnings growth

o above-average financial strength

o above-average returns on equity

The management team obtains information from various sources, including a
dedicated internal research staff, quantitative analysis and use of third party
or "street" research.

Under normal market conditions, the fund will invest in stocks that trade on
U.S. domestic exchanges and over-the-counter markets. The fund may also invest
up to 15% of its assets in foreign securities in the form of American Depository
Receipts (ADRs) and other depository receipts. The fund may make limited use of
derivatives to facilitate transactions or maintain liquidity.

In abnormal conditions, the fund may temporarily invest up to 35% of assets in
investment-grade short-term securities. In these and other cases, the fund may
not achieve its goal.

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

================================================================================

PORTFOLIO MANAGER

Team responsible for day-to-day
investment management

PAST PERFORMANCE

[Clip Art] This section normally shows how the fund's total return has varied
from year to year, along with a broad-based market index for reference. Because
this is a new fund, there is no past performance to report.

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. If the fund concentrates its
investments in certain sectors or companies, its performance could be tied more
closely to those sectors or companies than to the market as a whole.

The fund's management strategy will influence performance significantly.
Large-capitalization stocks as a group could fall out of favor with the market,
causing the fund to underperform funds that focus on small- or
medium-capitalization 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 Certain derivatives could produce disproportionate losses.

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

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

================================================================================

YOUR EXPENSES

- --------------------------------------------------------------------------------
Shareholder transaction expenses(1) Class A Class B Class C
- --------------------------------------------------------------------------------
Maximum sales charge (load) on purchases
as a % of purchase price 5.00% none 1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less none(2) 5.00% 1.00%

- --------------------------------------------------------------------------------
Annual operating expenses Class A Class B Class C
- --------------------------------------------------------------------------------
Management fee 0.75% 0.75% 0.75%
Distribution and service (12b-1) fees 0.30% 1.00% 1.00%
Other expenses 1.26% 1.26% 1.26%
Total fund operating expenses 2.31% 3.01% 3.01%
Expense reimbursement (at least
until 2/28/01) 0.91% 0.91% 0.91%
Net annual operating expenses 1.40% 2.10% 2.10%

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.

- --------------------------------------------------------------------------------
Expenses Year 1 Year 3 Year 5 Year 10
- --------------------------------------------------------------------------------
Class A $635 $1,102 $1,595 $2,947
Class B - with redemption $713 $1,145 $1,702 $3,098
- without redemption $213 $ 845 $1,502 $3,098
Class C - with redemption $410 $ 936 $1,587 $3,331
- without redemption $311 $ 936 $1,587 $3,331

(1) A$4.00 fee may be charged for wire redemptions.

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

FUND CODES

Class A
- ----------------------------------------
Ticker --
CUSIP 478032709
Newspaper --
SEC number 811-3392
JH fund number 10

Class B
- ----------------------------------------
Ticker --
CUSIP 478032808
Newspaper --
SEC number 811-3392
JH fund number 110

Class C
- ----------------------------------------
Ticker --
CUSIP 478032881
Newspaper --
SEC number 811-3392
JH fund number 510

5
<PAGE>

Your account

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

- --------------------------------------------------------------------------------
Class A
- --------------------------------------------------------------------------------

o A front-end sales charge, as described at right.

o Distribution and service (12b-1) fees of 0.30%.

- --------------------------------------------------------------------------------
Class B
- --------------------------------------------------------------------------------

o No front-end sales charge; all your money goes to work for you right away.

o Distribution and service (12b-1) fees of 1.00%.

o A deferred sales charge, as described on following page.

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

- --------------------------------------------------------------------------------
Class C
- --------------------------------------------------------------------------------

o A front-end sales charge, as described at right.

o Distribution and service (12b-1) fees of 1.00%.

o A 1.00% contingent deferred sales charge on shares sold within one year of
purchase.

o No automatic conversion to Class A shares, so annual expenses continue at
the Class C level throughout the life of your investment.

For actual past expenses of each share class, see the fund information earlier
in this prospectus.

Because 12b-1 fees are paid on an ongoing basis, they may cost shareholders more
than other types of sales charges.

Investors purchasing $1 million or more of Class B or Class C shares may want to
consider the lower operating expenses of Class A shares.

Your broker receives a percentage of these sales charges and fees. In addition,
John Hancock Funds may pay significant compensation out of its own resources to
your broker.

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

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

Class A and Class C Sales charges are as follows:

- --------------------------------------------------------------------------------
Class A sales charges
- --------------------------------------------------------------------------------
As a % of As a % of your
Your investment offering price investment
Up to $49,999 5.00% 5.26%
$50,000 - $99,999 4.50% 4.71%
$100,000 - $249,999 3.50% 3.63%
$250,000 - $499,000 2.50% 2.56%
$500,000 - $999,999 2.00% 2.04%
$1,000,000 and over See below

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

6 YOUR ACCOUNT
<PAGE>

Class B Shares are offered at their net asset value per share, without any
initial sales charge.

Class B and Class C A CDSC may be charged if you sell Class B or Class C shares
within a certain time after you bought them, as described in the tables below.
There is no CDSC on shares acquired through reinvestment of dividends. The CDSC
is based on the original purchase cost or the current market value of the shares
being sold, whichever is less. The CDSCs are as follows:

- --------------------------------------------------------------------------------
Class B deferred charges
- --------------------------------------------------------------------------------
Years after purchase CDSC on shares being sold
1st year 5.00%
2nd year 4.00%
3rd or 4th year 3.00%
5th year 2.00%
6th year 1.00%
After 6th year none

For purposes of these CDSCs, all purchases made during a calendar month are
counted as having been made on the first day of that month.

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

o Accumulation Privilege -- lets you add the value of any Class A shares you
already own to the amount of your next Class A investment or purposes of
calculating the sales charge. Retirement plans investing $1 million in
Class B shares may add that value to Class A purchases to calculate
charges.

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

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

To utilize: complete the appropriate section of your application, or contact
your financial representative or Signature Services or consult the SAI (see the
back cover of this prospectus).

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

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

o to make payments through certain systematic withdrawal plans

o to make certain distributions from a retirement plan

o because of shareholder death or disability

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