HANCOCK JOHN SERIES TRUST
497, 2000-11-02
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                                                                    John Hancock
                                                                    Equity Funds

                                                                      Prospectus


                                                                November 1, 2000

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

                                                                   Balanced Fund
                                                                Core Equity Fund
                                                                Core Growth Fund
                                                                 Core Value Fund
                                                     Focused Relative Value Fund
                                                           Large Cap Growth Fund
                                                            Large Cap Value Fund
                                                             Mid Cap Growth Fund
                                                           Small Cap Growth Fund
                                                            Small Cap Value Fund
                                                        Sovereign Investors 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(R)
                                                          ----------------------
                                                            JOHN HANCOCK FUNDS
<PAGE>

Contents


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

A fund-by-fund summary         Balanced Fund                                   4
of goals, strategies, risks,   Core Equity Fund                                6
performance and expenses.      Core Growth Fund                                8
                               Core Value Fund                                10
                               Focused Relative Value Fund                    12
                               Large Cap Growth Fund                          14
                               Large Cap Value Fund                           16
                               Mid Cap Growth Fund                            18
                               Small Cap Growth Fund                          20
                               Small Cap Value Fund                           22
                               Sovereign Investors Fund                       24


Policies and instructions      Your account
for opening, maintaining and
closing an account in any      Choosing a share class                         26
equity fund.                   How sales charges are calculated               26
                               Sales charge reductions and waivers            27
                               Opening an account                             28
                               Buying shares                                  29
                               Selling shares                                 30
                               Transaction policies                           32
                               Dividends and account policies                 32
                               Additional investor services                   33


Further information on the     Fund details
equity funds.
                               Business structure                             34
                               Financial highlights                           35


                               For more information                   back cover

<PAGE>

Overview

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

FUND INFORMATION KEY

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

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

[Clip Art] Main risks The major risk factors associated with the fund.

[Clip Art] Past performance The fund's total return, measured year-by-year and
over time.

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

JOHN HANCOCK EQUITY FUNDS

These funds seek long-term growth by investing primarily in common stocks.
However, the Balanced Fund also makes significant investments in fixed-income
securities. Each fund has its own strategy and its own risk profile.

WHO MAY WANT TO INVEST

These funds may be appropriate for investors who:

o     have longer time horizons

o     want to diversify their portfolios

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

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

Equity funds may NOT be appropriate if you:

o     are investing with a shorter time horizon in mind

o     are uncomfortable with an investment that may go up and down in value

RISKS OF MUTUAL FUNDS

Mutual funds are not bank deposits and are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. Because
you could lose money by investing in these funds, be sure to read all risk
disclosure carefully before investing.

THE MANAGEMENT TEAM

All John Hancock equity funds are 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.


                                                                               3
<PAGE>

Balanced Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks current income, long-term growth of capital and income
and preservation of capital. To pursue these goals, the fund allocates its
investments among a diversified mix of debt and equity securities.

At least 75% of the fund's stock investments are "dividend performers" --
companies whose dividend payments have increased steadily for ten years. In
managing the fund's stock portfolio, the managers use fundamental financial
analysis to identify individual companies with high-quality income statements,
substantial cash reserves and identifiable catalysts for growth, which may be
new products or benefits from industrywide growth. The managers generally visit
companies to evaluate the strength and consistency of their management strategy.
Finally, the managers look for stocks that are reasonably priced relative to
their earnings and industry. Historically, companies that meet these criteria
have tended to have large or medium market capitalizations.

At least 25% of assets will be invested in senior debt securities. The fund's
debt securities are used to enhance current income and provide some added
stability. The fund's investments in bonds of any maturity are primarily
investment-grade (rated BBB or above and their unrated equivalents). However, up
to 20% of assets may be in junk bonds rated as low as C and their unrated
equivalents.

Although the fund invests primarily in U.S. securities, it may invest up to 35%
of assets in foreign securities. The fund may also 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 extensively in
investment-grade short-term securities. In these and other cases, the fund might
not achieve its goal.

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

PORTFOLIO MANAGERS

John F. Snyder, III
----------------------------------------
Executive vice president of adviser
Joined fund team in 1994
Joined adviser in 1991
Began business career in 1971

Barry H. Evans, CFA
----------------------------------------
Senior vice president of adviser
Joined fund team in 1996
Joined adviser in 1986
Began business career in 1986

Peter M. Schofield, CFA
----------------------------------------
Vice president of adviser
Joined fund team in 1996
Joined adviser in 1996
Began business career in 1984

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 a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. All
figures assume dividend reinvestment. Past performance does not indicate future
results.

--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                          1993    1994    1995     1996    1997    1998    1999

                         11.38%  -3.51%  24.23%   12.13%  20.79%  14.01%   3.89%

2000 total return as of March 31: -3.99%
Best quarter: Q4 '98, 11.40% Worst quarter: Q3 '99, -4.89%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                        Life of        Life of
                            1 year        5 year        Class A        Class B
Class A - began 10/5/92     -1.30%        13.61%        10.67%         --
Class B - began 10/5/92     -1.83%        13.77%        --             10.70%
Class C - began 5/1/99      --            --            --             --
Index                       21.03%        28.54%        21.83%         21.83%

Index: Standard & Poor's 500 Stock Index, an unmanaged index of 500 stocks.


4
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
and bond market movements.

The fund's management strategy has a significant influence on fund performance.
Large- or medium-capitalization stocks as a group could fall out of favor with
the market, causing the fund to underperform investments that focus on
small-capitalization stocks. Medium-capitalization stocks tend to be more
volatile than stocks of larger companies. In addition, if the managers' security
selection strategies do not perform as expected, the fund could underperform its
peers or lose money.

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

o     Certain derivatives could produce disproportionate losses.

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

o     Any bonds held by the fund could be downgraded in credit quality or go
      into default. In addition, bond prices generally fall when interest rates
      rise; this risk is greater for longer maturity bonds. Junk bond prices can
      fall on bad news about the issuer, an industry or the economy in general.

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

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

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

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.

--------------------------------------------------------------------------------
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                               0.60%        0.60%        0.60%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.32%        0.32%        0.32%
Total fund operating expenses                1.22%        1.92%        1.92%

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                         $618         $868         $1,137       $1,903
Class B - with redemption       $695         $903         $1,237       $2,061
        - without redemption    $195         $603         $1,037       $2,061
Class C - with redemption       $392         $697         $1,126       $2,321
        - without redemption    $293         $697         $1,126       $2,321

(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            SVBAX
CUSIP             47803P104
Newspaper         BalA
SEC number        811-0560
JH fund number    36

Class B
----------------------------------------
Ticker            SVBBX
CUSIP             47803P203
Newspaper         BalB
SEC number        811-0560
JH fund number    136

Class C
----------------------------------------
Ticker            --
CUSIP             47803P708
Newspaper         --
SEC number        811-0560
JH fund number    536


                                                                               5
<PAGE>

Core Equity Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks above-average total return (capital appreciation plus
income). To pursue this goal, the fund normally invests at least 65% of assets
in a diversified portfolio of equities which are primarily large-capitalization
stocks. The portfolio's risk profile is similar to that of the Standard & Poor's
500 Stock Index.

The managers select from a menu of stocks of approximately 550 companies that
evolves over time. Approximately 70% to 80% of these companies also are included
in the Standard & Poor's 500 Stock Index. The subadviser's investment research
team is organized by industry and tracks these companies to develop earnings
estimates and five-year projections for growth. A series of proprietary computer
models use this in-house research to rank the stocks according to their
combination of:

o     value, meaning they appear to be underpriced

o     improving fundamentals, meaning they show potential for strong growth

This process, together with a risk/ return analysis against the Standard &
Poor's 500 Stock Index, results in a portfolio of approximately 100 to 130 of
the stocks from the top 60% of the menu. The fund generally sells stocks that
fall into the bottom 20% of the menu.

In normal market conditions, the fund is almost entirely invested in stocks. The
fund may invest in dollar-denominated foreign securities and make limited use of
certain derivatives (investments whose value is based on indices or securities).

In abnormal market conditions, the fund may temporarily invest more than 35% 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 distributions.

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

SUBADVISER

Independence Investment
Associates, Inc.
----------------------------------------
Team responsible for day-to-day
investment management

A subsidiary of John Hancock Financial
Services, Inc.

Founded in 1982

Supervised by the adviser

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 a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. All
figures assume dividend reinvestment. Past performance does not indicate future
results.


--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                  1992    1993    1994    1995     1996    1997    1998    1999

                  9.01%  16.12%  -2.14%  37.20%   21.24%  29.19%  28.84%  12.37%

2000 total return as of March 31: 1.90%
Best quarter: Q4 '98, 24.17% Worst quarter: Q3 '98, -12.75%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                  Life of    Life of    Life of
                          1 year      5 year      Class A    Class B    Class C
Class A - began 6/10/91   6.74%       24.21%      17.50%     --         --
Class B - began 9/7/95    6.59%       --          --         22.07%     --


Class C - began 5/1/98    9.49%       --          --         --         12.07%
Index                     21.03%      28.54%      19.80%     26.58%     19.84%


Index: Standard & Poor's 500 Stock Index, an unmanaged index of 500 stocks.


6
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements.

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.

The fund's management strategy has a significant influence on fund performance.
If the investment research team's earnings estimates or projections turn out to
be inaccurate, or if the proprietary computer models do 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     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price.

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

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

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.

--------------------------------------------------------------------------------
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                               0.74%        0.74%        0.74%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.33%        0.33%        0.33%
Total fund operating expenses                1.37%        2.07%        2.07%

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                         $633         $912         $1,212       $2,064
Class B - with redemption       $710         $949         $1,314       $2,221
        - without redemption    $210         $649         $1,114       $2,221
Class C - with redemption       $407         $742         $1,202       $2,476
        - without redemption    $308         $742         $1,202       $2,476

(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            JHDCX
CUSIP             409902707
Newspaper         CoreEqA
SEC number        811-1677
JH fund number    25

Class B
----------------------------------------
Ticker            JHIDX
CUSIP             409902806
Newspaper         CoreEqB
SEC number        811-1677
JH fund number    125

Class C
----------------------------------------
Ticker            JHCEX
CUSIP             409902863
Newspaper         CoreEqC
SEC number        811-1677
JH fund number    525


                                                                               7
<PAGE>

Core Growth Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks above-average total return. To pursue this goal, the
fund invests in a diversified portfolio of primarily large-capitalization stocks
and emphasizes stocks of companies with relatively high potential long-term
earnings growth. The portfolio's risk profile is substantially similar to that
of the Russell 1000 Growth Index.

The managers select from a menu of stocks of approximately 550 companies that
evolves over time. Approximately 40% to 50% of these companies also are included
in the Russell 1000 Growth Index. The subadviser's investment research team is
organized by industry and tracks these companies to develop earnings estimates
and five-year projections for growth. A series of proprietary computer models
use this in-house research to rank the stocks according to their combination of:

o     value, meaning they appear to be underpriced

o     improving fundamentals, meaning they show potential for strong growth

This process, together with a risk/return analysis against the Russell 1000
Growth Index, results in a portfolio of approximately 100 to 130 of the stocks
from the top 60% of the menu. The fund generally sells stocks that fall into the
bottom 20% of the menu.

In normal market conditions, the fund is almost entirely invested in stocks. The
fund may, however, invest in certain other types of equity securities, including
dollar-denominated foreign securities.

In abnormal market conditions, the fund may temporarily invest more than 35% 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 distributions.

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

SUBADVISER

Independence Investment
Associates, Inc.
----------------------------------------
Team responsible for day-to-day
investment management

A subsidiary of John Hancock Financial
Services, Inc.

Founded in 1982

Supervised by the adviser

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 a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The year-by-year and average annual figures are for Class I
shares, which are offered in a separate prospectus. Annual returns should be
substantially similar since all classes invest in the same portfolio. However,
Class I shares' average annual figures do not reflect sales charges or 12b-1
fees, which were imposed beginning July 1, 1999 for Class A, B and C shares.
Year-by-year, average annual and index figures do not reflect these charges and
would be lower if they did. All figures assume dividend reinvestment. Past
performance does not indicate future results.

--------------------------------------------------------------------------------
Class I year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                                   1996    1997    1998    1999

                                                  20.52%  36.22%  37.94%  20.00%

2000 total return as of March 31: 8.99%
Best quarter: Q4 '98, 27.44% Worst quarter: Q3 '98, -12.00%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                                        Life of
                                                           1 year       Class I
Class I - began 10/2/95                                    20.00%       27.96%
Class A - began 7/1/99                                     --           --
Class B - began 7/1/99                                     --           --
Class C - began 7/1/99                                     --           --
Index                                                      32.27%       30.53%

Index: Russell 1000 Growth Index, an unmanaged index of growth stocks in the
Russell 1000 Index of the 1,000 largest-capitalization U.S. stocks.


8
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements.

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, growth stocks could underperform value
stocks.

The fund's management strategy has a significant influence on fund performance.
If the investment research team's earnings estimates or projections turn out to
be inaccurate, or if the proprietary computer models do 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     Foreign investments carry additional risks, including potentially
      inadequate or inaccurate financial information and social or political
      instability.

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

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.

--------------------------------------------------------------------------------
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(3)                       Class A   Class B   Class C
--------------------------------------------------------------------------------
Management fee                                     0.80%     0.80%     0.80%
Distribution and service (12b-1) fees              0.30%     1.00%     1.00%
Other expenses                                     0.73%     0.73%     0.73%
Total fund operating expenses                      1.83%     2.53%     2.53%
Expense reimbursement (at least until 6/30/01)     0.38%     0.38%     0.38%
Net annual operating expenses                      1.45%     2.15%     2.15%

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.

--------------------------------------------------------------------------------
Expenses                        Year 1       Year 3       Year 5       Year 10
--------------------------------------------------------------------------------
Class A                         $640         $1,012       $1,407       $2,511
Class B - with redemption       $718         $1,051       $1,511       $2,665
        - without redemption    $218         $  751       $1,311       $2,665
Class C - with redemption       $415         $  844       $1,398       $2,909
        - without redemption    $316         $  844       $1,398       $2,909

(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."

(3)   Expense figures show the expenses for the past year adjusted to reflect
      any changes.

FUND CODES

Class A
----------------------------------------
Ticker            JACGX
CUSIP             410132849
Newspaper         CoreGrA
SEC number        811-8852
JH fund number    79

Class B
----------------------------------------
Ticker            JBCGX
CUSIP             410132831
Newspaper         CoreGrB
SEC number        811-8852
JH fund number    179

Class C
----------------------------------------
Ticker            --
CUSIP             410132823
Newspaper         --
SEC number        811-8852
JH fund number    579


                                                                               9
<PAGE>

Core Value Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks above-average total return. To pursue this goal, the
fund invests in a diversified portfolio of primarily large-capitalization stocks
and emphasizes relatively undervalued stocks and high dividend yields. The
portfolio's risk profile is substantially similar to that of the Russell 1000
Value Index.

The managers select from a menu of stocks of approximately 550 companies that
evolves over time. Approximately 50% to 60% of these companies also are included
in the Russell 1000 Value Index. The subadviser's investment research team is
organized by industry and tracks these companies to develop earnings estimates
and five-year projections for growth. A series of proprietary computer models
use this in-house research to rank the stocks according to their combination of:

o     value, meaning they appear to be underpriced

o     improving fundamentals, meaning they show potential for strong growth

This process, together with a risk/return analysis against the Russell 1000
Value Index, results in a portfolio of approximately 100 to 130 of the stocks
from the top 60% of the menu. The fund generally sells stocks that fall into the
bottom 20% of the menu.

In normal market conditions, the fund is almost entirely invested in stocks. The
fund may, however, invest in certain other types of equity securities, including
dollar-denominated foreign securities.

In abnormal market conditions, the fund may temporarily invest more than 35% 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 distributions.

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

SUBADVISER

Independence Investment
Associates, Inc.
----------------------------------------
Team responsible for day-to-day
investment management

A subsidiary of John Hancock Financial
Services, Inc.

Founded in 1982

Supervised by the adviser

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 a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. Class A average annual figures reflect sales charges.
Year-by-year and index figures do not reflect these charges and would be lower
if they did. In addition, 12b-1 fees were imposed beginning July 1, 2000 for
Class A shares and would result in lower returns if reflected in these figures.
All figures assume dividend reinvestment. Past performance does not indicate
future results.

--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                                   1996    1997    1998    1999

                                                  20.66%  30.63%  18.79%   4.65%

2000 total return as of March 31: -2.52%
Best quarter: Q4 '98, 18.79% Worst quarter: Q3 '98, -13.99%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                                        Life of
                                                           1 year       Class A
Class A - began 10/2/95                                    -0.60%       17.80%
Class B - began 7/1/99                                     --           --
Class C - began 7/1/99                                     --           --
Index                                                      7.35%        20.09%

Index: Russell 1000 Value Index, an unmanaged index of value stocks in the
Russell 1000 Index of the 1,000 largest-capitalization U.S. stocks.


10
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements.

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, value stocks could underperform growth
stocks.

The fund's management strategy has a significant influence on fund performance.
If the investment research team's earnings estimates or projections turn out to
be inaccurate, or if the proprietary computer models do 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     Foreign investments carry additional risks, including potentially
      inadequate or inaccurate financial information and social or political
      instability.

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

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.

--------------------------------------------------------------------------------
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(3)                       Class A   Class B   Class C
--------------------------------------------------------------------------------
Management fee                                     0.80%     0.80%     0.80%
Distribution and service (12b-1) fees              0.30%     1.00%     1.00%
Other expenses                                     1.04%     1.04%     1.04%
Total fund operating expenses                      2.14%     2.84%     2.84%
Expense reimbursement (at least until 6/30/01)     0.64%     0.64%     0.64%
Net annual operating expenses                      1.50%     2.20%     2.20%

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.

--------------------------------------------------------------------------------
Expenses                        Year 1       Year 3       Year 5       Year 10
--------------------------------------------------------------------------------
Class A                         $645         $1,078       $1,536       $2,801
Class B - with redemption       $723         $1,120       $1,642       $2,953
        - without redemption    $223         $  820       $1,442       $2,953
Class C - with redemption       $420         $  911       $1,528       $3,189
        - without redemption    $321         $  911       $1,528       $3,189

(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."

(3)   Expense figures show the expenses for the past year adjusted to reflect
      any changes.

FUND CODES

Class A
----------------------------------------
Ticker            JHIVX
CUSIP             410132807
Newspaper         --
SEC number        811-8852
JH fund number    88

Class B
----------------------------------------
Ticker            JHVBX
CUSIP             410132815
Newspaper         CoreValB
SEC number        811-8852
JH fund number    188

Class C
----------------------------------------
Ticker            --
CUSIP             410132799
Newspaper         --
SEC number        811-8852
JH fund number    588


                                                                              11
<PAGE>


Focused Relative Value Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term capital appreciation. To pursue this goal,
the fund normally invests in stocks of companies of any size. The fund utilizes
a focused investment strategy and will typically concentrate its investments in
20 to 35 U.S. and foreign companies. Because of this focused strategy, the fund
has been classified as non-diversified and may invest more than 5% of assets in
securities of individual companies.

In managing the portfolio, the management team emphasizes a relative
value-oriented approach to individual stock selection. With the aid of
proprietary financial models, the management team looks for companies that are
selling at what appear to be substantial discounts to their long-term values.
These companies often have identifiable catalysts for growth, such as new
products, business reorganizations or mergers.

The management team uses fundamental financial analysis of individual companies
to identify those with substantial cash flows, reliable revenue streams and
strong competitive positions. The fund may attempt to take advantage of
short-term market volatility by investing in corporate restructurings or pending
acquisitions. The management team also looks for companies with strong senior
management and coherent business strategies. They generally maintain personal
contact with the senior management of the companies the fund invests in.

The fund may also make limited use of certain derivatives (investments whose
value is based on indices or currencies).

In abnormal market conditions, the fund may temporarily invest extensively 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 distributions.

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

PORTFOLIO MANAGERS

Timothy E. Quinlisk, CFA
----------------------------------------
Senior vice president of adviser
Joined fund team in 2000
Joined adviser in 1998
Began business career in 1985

R. Scott Mayo, CFA
----------------------------------------
Second vice president of adviser
Joined fund team in 2000
Joined adviser in 1998
Began business career in 1993

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.


12
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will fluctuate in response to stock
market movements.

The fund's management strategy has a significant influence on fund performance.
The fund focuses on a small number of companies, making it highly vulnerable to
isolated business setbacks. Similarly, value stocks could underperform growth
stocks.

To the extent the fund invests in a given industry, its performance will be hurt
if that industry performs poorly. In addition, if the managers' security
selection strategies do not perform as expected, the fund could underperform its
peers or lose money.

Stocks of small and medium size companies are more volatile than stocks of
larger companies. Many smaller companies have short track records, narrow
product lines or niche markets, making them highly vulnerable to isolated
business setbacks.

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

o     Certain derivatives could produce disproportionate losses.

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

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

o     If the fund invests heavily in a single issuer, its performance could
      suffer significantly from adverse events affecting that issuer.

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

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.

--------------------------------------------------------------------------------
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                               0.85%        0.85%        0.85%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.46%        0.46%        0.46%
Total fund operating expenses                1.61%        2.31%        2.31%
Expense reimbursement
(at least until 10/31/01)                    0.11%        0.11%        0.11%
Net annual operating expenses                1.50%        2.20%        2.20%

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.

--------------------------------------------------------------------------------
Expenses                                                  Year 1       Year 3
--------------------------------------------------------------------------------
Class A                                                   $645         $  972
Class B - with redemption                                 $723         $1,011
        - without redemption                              $223         $  711
Class C - with redemption                                 $420         $  804
        - without redemption                              $321         $  804

(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             478032790
Newspaper         --
SEC number        811-3392
JH fund number    61

Class B
----------------------------------------
Ticker            --
CUSIP             478032774
Newspaper         --
SEC number        811-3392
JH fund number    161

Class C
----------------------------------------
Ticker            --
CUSIP             478032766
Newspaper         --
SEC number        811-3392
JH fund number    561



                                                                              13
<PAGE>

Large 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 65% of assets in stocks of
large-capitalization companies (companies in the capitalization range of the
Standard & Poor's 500 Stock Index, which was $316 million to $553 billion as of
March 31, 2000).

In choosing individual stocks, the manager uses fundamental financial analysis
to identify companies with:

o     strong cash flows

o     secure market franchises

o     sales growth that outpaces their industries


The fund generally invests in a diversified portfolio of U.S. companies. The
fund has tended to emphasize, or overweight, certain sectors such as health
care, technology or consumer goods. These weightings may change in the future.

The manager uses various means to assess the depth and stability of companies'
senior management, including interviews and company visits. The fund favors
companies for which the manager projects an above-average growth rate.


The fund may invest in preferred stocks and other types of equities, and may
invest up to 15% of assets in foreign securities. The fund may also 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 extensively 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 distributions.

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

PORTFOLIO MANAGER

Team responsible for day-to-day investment management

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. The average annual figures reflect sales charges; the year-by-year
and index figures do not, and would be lower if they did. All figures assume
dividend reinvestment. Past performance does not indicate future results.


--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999

-8.34%  41.68%    6.06%  13.03%  -7.50%  27.17%   20.40%  16.70%  26.42%  20.52%

2000 total return as of March 31: 1.28%
Best quarter: Q4 '98, 22.38% Worst quarter: Q3 '90, -18.75%


--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                            Life of    Life of
                           1 year     5 year     10 year    Class B    Class C
Class A                    14.48%     20.93%     14.02%     --         --
Class B - began 1/3/94     14.73%     21.11%     --         16.08%     --
Class C - began 6/1/98     17.51%     --         --         --         22.47%
Index 1                    21.03%     28.54%     18.19%     23.55%     22.32%
Index 2                    29.68%     34.37%     21.02%     28.96%     36.41%

Index 1: Standard & Poor's 500 Stock Index, an unmanaged index of 500 stocks.

Index 2: Russell Top 200 Growth Index, an unmanaged index containing
growth-oriented stocks from the Russell Top 200 Index.

In the future, the adviser will compare the fund's performance only to the
Russell Top 200 Growth Index since it more closely represents the fund's
investment strategy.



14
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements.

The fund's management strategy has a significant influence on fund performance.
Large-capitalization stocks as a group could fall out of favor with the market,
causing the fund to underperform investments that focus on small- or
medium-capitalization stocks. Similarly, growth stocks could underperform value
stocks. To the extent the fund invests in a given industry, its performance will
be hurt if that industry performs poorly. In addition, if the manager's security
selection strategies do not perform as expected, the fund could underperform its
peers or lose money.

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

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.

--------------------------------------------------------------------------------
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                               0.30%        0.30%        0.30%
Total fund operating expenses                1.35%        2.05%        2.05%

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                         $631         $906         $1,202       $2,043
Class B - with redemption       $708         $943         $1,303       $2,200
        - without redemption    $208         $643         $1,103       $2,200
Class C - with redemption       $405         $736         $1,192       $2,455
        - without redemption    $306         $736         $1,192       $2,455

(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            JHNGX
CUSIP             409906302
Newspaper         LpCpGrA
SEC number        811-4630
JH fund number    20

Class B
----------------------------------------
Ticker            JHGBX
CUSIP             409906401
Newspaper         LpCpGrB
SEC number        811-4630
JH fund number    120

Class C
----------------------------------------
Ticker            --
CUSIP             409906849
Newspaper         --
SEC number        811-4630
JH fund number    520


                                                                              15
<PAGE>

Large Cap Value Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks the highest total return (capital appreciation plus
current income) that is consistent with reasonable safety of capital. To pursue
this goal, the fund normally invests at least 65% of assets in stocks of
large-capitalization companies (companies in the capitalization range of the
Standard & Poor's 500 Stock Index, which was $316 million to $553 billion as of
March 31, 2000).

In managing the portfolio, the managers emphasize a value-oriented approach to
individual stock selection. With the aid of proprietary financial models, the
management team looks for companies that are selling at what appear to be
substantial discounts to their long-term intrinsic and "franchise" values. These
companies often have identifiable catalysts for growth, such as new products,
business reorganizations or mergers.

The fund manages risk by typically holding between 50 and 150 large companies
that are diversified across industry sectors. The management team also uses
fundamental financial analysis to identify individual companies with substantial
cash flows, reliable revenue streams, superior competitive positions and strong
management.

The fund may attempt to take advantage of short-term market volatility by
investing in corporate restructurings or pending acquisitions.

In selecting bonds of any maturity, the managers look for the most favorable
risk/return ratios. The fund may invest up to 15% of net assets in junk bonds
rated as low as CC/Ca and their unrated equivalents.

The fund may invest up to 25% of assets in foreign securities (35% during
adverse U.S. market conditions). The fund may also 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 extensively in
investment-grade short-term securities. In these and other cases, the fund might
not achieve its goal.

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

PORTFOLIO MANAGERS

Timothy E. Quinlisk, CFA
----------------------------------------
Senior vice president of adviser
Joined fund team in 1998
Joined adviser in 1998
Began business career in 1985


R. Scott Mayo, CFA
----------------------------------------
Second vice president of adviser
Joined fund team in 2000
Joined adviser in 1998
Began business career in 1993

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 a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. All
figures assume dividend reinvestment. Past performance does not indicate future
results.


--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999

-0.44%  32.29%    6.02%   9.74%  -8.49%  36.74%   22.21%  36.71%  15.94%  37.89%

2000 total return as of March 31: 8.07%
Best quarter: Q4 '99, 31.65% Worst quarter: Q3 '98, -12.95%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                            Life of    Life of
                           1 year     5 year     10 year    Class B    Class C
Class A                    30.99%     28.25%     17.15%     --         --
Class B - began 8/22/91    31.95%     28.49%     --         18.21%     --


Class C - began 5/1/98     34.60%     --         --         --         20.61%
Index                      21.03%     28.54%     18.19%     19.73%     19.84%


Index: Standard & Poor's 500 Stock Index, an unmanaged index of 500 stocks.


16
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
and bond market movements.

The fund's management strategy has a significant influence on fund performance.
Large-capitalization stocks as a group could fall out of favor with the market,
causing the fund to underperform investments that focus on small- or
medium-capitalization stocks. Similarly, value stocks could underperform growth
stocks. In addition, if the managers' securities selection strategies do 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     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price.

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

o     Any bonds held by the fund could be downgraded in credit rating or go into
      default. Bond prices generally fall when interest rates rise and longer
      maturity will increase volatility. Junk bond prices can fall on bad news
      about the economy, an industry or a company.

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

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

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.

--------------------------------------------------------------------------------
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                               0.625%       0.625%       0.625%
Distribution and service (12b-1) fees        0.25%        1.00%        1.00%
Other expenses                               0.295%       0.295%       0.295%
Total fund operating expenses                1.17%        1.92%        1.92%

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                         $613         $853         $1,111       $1,849
Class B - with redemption       $695         $903         $1,237       $2,048
        - without redemption    $195         $603         $1,037       $2,048
Class C - with redemption       $392         $697         $1,126       $2,321
        - without redemption    $293         $697         $1,126       $2,321

(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            TAGRX
CUSIP             41013P103
Newspaper         LgCpVIA
SEC number        811-0560
JH fund number    50

Class B
----------------------------------------
Ticker            TSGWX
CUSIP             41013P202
Newspaper         LgCpVIB
SEC number        811-0560
JH fund number    150

Class C
----------------------------------------
Ticker            JHLVX
CUSIP             41013P301
Newspaper         LgCpVIC
SEC number        811-0560
JH fund number    550


                                                                              17
<PAGE>

Mid 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
medium-capitalization companies (companies in the capitalization range of the
Russell Midcap Growth Index, which was $171 million to $66.54 billion as of
March 31, 2000).

The manager conducts fundamental financial analysis to identify companies with
above-average earnings growth.

In choosing individual securities, the manager looks for companies with growth
stemming from a combination of gains in market share and increasing operating
efficiency. Before investing, the manager identifies a specific catalyst for
growth, such as a new product, business reorganization or merger.

The management team generally maintains personal contact with the senior
management of the companies the fund invests in.

The manager considers broad economic trends, demographic factors, technological
changes, consolidation trends and legislative initiatives.

The fund generally invests in more than 100 companies. The fund may not invest
more than 5% of assets in any one security.

The fund may invest up to 10% of assets in foreign securities. The fund may also
make limited use of certain derivatives (investments whose value is based on
indices or currencies).

In abnormal conditions, the fund may temporarily invest in U.S. government
securities with maturities of up to three years and more than 10% of assets in
cash or cash equivalents. 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 distributions.

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

PORTFOLIO MANAGER

Barbara C. Friedman, CFA
----------------------------------------
Senior vice president of adviser
Joined fund team in 1998
Joined adviser in 1998
Began business career in 1973

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. The average annual figures reflect sales charges; the year-by-year
and index figures do not, and would be lower if they did. All figures assume
dividend reinvestment. Past performance does not indicate future results.


--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                  1994    1995     1996    1997    1998    1999

                                 -8.76%  34.24%   29.05%   2.37%   6.53%  58.17%

2000 total return as of March 31: 12.79%
Best quarter: Q4 '99, 45.43% Worst quarter: Q3 '98, -21.36%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                Life of     Life of    Life of
                          1 year     5 year     Class A     Class B    Class C
Class A - began 11/1/93   50.24%     23.19%     16.58%      --         --
Class B - began 11/1/93   52.21%     23.44%     --          16.75%     --


Class C - began 6/1/98    54.58%     --         --          --         33.43%


Index 1                   21.03%     28.54%     23.07%      23.07%     22.32%
Index 2                   18.23%     21.86%     17.21%      17.21%     36.63%

Index 1: Standard & Poor's 500 Stock Index, an unmanaged index of 500 stocks.

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


18
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements.

The fund's management strategy has a significant influence on fund performance.
Medium-capitalization stocks tend to be more volatile than stocks of larger
companies, and as a group could fall out of favor with the market, causing the
fund to underperform investments that focus either on small- or on
large-capitalization stocks. Similarly, growth stocks could underperform value
stocks. To the extent the fund invests in a given industry, its performance will
be hurt if that industry performs poorly. In addition, if the manager's security
selection strategies do not perform as expected, the fund could underperform its
peers or lose money.

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

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.

--------------------------------------------------------------------------------
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                               0.80%        0.80%        0.80%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.50%        0.50%        0.50%
Total fund operating expenses                1.60%        2.30%        2.30%

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                         $655         $  980       $1,327       $2,305
Class B - with redemption       $733         $1,018       $1,430       $2,461
        - without redemption    $233         $  718       $1,230       $2,461
Class C - with redemption       $430         $  811       $1,318       $2,709
        - without redemption    $331         $  811       $1,318       $2,709

(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            SPOAX
CUSIP             409906807
Newspaper         MdCpGrA
SEC number        811-4630
JH fund number    39

Class B
----------------------------------------
Ticker            SPOBX
CUSIP             409906880
Newspaper         MdCpGrB
SEC number        811-4630
JH fund number    139

Class C
----------------------------------------
Ticker            --
CUSIP             409906823
Newspaper         --
SEC number        811-4630
JH fund number    539


                                                                              19
<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
small-capitalization companies (companies in the capitalization range of the
Russell 2000 Growth Index, which was $23 million to $10.45 billion as of March
31, 2000).

The managers look for companies in the emerging growth phase of development that
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.

To manage risk, the fund typically invests in 150 to 220 companies across many
industries, and does not invest more than 5% of assets in any one company.

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 in preferred stocks and other types of equities, and may
invest up to 10% of assets in foreign securities. The fund may also make limited
use of certain derivatives (investments whose value is based on indices or
currencies).

In abnormal conditions, the fund may temporarily invest in U.S. government
securities with maturities of up to three years and more than 10% of assets in
cash and cash equivalents. 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 distributions.

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

PORTFOLIO MANAGERS

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

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

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. The average annual figures reflect sales charges; the year-by-year
and index figures do not, and would be lower if they did. All figures assume
dividend reinvestment. Past performance does not indicate future results.


--------------------------------------------------------------------------------
Class B year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999

-1.15%  58.82%   12.13%  11.82%  -1.49%  42.13%   12.95%  14.45%  11.65%  63.62%

2000 total return as of March 31: 14.03%
Best quarter: Q4 '99, 43.58% Worst quarter: Q3 '90, -23.09%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                            Life of    Life of
                           1 year     5 year     10 year    Class A    Class C
Class A - began 8/22/91    56.65%     27.03%     --         20.50%     --
Class B                    58.62%     27.25%     20.60%     --         --


Class C - began 6/1/98     60.91%     --         --         --         44.09%


Index 1                    21.26%     16.69%     13.40%     15.19%     7.92%
Index 2                    43.09%     18.99%     13.51%     14.65%     22.94%

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


20
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will fluctuate in response to stock
market movements.

The fund's management strategy has a significant influence on fund performance.
Small-capitalization stocks as a group could fall out of favor with the market,
causing the fund to underperform investments that focus on medium- or large-
capitalization stocks. Similarly, growth stocks could underperform value stocks.
To the extent the fund invests in a given industry, its performance will be hurt
if that industry performs poorly. In addition, if the managers' security
selection strategies do not perform as expected, the fund could underperform its
peers or lose money.

Stocks of smaller companies are more volatile than stocks of larger companies.
Many smaller companies have short track records, narrow product lines or niche
markets, making them highly vulnerable to isolated business setbacks.

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

o     Certain derivatives could produce disproportionate losses.

o     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price; this risk could also affect
      small-capitalization stocks, especially those with low trading volumes.

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

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

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.

--------------------------------------------------------------------------------
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        0.25%        1.00%        1.00%
Other expenses                               0.34%        0.34%        0.34%
Total fund operating expenses                1.34%        2.09%        2.09%

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                         $630         $903         $1,197       $2,032
Class B - with redemption       $712         $955         $1,324       $2,229
        - without redemption    $212         $655         $1,124       $2,229
Class C - with redemption       $409         $748         $1,212       $2,497
        - without redemption    $310         $748         $1,212       $2,497

(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            TAEMX
CUSIP             478032105
Newspaper         SmCpGrA
SEC number        811-3392
JH fund number    60

Class B
----------------------------------------
Ticker            TSEGX
CUSIP             478032204
Newspaper         SmCpGrB
SEC number        811-3392
JH fund number    160

Class C
----------------------------------------
Ticker            JSGCX
CUSIP             478032501
Newspaper         SmCpGrC
SEC number        811-3392
JH fund number    560


                                                                              21
<PAGE>

Small Cap Value Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks capital appreciation. To pursue this goal, the fund
normally invests at least 80% of assets in stocks of small-capitalization
companies (companies in the capitalization range of the Russell 2000 Index,
which was $23 million to $10.45 billion as of March 31, 2000).

In managing the portfolio, the managers emphasize a value-oriented approach to
individual stock selection. With the aid of proprietary financial models, the
management team looks for U.S. and foreign companies that are selling at what
appear to be substantial discounts to their long-term value. These companies
often have identifiable catalysts for growth, such as new products, business
reorganizations or mergers.

The management team uses fundamental financial analysis of individual companies
to identify those with substantial cash flows, reliable revenue streams and
strong competitive positions. The strength of companies' management teams is
also a key selection factor. The fund diversifies across industry sectors. The
fund may not invest more than 5% of assets in any one security.

The fund may invest up to 15% of assets in a basket of foreign securities or in
bonds of any maturity rated as low as CC/Ca and their unrated equivalents (bonds
below BBB/Baa are considered junk bonds). The fund may make limited use of
certain derivatives (investments whose value is based on indices or currencies).

Under normal conditions, the fund may not invest more than 10% of assets in cash
or cash equivalents.

In abnormal market conditions, the fund may temporarily invest extensively 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 distributions.

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

PORTFOLIO MANAGERS

Timothy E. Quinlisk, CFA
----------------------------------------
Senior vice president of adviser
Joined fund team in 1998
Joined adviser in 1998
Began business career in 1985


R. Scott Mayo, CFA
----------------------------------------
Second vice president of adviser
Joined fund team in 2000
Joined adviser in 1998
Began business career in 1993

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 a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. All
figures assume dividend reinvestment. Past performance does not indicate future
results.


--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                  1994    1995     1996    1997    1998    1999

                                  7.81%  20.26%   12.91%  25.25%  -2.10%  98.25%

2000 total return as of March 31: 10.76%
Best quarter: Q4 '99, 47.75% Worst quarter: Q3 '98, -21.43%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                 Life of    Life of    Life of
                           1 year     5 year     Class A    Class B    Class C
Class A - began 1/3/94     88.27%     25.69%     22.54%     --         --
Class B - began 1/3/94     92.03%     25.90%     --         22.67%     --


Class C - began 5/1/98     93.96%     --         --         --         38.80%


Index                      21.26%     16.69%     13.39%     13.39%     4.00%

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


22
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements.

The fund's management strategy has a significant influence on fund performance.
Small-capitalization stocks as a group could fall out of favor with the market,
causing the fund to underperform investments that focus on medium- or
large-capitalization stocks. Similarly, value stocks could underperform growth
stocks. To the extent the fund invests in a given industry, its performance will
be hurt if that industry performs poorly. In addition, if the managers' security
selection strategies do not perform as expected, the fund could underperform its
peers or lose money.

Stocks of smaller companies are more volatile than stocks of larger companies.
Many smaller companies have short track records, narrow product lines or niche
markets, making them highly vulnerable to isolated business setbacks.

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

o     Certain derivatives could produce disproportionate losses.

o     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price; this risk could also affect
      small-capitalization stocks, especially those with low trading volumes.

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

o     Any bonds held by the fund could be downgraded in credit quality or go
      into default. In addition, bond prices generally fall when interest rates
      rise; this risk is greater for longer maturity bonds. Junk bond prices can
      fall on bad news about the issuer, an industry or the economy in general.

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

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.

--------------------------------------------------------------------------------
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                               0.70%        0.70%        0.70%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.54%        0.54%        0.54%
Total fund operating expenses                1.54%        2.24%        2.24%

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                         $649         $  962       $1,297       $2,243
Class B - with redemption       $727         $1,000       $1,400       $2,399
        - without redemption    $227         $  700       $1,200       $2,399
Class C - with redemption       $424         $  793       $1,288       $2,649
        - without redemption    $325         $  793       $1,288       $2,649

(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            SPVAX
CUSIP             409905700
Newspaper         SmCpVlA
SEC number        811-3999
JH fund number    37

Class B
----------------------------------------
Ticker            SPVBX
CUSIP             409905809
Newspaper         SmCpVlB
SEC number        811-3999
JH fund number    137

Class C
----------------------------------------
Ticker            SPVCX
CUSIP             409905882
Newspaper         SmCpVlC
SEC number        811-3999
JH fund number    537


                                                                              23
<PAGE>

Sovereign Investors Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term growth of capital and income without
assuming undue market risks. To pursue this goal, the fund normally invests at
least 80% of stocks in a diversified portfolio of companies with market
capitalizations within the range of the Standard & Poor's 500 Stock Index. On
March 31, 2000, that range was $316 million to $553 billion.

At least 65% of the fund's stock investments are "dividend performers" --
companies whose dividend payments have increased steadily for ten years. The
managers use fundamental financial analysis to identify individual companies
with high-quality income statements, substantial cash reserves and identifiable
catalysts for growth, which may be new products or benefits from industrywide
growth. The managers generally visit companies to evaluate the strength and
consistency of their management strategy. Finally, the managers look for stocks
that are reasonably priced relative to their earnings and industry.
Historically, companies that meet these criteria have tended to have large or
medium capitalizations.

The fund may not invest more than 5% of assets in any one security. The fund may
invest in bonds of any maturity, with up to 5% of assets in junk bonds rated as
low as C and their unrated equivalents.

The fund typically invests in U.S. companies but may invest in
dollar-denominated foreign securities. It may also make limited use of certain
derivatives (investments whose value is based on indices).

Under normal conditions, the fund may not invest more than 10% of assets in cash
or cash equivalents.

In abnormal market conditions, the fund may temporarily invest extensively 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 distributions.

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

PORTFOLIO MANAGERS

John F. Snyder, III
----------------------------------------
Executive vice president of adviser
Joined fund team in 1983
Joined adviser in 1991
Began business career in 1971

Barry H. Evans, CFA
----------------------------------------
Senior vice president of adviser
Joined fund team in 1996
Joined adviser in 1986
Began business career in 1986

Peter M. Schofield, CFA
----------------------------------------
Vice president of adviser
Joined fund team in 1996
Joined adviser in 1996
Began business career in 1984

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 a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. All
figures assume dividend reinvestment. Past performance does not indicate future
results.

--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999

 4.38%  30.48%    7.23%   5.71%  -1.85%  29.15%   17.57%  29.14%  15.62%   5.91%

2000 total return as of March 31: -6.02%
Best quarter: Q4 '98, 15.56% Worst quarter: Q3 '90, -9.03%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                            Life of    Life of
                          1 year      5 year     10 year    Class B    Class C
Class A                   0.60%       17.93%     13.23%     --         --
Class B - began 1/3/94    0.20%       18.06%     --         14.55%     --


Class C - began 5/1/98    3.15%       --         --         --         5.59%


Index                     21.03%      28.54%     18.19%     23.55%     19.84%

Index: Standard & Poor's 500 Stock Index, an unmanaged index of 500 stocks.


24
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
and bond market movements.

The fund's management strategy has a significant influence on fund performance.
Large- or medium-capitalization stocks as a group could fall out of favor with
the market, causing the fund to underperform funds that focus on small-
capitalization stocks. Medium-capitalization stocks tend to be more volatile
than stocks of larger companies. In addition, if the managers' securities
selection strategies do not perform as expected, the fund could under-perform
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     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price.

o     Foreign investments carry additional risks, including inadequate or
      inaccurate financial information and social or political instability.

o     Any bonds held by the fund could be downgraded in credit rating or go into
      default. Bond prices generally fall when interest rates rise and longer
      maturity will increase volatility. Junk bond prices can fall on bad news
      about the economy, an industry or a company.

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

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.

--------------------------------------------------------------------------------
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                               0.54%        0.54%        0.54%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.21%        0.21%        0.21%
Total fund operating expenses                1.05%        1.75%        1.75%

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                         $602         $817         $1,050       $1,718
Class B - with redemption       $678         $851         $1,149       $1,878
        - without redemption    $178         $551         $  949       $1,878
Class C - with redemption       $375         $646         $1,039       $2,142
        - without redemption    $276         $646         $1,039       $2,142

(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            SOVIX
CUSIP             47803P302
Newspaper         SvInvA
SEC number        811-0560
JH fund number    29

Class B
----------------------------------------
Ticker            SOVBX
CUSIP             47803P401
Newspaper         SvInvB
SEC number        811-0560
JH fund number    129

Class C
----------------------------------------
Ticker            SOVCX
CUSIP             47803P609
Newspaper         --
SEC number        811-0560
JH fund number    529


                                                                              25
<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 0.30% (0.25% for Large Cap Value
      and Small Cap Growth).

--------------------------------------------------------------------------------
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-by-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:

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

--------------------------------------------------------------------------------
Class C sales charges
--------------------------------------------------------------------------------
                           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.


26  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
--------------------------------------------------------------------------------
                                        CDSC on shares
Years after purchase                    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

--------------------------------------------------------------------------------
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 this 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  27
<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     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 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

3     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.

4     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.

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


28  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        o  Verify that your bank or
              wire."                              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        o  Verify that your bank or
              wire."                              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  29
<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)

[Clip Art]    o  Requests by letter to sell   o  To verify that the Internet
                 any amount.                     or telephone redemption
                                                 privilege is in place on an
              o  Requests by Internet or         account, or to request the
                 phone to sell up to             form to add it to an
                 $100,000.                       existing account, call
                                                 Signature Services.

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

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

By exchange

[Clip Art]    o  Accounts of any type.        o  Obtain a current prospectus
                                                 for the fund into which you
              o  Sales of any amount.            are exchanging by 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."


30  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 accounts (custodial
accounts for minors).                   o  On the letter, the 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 accounts.                   o  Corporate 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 John Hancock Funds
                                           trust certification form.

                                        o  Signature guarantee if applicable
                                           (see above).

Joint tenancy shareholders with         o  Letter of instruction signed by
rights of survivorship whose               surviving tenant.
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  31
<PAGE>

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

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

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

Execution of requests Each fund is open on those days when the New York Stock
Exchange is open, typically Monday through Friday. Buy and sell requests are
executed at the next NAV to be calculated after 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, 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
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, a fund may cancel the
exchange privileges of any parties who, 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 The funds no longer issue share certificates. Shares are
electronically recorded. Any existing certificated shares can only be sold by
returning the certificated shares to Signature Services, along with a letter of
instruction or a stock power and a signature guarantee.

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

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

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

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

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

o     in all other circumstances, every quarter

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

Dividends The funds generally distribute most or all of their net earnings in
the form of dividends. Any capital gains are distributed annually. Balanced and
Sovereign Investors funds typically pay income dividends quarterly. Core Value
typically pays income dividends annually. The other funds do not usually pay
income 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


32  YOUR ACCOUNT
<PAGE>

you. However, if the check is not deliverable, your dividends will be
reinvested.

Taxability of dividends 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. 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  33
<PAGE>

Fund details

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

The diagram below shows the basic business structure used by the John Hancock
equity funds. Each 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 of the Balanced, Core Growth, Core Value, Focused Relative Value,
Large Cap Value, Mid Cap Growth and Small Cap Growth funds have the power to
change these funds' respective investment goals without shareholder approval.


Management fees The management fees paid to the investment adviser by the John
Hancock equity funds last fiscal year are as follows:

--------------------------------------------------------------------------------
Fund                                      % of net assets
--------------------------------------------------------------------------------
Balanced                                  0.60%
Core Equity                               0.74%
Core Growth                               0.42%
Core Value                                0.16%
Large Cap Growth                          0.75%
Large Cap Value                           0.625%
Mid Cap Growth                            0.80%
Small Cap Growth                          0.75%
Small Cap Value                           0.70%
Sovereign Investors                       0.54%

[The following information was represented as a flow chart in the printed
material.]

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

  Distribution and
shareholder services

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

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

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

                            John Hancock Funds, Inc.

                    Markets the funds 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

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

                            Independence Investment
                                Associates, Inc.
                                 53 State Street
                                Boston, MA 02109

                               Provides portfolio
                             management to certain
                                     funds.
                      ------------------------------------

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

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

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

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

                           Investors Bank & Trust Co.
                        State Street Bank and Trust Co.

                       Hold the funds' assets, settle all
                      portfolio trades and collect most of
                         the valuation data required for
                          calculating each fund's NAV.
                      ------------------------------------

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

                         Oversee the funds' activities.
                      ------------------------------------


34  FUND DETAILS
<PAGE>

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

These tables detail the performance of each fund's share classes, including
total return information showing how much an investment in the fund has
increased or decreased each year.

Balanced Fund

Figures audited by Ernst & Young LLP.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                             12/95      12/96      12/97      12/98      12/99
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>        <C>        <C>       <C>
Per share operating performance
Net asset value, beginning of period                                $9.84     $11.75     $12.27     $13.33     $14.06
Net investment income (loss)(1)                                      0.44       0.41       0.37       0.36       0.35
Net realized and unrealized gain (loss) on investments               1.91       0.99       2.14       1.47       0.18
Total from investment operations                                     2.35       1.40       2.51       1.83       0.53
Less distributions:
  Dividends from net investment income                              (0.44)     (0.41)     (0.37)     (0.36)     (0.36)
  Distributions in excess of net investment income                     --         --         --         --      (0.00)(2)
  Distributions from net realized gain on investments sold             --      (0.47)     (1.08)     (0.74)     (0.18)
  Total distributions                                               (0.44)     (0.88)     (1.45)     (1.10)     (0.54)
Net asset value, end of period                                     $11.75     $12.27     $13.33     $14.06     $14.05
Total investment return at net asset value(3) (%)                   24.23      12.13      20.79      14.01       3.89
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                       69,811     71,242     84,264     97,072    130,690
Ratio of expenses to average net assets (%)                          1.27       1.29       1.22       1.21       1.22
Ratio of net investment income (loss) to average net assets (%)      3.99       3.33       2.77       2.61       2.47
Portfolio turnover rate (%)                                            45         80        115         83         94
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                             12/95      12/96      12/97      12/98      12/99
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>       <C>        <C>        <C>
Per share operating performance
Net asset value, beginning of period                                $9.84     $11.74     $12.27     $13.33     $14.06
Net investment income (loss)(1)                                      0.36       0.32       0.28       0.27       0.26
Net realized and unrealized gain (loss) on investments               1.90       1.01       2.14       1.46       0.17
Total from investment operations                                     2.26       1.33       2.42       1.73       0.43
Less distributions:
  Dividends from net investment income                              (0.36)     (0.33)     (0.28)     (0.26)     (0.26)
  Distributions in excess of net investment income                     --         --         --         --      (0.00)(2)
  Distributions from net realized gain on investments sold             --      (0.47)     (1.08)     (0.74)     (0.18)
  Total distributions                                               (0.36)     (0.80)     (1.36)     (1.00)     (0.44)
Net asset value, end of period                                     $11.74     $12.27     $13.33     $14.06     $14.05
Total investment return at net asset value(3) (%)                   23.30      11.46      19.96      13.23       3.16
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                       87,827     90,855    101,249    115,682    111,564
Ratio of expenses to average net assets (%)                          1.96       1.99       1.91       1.88       1.92
Ratio of net investment income (loss) to average net assets (%)      3.31       2.63       2.08       1.93       1.76
Portfolio turnover rate (%)                                            45         80        115         83         94
</TABLE>


                                                                FUND DETAILS  35
<PAGE>

Balanced Fund continued

--------------------------------------------------------------------------------
Class C - period ended:                                                12/99(4)
--------------------------------------------------------------------------------
Per share operating performance
Net asset value, beginning of period                                  $14.60
Net investment income (loss)(1)                                         0.19
Net realized and unrealized gain (loss) on investments                 (0.37)
Total from investment operations                                       (0.18)
Less distributions:
  Dividends from net investment income                                 (0.19)
  Distributions in excess of net investment income                     (0.00)(2)
  Distributions from net realized gain on investments sold             (0.18)
  Total distributions                                                  (0.37)
Net asset value, end of period                                        $14.05
Total investment return at net asset value(3) (%)                      (1.15)(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                             330
Ratio of expenses to average net assets (%)                             1.84(6)
Ratio of net investment income (loss) to average net assets (%)         1.88(6)
Portfolio turnover rate (%)                                               94

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

(2)   Less than $0.01 per share.

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

(4)   Class C shares began operations on May 1, 1999.

(5)   Not annualized.

(6)   Annualized.


36  FUND DETAILS
<PAGE>

Core Equity Fund

Figures audited by PricewaterhouseCoopers LLP.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                         5/95       5/96      12/96(1)      12/97         12/98      12/99
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>        <C>           <C>          <C>        <C>
Per share operating performance
Net asset value, beginning of period                          $12.68     $14.41     $17.98        $19.42        $23.93     $30.14
Net investment income (loss)(2)                                 0.32       0.20       0.13          0.10          0.05      (0.02)
Net realized and unrealized gain (loss) on investments          1.77       3.88       1.72          5.55          6.81       3.72
Total from investment operations                                2.09       4.08       1.85          5.65          6.86       3.70
Less distributions:
  Dividends from net investment income                         (0.28)     (0.22)     (0.14)        (0.04)           --         --
  Distributions from net realized gain on investments sold     (0.08)     (0.29)     (0.27)        (1.10)        (0.65)     (0.63)
  Total distributions                                          (0.36)     (0.51)     (0.41)        (1.14)        (0.65)     (0.63)
Net asset value, end of period                                $14.41     $17.98     $19.42        $23.93        $30.14     $33.21
Total investment return at net asset value(3) (%)              16.98      29.12      10.33(4)      29.19         28.84      12.37
Total adjusted investment return at net asset
value(3,5) (%)                                                 16.94      28.47      10.08(4)      29.17            --         --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                 101,418     14,878     31,013        92,204       200,962    393,792
Ratio of expenses to average net assets (%)                     0.70       0.94       1.30(6)       1.42          1.39       1.37(7)
Ratio of adjusted expenses to average net assets(8) (%)         0.74       1.59       1.73(6)       1.44            --         --
Ratio of net investment income (loss) to average
net assets (%)                                                  2.43       1.55       1.16(6)       0.45          0.17      (0.06)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                               2.39       0.90       0.73(6)       0.43            --         --
Portfolio turnover rate (%)                                       71        157         35            62            50         98
Fee reduction per share(2) ($)                                 0.005       0.08       0.05          0.00(9)         --         --
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                              5/96(10)     12/96(1)      12/97         12/98      12/99
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>           <C>          <C>           <C>        <C>
Per share operating performance
Net asset value, beginning of period                               $15.25        $17.96        $19.41        $23.80     $29.75
Net investment income (loss)(2)                                      0.09          0.05         (0.06)        (0.14)     (0.24)
Net realized and unrealized gain (loss) on investments               2.71          1.72          5.56          6.74       3.66
Total from investment operations                                     2.80          1.77          5.50          6.60       3.42
Less distributions:
  Dividends from net investment income                              (0.09)        (0.05)        (0.01)           --         --
  Distributions from net realized gain on investments sold             --         (0.27)        (1.10)        (0.65)     (0.63)
  Total distributions                                               (0.09)        (0.32)        (1.11)        (0.65)     (0.63)
Net asset value, end of period                                     $17.96        $19.41        $23.80        $29.75     $32.54
Total investment return at net asset value(3) (%)                   18.46(4)       9.83(4)      28.39         27.90      11.59
Total adjusted investment return at net asset value(3,5) (%)        17.59(4)       9.58(4)      28.37            --         --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                       15,125        42,461       134,939       347,045    664,104
Ratio of expenses to average net assets (%)                          2.00(6)       2.00(6)       2.12          2.09       2.07(7)
Ratio of adjusted expenses to average net assets(8) (%)              3.21(6)       2.43(6)       2.14            --         --
Ratio of net investment income (loss) to average net assets (%)      0.78(6)       0.45(6)      (0.25)        (0.53)     (0.77)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                                   (0.43)(6)      0.02(6)      (0.27)           --         --
Portfolio turnover rate (%)                                           157            35            62            50         98
Fee reduction per share(2) ($)                                       0.13          0.05          0.00(9)         --         --
</TABLE>


                                                                FUND DETAILS  37
<PAGE>

Core Equity Fund continued

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Class C -  period ended:                                           12/98(10)    12/99
----------------------------------------------------------------------------------------
<S>                                                               <C>          <C>
Per share operating performance
Net asset value, beginning of period                              $27.81       $29.75
Net investment income (loss)(2)                                    (0.09)       (0.25)
Net realized and unrealized gain (loss) on investments              2.68         3.67
Total from investment operations                                    2.59         3.42
Less distributions:
  Distributions from net realized gain on investments sold         (0.65)       (0.63)
Net asset value, end of period                                    $29.75       $32.54
Total investment return at net asset value(3) (%)                   9.46(4)     11.59
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                       6,901       29,859
Ratio of expenses to average net assets (%)                         2.12(6)      2.08(7)
Ratio of net investment income (loss) to average net assets (%)    (0.53)(6)    (0.80)
Portfolio turnover rate (%)                                           50           98
</TABLE>

(1)   Effective December 31, 1996, the fiscal year end changed from May 31 to
      December 31.

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

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

(4)   Not annualized.

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

(6)   Annualized.

(7)   Expense ratios do not include interest expense due to bank loans, which
      amounted to less than 0.01%.

(8)   Unreimbursed, without fee reduction.

(9)   Less than $0.01 per share.

(10)  Class B shares began operations on September 7, 1995. Class C shares began
      operations on May 1, 1998.


38  FUND DETAILS
<PAGE>

Core Growth Fund

Figures audited by Deloitte & Touche LLP.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Class A - period ended:                                                               2/00(1)
----------------------------------------------------------------------------------------------
<S>                                                                                 <C>
Per share operating performance
Net asset value, beginning of period                                                $18.14
Net investment income (loss)(2)                                                      (0.05)
Net realized and unrealized gain (loss) on investments                                1.73
Total from investment operations                                                      1.68
Less distributions:
  Distributions from net realized gain on investments sold                           (0.02)
Net asset value, end of period                                                      $19.80
Total investment return at net asset value(3) (%)                                     9.25(4)
Total adjusted investment return at net asset value(3,5) (%)                          9.00(4)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                        20,821
Ratio of expenses to average net assets (%)                                           1.25(6)
Ratio of adjusted expenses to average net assets(7,8) (%)                             1.63(6)
Ratio of net investment income (loss) to average net assets (%)                      (0.39)(6)
Ratio of adjusted net investment income (loss) to average net assets(7,8) (%)        (0.77)(6)
Portfolio turnover rate (%)                                                             72
Fee reduction per share(2) ($)                                                        0.05
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Class B - period ended:                                                               2/00(1)
----------------------------------------------------------------------------------------------
Per share operating performance
<S>                                                                                 <C>
Net asset value, beginning of period                                                $18.14
Net investment income (loss)(2)                                                      (0.13)
Net realized and unrealized gain (loss) on investments                                1.74
Total from investment operations                                                      1.61
Less distributions:
  Distributions from net realized gain on investments sold                           (0.02)
Net asset value, end of period                                                      $19.73
Total investment return at net asset value(3) (%)                                     8.86(4)
Total adjusted investment return at net asset value(3,5) (%)                          8.61(4)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                        22,728
Ratio of expenses to average net assets (%)                                           1.95(6)
Ratio of adjusted expenses to average net assets(7,8) (%)                             2.33(6)
Ratio of net investment income (loss) to average net assets (%)                      (1.09)(6)
Ratio of adjusted net investment income (loss) to average net assets(7,8) (%)        (1.47)(6)
Portfolio turnover rate (%)                                                             72
Fee reduction per share(2) ($)                                                        0.05
</TABLE>


                                                                FUND DETAILS  39
<PAGE>

Core Growth Fund continued

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Class C - period ended:                                                            2/00(1)
-------------------------------------------------------------------------------------------
<S>                                                                              <C>
Per share operating performance
Net asset value, beginning of period                                             $18.14
Net investment income (loss)(2)                                                   (0.13)
Net realized and unrealized gain (loss) on investments                             1.74
Total from investment operations                                                   1.61
Less distributions:
  Distributions from net realized gain on investments sold                        (0.02)
Net asset value, end of period                                                   $19.73
Total investment return at net asset value(3) (%)                                  8.86(4)
Total adjusted investment return at net asset value(3,5) (%)                       8.61(4)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                        915
Ratio of expenses to average net assets (%)                                        1.95(6)
Ratio of adjusted expenses to average net assets(7,8) (%)                          2.33(6)
Ratio of net investment income (loss) to average net assets (%)                   (1.09)(6)
Ratio of adjusted net investment income (loss) to average net assets(7,8) (%)     (1.47)(6)
Portfolio turnover rate (%)                                                          72
Fee reduction per share(2) ($)                                                     0.05
</TABLE>

(1)   Began operations on July 1, 1999.

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

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

(4)   Not annualized.

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

(6)   Annualized.

(7)   Unreimbursed, without fee reduction.

(8)   Adjusted expenses as a percentage of average net assets are expected to
      decrease and adjusted net income as a percentage of average net assets is
      expected to increase as the net assets of the fund grow.


40  FUND DETAILS
<PAGE>

Core Value Fund

Figures audited by Deloitte & Touche LLP.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A(1) - period ended:                                                       2/96(2)      2/97      2/98      2/99      2/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>          <C>       <C>       <C>       <C>
Per share operating performance
Net asset value, beginning of period                                            $8.50        $9.47    $10.88    $13.93    $12.36
Net investment income (loss)(3)                                                  0.10         0.23      0.21      0.15      0.13
Net realized and unrealized gain (loss) on investments                           0.96         1.77      3.33      1.23     (1.01)
Total from investment operations                                                 1.06         2.00      3.54      1.38     (0.88)
Less distributions:
  Dividends from net investment income                                          (0.09)       (0.19)    (0.13)    (0.18)    (0.08)
  Distributions from net realized gain on investments sold                         --        (0.40)    (0.36)    (2.77)    (0.70)
  Total distributions                                                           (0.09)       (0.59)    (0.49)    (2.95)    (0.78)
Net asset value, end of period                                                  $9.47       $10.88    $13.93    $12.36    $10.70
Total investment return at net asset value(4) (%)                               12.52(5)     21.36     32.97      9.87     (8.08)
Total adjusted investment return at net asset value(4,6) (%)                    (1.18)(5)    15.92     32.02      8.94     (8.94)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                      682        1,323     7,747     6,685    11,508
Ratio of expenses to average net assets (%)                                      0.95(7)      0.95      0.95      0.95      0.95
Ratio of adjusted expenses to average net assets(8,9) (%)                       34.06(7)      6.39      1.90      1.88      1.89
Ratio of net investment income (loss) to average net assets (%)                  2.81(7)      2.26      1.60      1.03      1.09
Ratio of adjusted net investment income (loss) to average net assets(8,9) (%)  (30.30)(7)    (3.18)     0.65      0.10      0.15
Portfolio turnover rate (%)                                                        12           66       119        61        76
Fee reduction per share(3) ($)                                                   1.22         0.55      0.12      0.13      0.09
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Class B - period ended:                                                            2/00(2)
-------------------------------------------------------------------------------------------
<S>                                                                              <C>
Per share operating performance
Net asset value, beginning of period                                             $13.35
Net investment income (loss)(3)                                                    0.02
Net realized and unrealized gain (loss) on investments                            (2.56)
Total from investment operations                                                  (2.54)
Less distributions:
   Dividends from net investment income                                           (0.02)
   Distributions from net realized gain on investments sold                       (0.10)
   Total distributions                                                            (0.12)
Net asset value, end of period                                                   $10.69
Total investment return at net asset value(4) (%)                                (19.19)(5)
Total adjusted investment return at net asset value(4,6) (%)                     (19.61)(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                      7,539
Ratio of expenses to average net assets (%)                                        1.95(7)
Ratio of adjusted expenses to average net assets(8,9) (%)                          2.59(7)
Ratio of net investment income (loss) to average net assets (%)                    0.19(7)
Ratio of adjusted net investment income (loss) to average net assets(8,9) (%)      0.45(7)
Portfolio turnover rate (%)                                                          76
Fee reduction per share(3) ($)                                                     0.07
</TABLE>


                                                                FUND DETAILS  41
<PAGE>

Core Value Fund continued

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Class C - period ended:                                                            2/00(2)
------------------------------------------------------------------------------------------
<S>                                                                              <C>
Per share operating performance
Net asset value, beginning of period                                             $13.35
Net investment income (loss)(3)                                                    0.02
Net realized and unrealized gain (loss) on investments                            (2.56)
Total from investment operations                                                  (2.54)
Less distributions:
  Dividends from net investment income                                            (0.02)
  Distributions from net realized gain on investments sold                        (0.10)
  Total distributions                                                             (0.12)
Net asset value, end of period                                                   $10.69
Total investment return at net asset value(4) (%)                                (19.19)(5)
Total adjusted investment return at net asset value(4,6) (%)                     (19.61)(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                        258
Ratio of expenses to average net assets (%)                                        1.95(7)
Ratio of adjusted expenses to average net assets(8,9) (%)                          2.59(7)
Ratio of net investment income (loss) to average net assets (%)                    0.21(7)
Ratio of adjusted net investment income (loss) to average net assets(8,9) (%)     (0.43)(7)
Portfolio turnover rate (%)                                                          76
Fee reduction per share(3) ($)                                                     0.07
</TABLE>

(1)   Effective July 1, 1999, existing shares of the fund were designated Class
      A shares. The fund, which had previously only been sold to institutional
      investors, also became available for sale to individual investors.

(2)   Class A shares began operations on October 2, 1995. Class B and Class C
      shares began operations on July 1, 1999.

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

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

(5)   Not annualized.

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

(7)   Annualized.

(8)   Unreimbursed, without fee reduction.

(9)   Adjusted expenses as a percentage of average net assets are expected to
      decrease and adjusted net income as a percentage of average net assets is
      expected to increase as the net assets of the fund grow.


42  FUND DETAILS
<PAGE>

Large Cap Growth Fund

Figures audited by Ernst & Young LLP.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                          12/94         12/95         10/96(1)      10/97         10/98         10/99
--------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>           <C>           <C>           <C>           <C>
Per share operating performance
Net asset value, beginning of period            $17.40        $15.89        $19.51        $23.28        $24.37        $22.27
Net investment income (loss)                     (0.10)        (0.09)(2)     (0.13)(2)     (0.12)(2)     (0.11)(2)     (0.17)(2)
Net realized and unrealized gain (loss) on
investments                                      (1.21)         4.40          3.90          3.49          2.17          5.65
Total from investment operations                 (1.31)         4.31          3.77          3.37          2.06          5.48
Less distributions:
  Distributions from net realized gain on
  investments sold                               (0.20)        (0.69)           --         (2.28)        (4.16)        (2.71)
Net asset value, end of period                  $15.89        $19.51        $23.28        $24.37        $22.27        $25.04
Total investment return at net asset
value(3) (%)                                     (7.50)        27.17         19.32(4)      16.05          9.80         27.58
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)   146,466       241,700       279,425       303,067       381,591       484,196
Ratio of expenses to average net assets (%)       1.65          1.48          1.48(5)       1.44          1.40          1.35(6)
Ratio of net investment income (loss) to
average net assets (%)                           (0.64)        (0.46)        (0.73)(5)     (0.51)        (0.50)        (0.70)
Portfolio turnover rate (%)                         52            68(7)         59           133           153(7)        183
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                          12/94(8)      12/95         10/96(1)      10/97         10/98         10/99
--------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>           <C>           <C>          <C>           <C>
Per share operating performance
Net asset value, beginning of period            $17.16        $15.83        $19.25        $22.83        $23.70        $21.38
Net investment income (loss)(2)                  (0.20)        (0.26)        (0.26)        (0.27)        (0.25)        (0.31)
Net realized and unrealized gain (loss) on
investments                                      (0.93)         4.37          3.84          3.42          2.09          5.38
Total from investment operations                 (1.13)         4.11          3.58          3.15          1.84          5.07
Less distributions:
  Distributions from net realized gain on
  investments sold                               (0.20)        (0.69)           --         (2.28)        (4.16)        (2.71)
Net asset value, end of period                  $15.83        $19.25        $22.83        $23.70        $21.38        $23.74
Total investment return at net asset
value(3) (%)                                     (6.56)(4)     26.01         18.60(4)      15.33          9.04         26.70
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)     3,807        15,913        25,474        36,430       217,448       312,046
Ratio of expenses to average net assets (%)       2.38(5)       2.31          2.18(5)       2.13          2.08          2.02(6)
Ratio of net investment income (loss) to
average net assets (%)                           (1.25)(5)     (1.39)        (1.42)(5)     (1.20)        (1.16)        (1.37)
Portfolio turnover rate (%)                         52            68(7)         59           133           153(7)        183
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Class C -  period ended:                                           10/98(8)     10/99
---------------------------------------------------------------------------------------
<S>                                                               <C>          <C>
Per share operating performance
Net asset value, beginning of period                              $21.43       $21.37
Net investment income (loss)(2)                                    (0.10)       (0.31)
Net realized and unrealized gain (loss) on investments              0.04         5.38
Total from investment operations                                   (0.06)        5.07
Less distributions:
  Distributions from net realized gain on investments sold            --        (2.71)
Net asset value, end of period                                    $21.37       $23.73
Total investment return at net asset value(3) (%)                  (0.28)(4)    26.72
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                         152        1,457
Ratio of expenses to average net assets (%)                         2.10(5)      2.05(6)
Ratio of net investment income (loss) to average net assets (%)    (1.14)(5)    (1.36)
Portfolio turnover rate (%)                                          153(7)       183
</TABLE>

(1)   Effective October 31, 1996, the fiscal year end changed from December 31
      to October 31.

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

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

(4)   Not annualized.

(5)   Annualized.

(6)   Expense ratios do not include interest expense due to bank loans, which
      amounted to less than 0.01%.

(7)   Excludes merger activity.

(8)   Class B and Class C shares began operations on January 3, 1994 and June 1,
      1998, respectively.


                                                                FUND DETAILS  43
<PAGE>

Large Cap Value Fund

Figures audited by Ernst & Young LLP.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                    8/95(1)    8/96      12/96(2)      12/97         12/98         12/99
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>        <C>        <C>           <C>           <C>           <C>
Per share operating performance
Net asset value, beginning of period                     $11.42     $13.38     $15.07        $15.62        $19.32        $21.26
Net investment income (loss)(4)                            0.21       0.19       0.05          0.12          0.16          0.09(3)
Net realized and unrealized gain (loss) on
investments, financial futures contracts and foreign
currency transactions                                      1.95       1.84       2.15          5.57          2.85          7.80
Total from investment operations                           2.16       2.03       2.20          5.69          3.01          7.89
Less distributions:
  Distributions from net investment income                (0.20)     (0.19)     (0.08)        (0.07)        (0.14)           --
  Distributions from net realized gain on investments
  sold                                                       --      (0.15)     (1.57)        (1.92)        (0.93)        (2.13)
  Total distributions                                     (0.20)     (0.34)     (1.65)        (1.99)        (1.07)        (2.13)
Net asset value, end of period                           $13.38     $15.07     $15.62        $19.32        $21.26        $27.02
Total investment return at net asset value(5) (%)         19.22      15.33      14.53(6)      36.71         15.94         37.89
Total adjusted investment return at net asset
value(5,11) (%)                                              --         --         --            --         15.92            --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)            130,183    139,548    163,154       303,313       421,218       604,214
Ratio of expenses to average net assets (%)                1.30       1.17       1.22(7)       1.12          1.16(8)       1.17
Ratio of net investment income (loss) to average net
assets (%)                                                 1.82       1.28       0.85(7)       0.65          0.79(8)       0.40
Portfolio turnover rate (%)                                  99         74         26           102(9)         64           113
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                    8/95(1)    8/96      12/96(2)      12/97         12/98         12/99
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>        <C>        <C>           <C>           <C>           <C>
Per share operating performance
Net asset value, beginning of period                     $11.44     $13.41     $15.10        $15.66        $19.31        $21.20
Net investment income (loss)(4)                            0.13       0.08       0.01         (0.02)         0.01         (0.07)
Net realized and unrealized gain (loss) on
investments, financial futures contracts and foreign
currency transactions                                      1.96       1.85       2.14          5.60          2.84          7.75
Total from investment operations                           2.09       1.93       2.15          5.58          2.85          7.68
Less distributions:
  Distributions from net investment income                (0.12)     (0.09)     (0.02)        (0.01)        (0.03)           --
  Distributions from net realized gain on investments
  sold                                                       --      (0.15)     (1.57)        (1.92)        (0.93)        (2.09)
  Total distributions                                     (0.12)     (0.24)     (1.59)        (1.93)        (0.96)        (2.09)
Net asset value, end of period                           $13.41     $15.10     $15.66        $19.31        $21.20        $26.79
Total investment return at net asset value(5) (%)         18.41      14.49      14.15(6)      35.80         15.05         36.95
Total adjusted investment return at net asset
value(5,11) (%)                                              --         --         --            --         15.03            --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)            114,723    125,781    146,399       340,334       547,945       768,322
Ratio of expenses to average net assets (%)                2.03       1.90       1.98(7)       1.87          1.91(8)       1.88
Ratio of net investment income (loss) to average net
assets (%)                                                 1.09       0.55       0.10(7)      (0.10)         0.05(8)      (0.31)
Portfolio turnover rate (%)                                  99         74         26           102(9)         64           113
</TABLE>


44  FUND DETAILS
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Class C - period ended:                                                      12/98(10)      12/99
--------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>
Per share operating performance
Net asset value, beginning of period                                        $22.03         $21.20
Net investment income (loss)(4)                                               0.03          (0.09)
Net realized and unrealized gain (loss) on investments, financial futures
contracts and foreign currency transactions                                   0.09           7.77
Total from investment operations                                              0.12           7.68
Less distributions:
  Distributions from net investment income                                   (0.02)            --
  Distributions from net realized gain on investments sold                   (0.93)         (2.09)
  Total distributions                                                        (0.95)         (2.09)
Net asset value, end of period                                              $21.20         $26.79
Total investment return at net asset value(5) (%)                             0.83(6)       36.94
Total adjusted investment return at net asset value(5,11) (%)                 0.82(6)          --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                 4,711         12,674
Ratio of expenses to average net assets (%)                                   1.92(7,8)      1.92
Ratio of net investment income (loss) to average net assets (%)               0.28(7,8)     (0.40)
Portfolio turnover rate (%)                                                     64            113
</TABLE>

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

(2)   Effective December 31, 1996, the fiscal year end changed from August 31 to
      December 31.

(3)   Class A has net investment income, because of its relatively lower class
      expenses as compared to other share classes.

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

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

(6)   Not annualized.

(7)   Annualized.

(8)   Reflects voluntary management fee reduction in effect during the year
      ended December 31, 1998. As a result of such fee reductions, expenses of
      Class A, Class B and Class C shares of the fund reflect reductions of less
      than $0.01 per share. Absent such reductions, the ratio of expenses to
      average net assets would have been 1.18%, 1.93% and 1.94% for Class A,
      Class B and Class C shares, respectively, and the ratio of net investment
      income to average net assets would have been 0.77%, 0.03% and 0.26% for
      Class A, Class B and Class C shares, respectively.

(9)   Portfolio turnover rate excludes merger activity.

(10)  Class C shares began operations on May 1, 1998.

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


                                                                FUND DETAILS  45
<PAGE>

Mid Cap Growth Fund

Figures audited by PricewaterhouseCoopers LLP.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                             10/95      10/96      10/97      10/98      10/99
----------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>        <C>        <C>        <C>        <C>
Per share operating performance
Net asset value, beginning of period                                $7.93      $9.32     $10.92     $11.40      $9.11
Net investment income (loss)(1)                                     (0.07)     (0.11)     (0.06)     (0.09)     (0.12)
Net realized and unrealized gain (loss) on investments               1.46       3.34       1.00      (0.89)      3.86
Total from investment operations                                     1.39       3.23       0.94      (0.98)      3.74
Less distributions:
  Distributions from net realized gain on investments sold             --      (1.63)     (0.46)     (1.31)        --
Net asset value, end of period                                      $9.32     $10.92     $11.40      $9.11     $12.85
Total investment return at net asset value(2) (%)                   17.53      36.15       8.79      (9.40)     41.05
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      101,562    156,578    141,997    101,138    112,082
Ratio of expenses to average net assets (%)                          1.59       1.59       1.59       1.59       1.60
Ratio of net investment income (loss) to average net assets (%)     (0.87)     (1.00)     (0.57)     (0.86)     (1.14)
Portfolio turnover rate (%)                                           155        240        317        168        153
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                             10/95      10/96      10/97      10/98      10/99
----------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>        <C>        <C>        <C>        <C>
Per share operating performance
Net asset value, beginning of period                                $7.87      $9.19     $10.67     $11.03      $8.72
Net investment income (loss)(1)                                     (0.13)     (0.18)     (0.13)     (0.15)     (0.18)
Net realized and unrealized gain (loss) on investments               1.45       3.29       0.95      (0.85)      3.68
Total from investment operations                                     1.32       3.11       0.82      (1.00)      3.50
Less distributions:
  Distributions from net realized gain on investments sold             --      (1.63)     (0.46)     (1.31)        --
Net asset value, end of period                                      $9.19     $10.67     $11.03      $8.72     $12.22
Total investment return at net asset value(2) (%)                   16.77      35.34       7.84      (9.97)     40.14
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      137,363    238,901    204,812    134,188    145,816
Ratio of expenses to average net assets (%)                          2.30       2.29       2.28       2.27       2.23
Ratio of net investment income (loss) to average net assets (%)     (1.55)     (1.70)     (1.25)     (1.54)     (1.77)
Portfolio turnover rate (%)                                           155        240        317        168        153
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Class C - period ended:                                             10/98(3)      10/99
----------------------------------------------------------------------------------------
<S>                                                                <C>           <C>
Per share operating performance
Net asset value, beginning of period                                $9.99         $8.72
Net investment income (loss)(1)                                     (0.06)        (0.19)
Net realized and unrealized gain (loss) on investments              (1.21)         3.68
Total from investment operations                                    (1.27)         3.49
Net asset value, end of period                                      $8.72        $12.21
Total investment return at net asset value(2) (%)                  (12.71)(4)     40.02
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                          100           276
Ratio of expenses to average net assets (%)                          2.29(5)       2.30
Ratio of net investment income (loss) to average net assets (%)     (1.66)(5)     (1.82)
Portfolio turnover rate (%)                                           168           153
</TABLE>

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

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

(3)   Class C shares began operations on June 1, 1998.

(4)   Not annualized.

(5)   Annualized.


46  FUND DETAILS
<PAGE>

Small Cap Growth Fund

Figures audited by Ernst & Young LLP.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Class A(1) - period ended:                                          10/95(2)   10/96      10/97         10/98         10/99
------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>        <C>        <C>           <C>           <C>
Per share operating performance
Net asset value, beginning of period                                $6.71      $9.02     $10.22        $12.35         $8.41
Net investment income (loss)(3)                                     (0.07)     (0.09)     (0.07)        (0.08)        (0.12)
Net realized and unrealized gain (loss) on investments               2.38       1.29       2.41         (1.34)         4.59
Total from investment operations                                     2.31       1.20       2.34         (1.42)         4.47
Less distributions:
  Distributions from net realized gain on investments sold             --         --      (0.21)        (2.52)        (0.23)
Net asset value, end of period                                      $9.02     $10.22     $12.35         $8.41        $12.65
Total investment return at net asset value(4) (%)                   34.56      13.27      23.35        (14.14)        54.41
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      179,481    218,497    209,384       179,700       266,886
Ratio of expenses to average net assets (%)                          1.38       1.32       1.29(5)       1.36(5)       1.34(5)
Ratio of net investment income (loss) to average net assets (%)     (0.83)     (0.86)     (0.57)        (1.02)        (1.17)
Portfolio turnover rate (%)                                            23         44         96           103          1.04
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Class B(1) - period ended:                                          10/95(2)   10/96      10/97         10/98         10/99
------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>        <C>        <C>           <C>           <C>
Per share operating performance
Net asset value, beginning of period                                $6.51      $8.70      $9.78        $11.72         $7.81
Net investment income (loss)(3)                                     (0.11)     (0.15)     (0.14)        (0.15)        (0.18)
Net realized and unrealized gain (loss) on investments               2.30       1.23       2.29         (1.24)         4.24
Total from investment operations                                     2.19       1.08       2.15         (1.39)         4.06
Less distributions:
  Distributions from net realized gain on investments sold             --         --      (0.21)        (2.52)        (0.23)
Net asset value, end of period                                      $8.70      $9.78     $11.72         $7.81        $11.64
Total investment return at net asset value(4) (%)                   33.60      12.48      22.44        (14.80)        53.31
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      393,478    451,268    472,594       361,992       478,468
Ratio of expenses to average net assets (%)                          2.11       2.05       2.02(5)       2.07(5)       2.03(5)
Ratio of net investment income (loss) to average net assets (%)     (1.55)     (1.59)     (1.30)        (1.73)        (1.87)
Portfolio turnover rate (%)                                            23         44         96           103           104
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Class C - period ended:                                               10/98(6)          10/99
------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>
Per share operating performance
Net asset value, beginning of period                                  $8.96             $7.81
Net investment income (loss)(3)                                       (0.03)            (0.19)
Net realized and unrealized gain (loss) on investments                (1.12)             4.23
Total from investment operations                                      (1.15)             4.04
Less distributions:
  Distributions from net realized gain on investments sold               --             (0.23)
Net asset value, end of period                                        $7.81            $11.62
Total investment return at net asset value(4) (%)                    (12.83)(7)         53.05
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                            468             3,866
Ratio of expenses to average net assets (%)                            2.11(5,8)         2.09(5)
Ratio of net investment income (loss) to average net assets (%)       (1.86)(8)         (1.94)
Portfolio turnover rate (%)                                             103               104
</TABLE>

(1)   All per share amounts and net asset values have been restated to reflect
      the four-for-one stock split effective May 1, 1998.

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

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

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

(5)   Expense ratios do not include interest expense due to bank loans, which
      amounted to less than $0.01 per share.

(6)   Class C shares began operations on June 1, 1998.

(7)   Not annualized.

(8)   Annualized.


                                                                FUND DETAILS  47
<PAGE>

Small Cap Value Fund

Figures audited by Ernst & Young LLP.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                          12/94(1)      12/95      12/96      12/97      10/98(2)      10/99
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>        <C>        <C>        <C>           <C>
Per share operating performance
Net asset value, beginning of period                             $8.50         $8.99     $10.39     $10.32     $12.27        $10.82
Net investment income (loss)(3)                                   0.18          0.21       0.14       0.06       0.02         (0.09)
Net realized and unrealized gain (loss) on investments            0.48          1.60       1.17       2.52      (1.47)         6.67
Total from investment operations                                  0.66          1.81       1.31       2.58      (1.45)         6.58
Less distributions:
  Dividends from net investment income                           (0.17)        (0.20)     (0.14)     (0.03)        --            --
  Distributions from net realized gain on investments sold          --         (0.21)     (1.24)     (0.60)        --         (0.13)
  Total distributions                                            (0.17)        (0.41)     (1.38)     (0.63)        --         (0.13)
Net asset value, end of period                                   $8.99        $10.39     $10.32     $12.27     $10.82        $17.27
Total investment return at net asset value(4) (%)                 7.81(5)      20.26      12.91      25.25     (11.82)(5)     61.39
Total adjusted investment return at net asset value(4,6) (%)      7.30(5)      19.39      12.20      24.65     (12.33)(5)     61.24
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                     4,420        12,845     15,853     20,961     22,528        51,746
Ratio of expenses to average net assets (%)                       0.99(7)       0.98       0.99       0.99       1.01(7)       1.39
Ratio of adjusted expenses to average net assets(8) (%)           4.98(7)       1.85       1.70       1.59       1.62(7)       1.54
Ratio of net investment income (loss) to average net
assets (%)                                                        2.10(7)       2.04       1.31       0.47       0.25(7)      (0.67)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                                (1.89)(7)      1.17       0.60      (0.13)     (0.36)(7)     (0.82)
Portfolio turnover rate (%)                                        0.3             9         72        140         69           140
Fee reduction per share(3) ($)                                    0.34          0.09       0.08       0.07       0.06          0.02
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                          12/94(1)      12/95      12/96      12/97      10/98(2)      10/99
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>        <C>        <C>        <C>           <C>
Per share operating performance
Net asset value, beginning of period                             $8.50         $9.00     $10.38     $10.31     $12.21        $10.71
Net investment income (loss)(3)                                   0.13          0.12       0.07      (0.03)     (0.04)        (0.18)
Net realized and unrealized gain (loss) on investments            0.48          1.59       1.17       2.53      (1.46)         6.58
Total from investment operations                                  0.61          1.71       1.24       2.50      (1.50)         6.40
Less distributions:
  Dividends from net investment income                           (0.11)        (0.12)     (0.07)        --         --            --
  Distributions from net realized gain on investments sold          --         (0.21)     (1.24)     (0.60)        --         (0.13)
  Total distributions                                            (0.11)        (0.33)     (1.31)     (0.60)        --         (0.13)
Net asset value, end of period                                   $9.00        $10.38     $10.31     $12.21     $10.71        $16.98
Total investment return at net asset value(4) (%)                 7.15(5)      19.11      12.14      24.41     (12.29)(5)     60.33
Total adjusted investment return at net asset value(4,6) (%)      6.64(5)      18.24      11.43      23.81     (12.80)(5)     60.18
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                     3,296        16,994     22,097     35,033     30,637        75,103
Ratio of expenses to average net assets (%)                       1.72(7)       1.73       1.69       1.69       1.71(7)       2.06
Ratio of adjusted expenses to average net assets(8) (%)           5.71(7)       2.60       2.40       2.29       2.32(7)       2.21
Ratio of net investment income (loss) to average net
assets (%)                                                        1.53(7)       1.21       0.62      (0.24)     (0.45)(7)     (1.34)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                                (2.46)(7)      0.34      (0.09)     (0.84)     (1.06)(7)     (1.49)
Portfolio turnover rate (%)                                        0.3             9         72        140         69           140
Fee reduction per share(3) ($)                                    0.34          0.09       0.08       0.07       0.06          0.02
</TABLE>


48  FUND DETAILS
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Class C - period ended:                                                           10/98(1)        10/99
--------------------------------------------------------------------------------------------------------
<S>                                                                              <C>             <C>
Per share operating performance
Net asset value, beginning of period                                             $13.39          $10.71
Net investment income (loss)(3)                                                   (0.03)          (0.19)
Net realized and unrealized gain (loss) on investments                            (2.65)           6.58
Total from investment operations                                                  (2.68)           6.39
Less distributions:
  Distributions from net realized gain on investments sold                           --           (0.13)
Net asset value, end of period                                                   $10.71          $16.97
Total investment return at net asset value(4) (%)                                (20.01)(5)       60.24
Total adjusted investment return at net asset value(4,6) (%)                     (20.32)(5)       60.09
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                       $422          $3,774
Ratio of expenses to average net assets (%)                                        1.71(7)         2.09
Ratio of adjusted expenses to average net assets(8) (%)                            2.32(7)         2.29
Ratio of net investment income (loss) to average net assets (%)                   (0.54)(7)       (1.43)
Ratio of adjusted net investment income (loss) to average net assets(8) (%)       (1.15)(7)       (1.58)
Portfolio turnover rate (%)                                                          69             140
Fee reduction per share(3) ($)                                                     0.04            0.02
</TABLE>

(1)   Class A and Class B shares began operations on January 3, 1994. Class C
      shares began operations on May 1, 1998.

(2)   Effective October 31, 1998, the fiscal year end changed from December 31
      to October 31.

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

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

(5)   Not annualized.

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

(7)   Annualized.

(8)   Unreimbursed, without fee reduction.


                                                                FUND DETAILS  49
<PAGE>

Sovereign Investors Fund

Figures audited by Ernst & Young LLP.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                      12/95        12/96           12/97           12/98           12/99
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>          <C>             <C>             <C>             <C>
Per share operating performance
Net asset value, beginning of period                        $14.24       $17.87          $19.48          $22.41          $24.23
Net investment income (loss)                                  0.40         0.36(1)         0.32(1)         0.31(1)         0.30(1)
Net realized and unrealized gain (loss) on investments        3.71         2.77            5.31            3.11            1.11
Total from investment operations                              4.11         3.13            5.63            3.42            1.41
Less distributions:
  Dividends from net investment income                       (0.40)       (0.36)          (0.32)          (0.31)          (0.35)
  Distributions from net realized gain on investments
  sold                                                       (0.08)       (1.16)          (2.38)          (1.29)          (0.78)
  Total distributions                                        (0.48)       (1.52)          (2.70)          (1.60)          (1.13)
Net asset value, end of period                              $17.87       $19.48          $22.41          $24.23          $24.51
Total investment return at net asset value(2) (%)            29.15        17.57           29.14           15.62            5.91
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)             1,280,321    1,429,523       1,748,490       1,884,460       1,787,615
Ratio of expenses to average net assets (%)                   1.14         1.13            1.06            1.03            1.05
Ratio of net investment income (loss) to average net
assets (%)                                                    2.45         1.86            1.44            1.33            1.21
Portfolio turnover rate (%)                                     46           59              62              51              64
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                      12/95        12/96           12/97           12/98           12/99
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>             <C>             <C>             <C>
Per share operating performance
Net asset value, beginning of period                        $14.24       $17.86          $19.46          $22.38          $24.20
Net investment income (loss)(1)                               0.27         0.21            0.16            0.14            0.13
Net realized and unrealized gain (loss) on investments        3.71         2.77            5.29            3.11            1.11
Total from investment operations                              3.98         2.98            5.45            3.25            1.24
Less distributions:
  Dividends from net investment income                       (0.28)       (0.22)          (0.15)          (0.14)          (0.18)
  Distributions from net realized gain on investments
  sold                                                       (0.08)       (1.16)          (2.38)          (1.29)          (0.78)
  Total distributions                                        (0.36)       (1.38)          (2.53)          (1.43)          (0.96)
Net asset value, end of period                              $17.86       $19.46          $22.38          $24.20          $24.48
Total investment return at net asset value(2) (%)            28.16        16.67           28.14           14.79            5.20
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)               257,781      406,523         610,976         790,277         819,537
Ratio of expenses to average net assets (%)                   1.90         1.91            1.83            1.79            1.73
Ratio of net investment income (loss) to average net
assets (%)                                                    1.65         1.10            0.67            0.58            0.54
Portfolio turnover rate (%)                                     46           59              62              51              64
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
Class C - period ended:                                       12/98(3)     12/99
---------------------------------------------------------------------------------
<S>                                                          <C>          <C>
Per share operating performance
Net asset value, beginning of period                         $24.43       $24.22
Net investment income (loss)(1)                                0.13         0.13
Net realized and unrealized gain (loss) on investments         1.07         1.10
Total from investment operations                               1.20         1.23
Less distributions:
  Distributions from net investment income                    (0.12)       (0.17)
  Distributions from net realized gain on investments sold    (1.29)       (0.78)
  Total distributions                                         (1.41)       (0.95)
Net asset value, end of period                               $24.22       $24.50
Total investment return at net asset value(2) (%)              5.18(4)      5.17
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                  4,627       10,591
Ratio of expenses to average net assets (%)                    1.67(5)      1.75
Ratio of net investment income to average net assets (%)       0.84(5)      0.51
Portfolio turnover rate (%)                                      51           64
</TABLE>

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

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

(3)   Class C shares began operations on May 1, 1998.

(4)   Not annualized.

(5)   Annualized.


50  FUND DETAILS
<PAGE>

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

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

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(R)

John Hancock Funds, Inc.                                Mutual Funds
MEMBER NASD                                             Institutional Services
101 Huntington Avenue                                   Private Managed Accounts
Boston, MA 02199-7603                                   Retirement Services
                                                        Insurance Services

(C)2000 JOHN HANCOCK FUNDS, INC.                        EQTPN  11/00




<PAGE>


                    John Hancock Focused Relative Value Fund

  Supplement to the Statement of Additional Information dated November 1, 2000


SALES COMPENSATION

From November 1, 2000 until December 31, 2000 participating Selling Brokers will
receive the full applicable sales charge on Class A shares and will receive
maximum compensation of 4.50% of the offering price on Class B shares.



November 1, 2000




<PAGE>


                    JOHN HANCOCK FOCUSED RELATIVE VALUE FUND

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

                                November 1, 2000

This Statement of Additional Information provides information about John Hancock
Focused Relative Value Fund (the "Fund") in addition to the information that is
contained in the Fund's current Prospectus. (the "Prospectus"). The Fund is a
non-diversified series of John Hancock Series Trust (the "Trust").

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

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


                                TABLE OF CONTENTS
                                                                            Page

Organization of the Fund...............................................        2
Investment Objective and Policies......................................        2
Investment Restrictions................................................       11
Those Responsible for Management.......................................       13
Investment Advisory and Other Services.................................       17
Distribution Contracts.................................................       19
Sales Compensation.....................................................       20
Net Asset Value........................................................       23
Initial Sales Charge on Class A Shares.................................       23
Deferred Sales Charge on Class B and Class C Shares....................       26
Special Redemptions....................................................       30
Additional Services and Programs.......................................       30
Purchase and Redemptions through Third Parties.........................       32
Description of the Fund's Shares.......................................       32
Tax Status.............................................................       33
Calculation of Performance.............................................       38
Brokerage Allocation...................................................       39
Transfer Agent Services................................................       41
Custody of Portfolio...................................................       41
Independent Auditors...................................................       42
Appendix A- Description of Investment Risk.............................      A-1
Appendix B-Description of Bond 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  in 1996  under  the laws of The
Commonwealth of Massachusetts.

John Hancock Advisers,  Inc. (the "Adviser") is the Fund's  investment  adviser.
The  Adviser  is an  indirect,  wholly-owned  subsidiary  of John  Hancock  Life
Insurance  Company  (formerly John Hancock  Mutual Life  Insurance  Company)(the
"Life Company"),  a Massachusetts life insurance company chartered in 1862, with
national  headquarters at John Hancock Place,  Boston,  Massachusetts.  The Life
Company is wholly owned by John  Hancock  Financial  Services,  Inc., a Delaware
corporation organized in February, 2000.

INVESTMENT OBJECTIVE AND POLICIES

The following  information  supplements the discussion of the Fund's  investment
objective and policies discussed in the Prospectus.  Appendix A contains further
information   describing   investment   risks.   The  investment   objective  is
non-fundamental and may be changed by the Trustees without shareholder approval.
There is no assurance that the Fund will achieve its investment objective.

The Fund's investment  objective is to seek long term capital  appreciation.  To
pursue this goal, the Fund normally  invests in stocks of companies of any size.
The Fund utilizes a focused investment  strategy and will typically  concentrate
its investments in 20 to 35 U.S. and foreign companies.  Because of this focused
strategy,  the Fund has been classified as  non-diversified  and may invest more
than 5% of assets in securities of individual companies.


In managing the portfolio, the management team emphasizes a relative
value-oriented approach to individual stock selection (i.e. those stocks which
are inexpensively priced relative to others within the same industry or economic
sector, exhibiting what the Fund's management team believes to be sound company
management and the prospect of improved business fundamentals). With the aid of
proprietary financial models, the management team looks for companies that are
selling at what appear to be substantial discounts to their long term intrinsic
and franchise values.


The Fund may invest in preferred  stocks and other types of  equities.  The Fund
may also make  limited use of certain  derivatives  (investments  whose value is
based on indices or currencies).

Non-Diversification:  The Fund has elected  "non-diversified"  status  under the
Investment  Company Act of 1940 and may invest  more than 5% of total  assets in
securities  of a single  company.  However,  the Fund intends to comply with the
diversification  standards  applicable to regulated  investment  companies under
Subchapter M of the Internal Revenue Code of 1986, as amended.  In order to meet
these standards,  among other requirements,  at the close of each quarter of its
taxable  year (a) at least 50% of the value of the Fund's  total  assets must be
represented by one or more of the following:  (i) cash and cash items, including
receivables;   (ii)  U.S.  Government  securities;  (iii)  securities  of  other
regulated investment  companies;  and (iv) securities (other than those in items
(ii)  and  (iii)  above)  of any one or more  issuers  as to  which  the  Fund's
investment  in an issuer  does not  exceed 5% of the value of the  Fund's  total
assets  (valued  at time of  purchase);  and (b) not more  than 25% of its total
assets (valued at time of purchase) may be invested in the securities of any one
issuer (other than U.S.  Government  securities or securities of other regulated
investment companies).

The Fund's strategy of investing in a limited number of stocks may increase the
volatility of the Fund's investment performance. If the stocks the Fund invests
in perform poorly, the Fund could incur greater losses than if it had invested
in a larger number of stocks. As a result, the net asset value of the Fund can
be expected to fluctuate more than the net asset value of a comparable
"diversified" fund.


                                       2
<PAGE>


Ratings as Investment  Criteria.  In general,  the ratings of Moody's  Investors
Service,  Inc. ("Moody's") and Standard & Poor's Ratings Group ("S&P") represent
the opinions of these  agencies as to the quality of the  securities  which they
rate. It should be emphasized, however, that ratings are relative and subjective
and are not  absolute  standards of quality.  These  ratings will be used by the
Fund as initial criteria for the selection of debt securities. Among the factors
which  will be  considered  are  the  long-term  ability  of the  issuer  to pay
principal and interest and general economic trends.  Appendix B contains further
information  concerning  the rating of Moody's  and S&P and their  significance.
Subsequent to its purchase by the Fund,  an issue of securities  may cease to be
rated or its rating may be reduced  below the minimum  required  for purchase by
the Fund. Neither of these events will require the sale of the securities by the
Fund.

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

An investment in foreign securities including ADRs may be affected by changes in
currency rates and in exchange control regulations.  Issuers of unsponsored ADRs
are not  contractually  obligated  to disclose  material  information  including
financial information,  in the United States and, therefore,  there may not be a
correlation  between such  information  and the market value of the  unsponsored
ADR. Foreign companies may not be subject to accounting  standards or government
supervision  comparable  to U.S.  companies,  and there is often  less  publicly
available  information  about their  operations.  Foreign  companies may also be
affected by political or financial instability abroad. These risk considerations
may be intensified in the case of investments in ADRs of foreign  companies that
are located in emerging  market  countries.  ADRs of companies  located in these
countries  may have limited  marketability  and may be subject to more abrupt or
erratic price movements.

Foreign Currency Transactions. The Fund may engage in foreign currency
transactions. Foreign currency transactions 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 also enter into forward foreign currency exchange contracts to
hedge against fluctuations in currency exchange rates affecting a particular
transaction or portfolio position. 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. Transaction hedging is the purchase or sale of forward
foreign currency contracts with respect to specific receivables or payables of
the Fund accruing in connection with the purchase and sale of its portfolio
securities quoted or denominated in the same or related foreign currencies.
Portfolio hedging is the use of forward foreign currency contracts to offset
portfolio security positions denominated or quoted in the same or related
foreign currencies. The Fund may elect to hedge less than all of its foreign
portfolio positions as deemed appropriate by the Adviser. The Fund will not
engage in speculative forward foreign currency exchange transactions.



                                       3
<PAGE>


If the Fund purchases a forward contract, the Fund will segregate cash or liquid
securities  in a separate  account in an amount equal to the value of the Fund's
total assets committed to the consummation of such forward contract.  The assets
in the segregated account will be valued at market daily and if the value of the
securities in the separate account declines,  additional cash or securities will
be placed in the account so that the value of the  account  will be equal to the
amount of the Fund's commitment in forward contracts.

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

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

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

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

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

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


                                       4
<PAGE>


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

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

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.  The Fund will
also  continue to be subject to the risk of a decline in the market value of the
securities sold under the agreements  because it will reacquire those securities
upon effecting  their  repurchase.  To minimize  various risks  associated  with
reverse repurchase  agreements,  the Fund will establish and maintain 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 not enter into reverse
repurchase  agreements  and other  borrowings  except  from banks as a temporary
measure for extraordinary emergency purposes in amounts not to exceed 33 1/3% of
the Fund's total assets  (including the amount  borrowed) taken at market value.
The Fund will not use  leverage  to attempt to  increase  income.  The Fund will
enter into reverse repurchase agreements only with federally insured banks which
are approved in advance as being creditworthy by the Trustees.  Under procedures
established by the Trustees,  the Advisers will monitor the  creditworthiness of
the banks involved.

Restricted Securities.  The Fund may purchase securities that are not registered
("restricted  securities")  under  the  Securities  Act of  1933  ("1933  Act"),
including  commercial  paper  issued in reliance on Section 4(2) of the 1933 act
and securities offered and sold to "qualified  institutional  buyers" under Rule
144A  under the 1933  Act.  The Fund  will not  invest  more than 15% of its net
assets  in  illiquid  investments.  If the  Trustees  determines,  based  upon a
continuing review of the trading markets for specific Section 4(2) paper or Rule
144A securities, that they are liquid, they will not be subject to the 15% limit
on illiquid  investments.  The Trustees have adopted  guidelines and delegate to
the Advisers the daily function of  determining  the monitoring and 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 Indices. The Fund may purchase and write (sell) call and
put options on any securities index based on securities in which it may invest.
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 for any
non-speculative purpose. These include using options as a substitute for the
purchase or sale of securities or to protect against declines in the value of
portfolio securities and against increases in the cost of securities to be
acquired.


                                       5
<PAGE>


Writing Covered Options. A call option on a securities index written by the Fund
obligates the Fund to make a cash payment  reflecting  any increase in the index
above a specified  level to the holder of the option if the option is  exercised
at any time  before the  expiration  date.  A put option on a  securities  index
written by the Fund  obligates  the Fund to make a cash payment  reflecting  any
decrease  in the index  below a  specified  level from the option  holder if the
option  is  exercised  at any  time  before  the  expiration  date.  Options  on
securities indices do 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 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
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.  The
Fund may also cover  call  options on a  securities  index by owning  securities
whose price changes are expected to be similar to those of the underlying index.

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

Purchasing  Options.  The Fund would  normally  purchase  index call  options in
anticipation of an increase,  or index put options in anticipation of a decrease
("protective  puts"),  in the market value of securities 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 an index call option would  entitle the Fund,  in return for the
premium  paid,  to receive a cash payment  reflecting  any increase in the index
above a specified level upon exercising the option during the option period. The
Fund would  ordinarily  realize a gain on the  purchase  of a call option if the
amount of this cash payment  exceeded 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 an index put option would entitle the Fund, in exchange for the
premium paid, to receive a cash payment reflecting any decrease in the index
below a specified level upon exercising the option 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. The Fund would ordinarily
realize a gain if, during the option period, the level of the index 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.


                                       6
<PAGE>


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  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.

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 markets.

Futures  Contracts and Options on Futures  Contracts.  The Fund may purchase and
sell various kinds of futures contracts on securities indices,  and purchase and
write call and put options on these futures contracts,  for any  non-speculative
purpose.  The Fund may also enter into closing  purchase  and sale  transactions
with  respect to any of these  contracts  and  options.  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. An index futures contract may generally be described as an
agreement between two parties to deliver a final cash settlement price based on
an increase or decrease in the level of the index above or below a specified
level. Unlike some futures contracts, index futures do not involve the physical
delivery of securities at the end of trading in the contract.


                                       7
<PAGE>


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. A clearing corporation associated with the exchange on which futures
contracts are traded guarantees that, if still open, the contract 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.  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,  for  example,  take a "short"  position in the futures  market by
selling futures contracts in an attempt to hedge against an anticipated  decline
in market prices that would adversely  affect the value of the Fund's  portfolio
securities.  Such  futures  contracts  may be  based  on  indices  that  include
securities held by the Fund or securities with characteristics  similar to those
of the Fund's portfolio securities.  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  index
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 rates then available in the applicable  market to be less
favorable than prices that are currently  available.  The Fund may also purchase
index futures  contracts as a substitute for  transactions  in  securities.  For
example,  the Fund may  engage in these  substitution  transactions  in order to
remain fully  invested in the stock market while  maintaining a sufficient  cash
position to meet the Fund's liquidity needs.

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

The writing of a call option on an index 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 an index 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 index futures is potentially unlimited and may exceed the
amount of the premium received.


                                       8
<PAGE>


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 index futures and related options
transactions  for bona fide hedging or other  non-speculative  purposes.  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 that the Fund owns or futures  contracts will be purchased to protect
the Fund against an increase in the price of  securities 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 index 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  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.

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  qualifications  as a
regulated investment company for federal income tax purposes.

Transactions  in index futures  contracts  and options on index futures  involve
brokerage  costs,  require  margin  deposits  and, in the case of contracts  and
options that are economically equivalent to the purchase of securities,  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 index futures contracts and options on futures may reduce
certain risks,  these  transactions  themselves  entail certain other risks. For
example,  unanticipated  changes  in  securities  prices  may result in a poorer
overall  performance  for the Fund than if it had not  entered  into any futures
contracts or options transactions.

Perfect correlation between the Fund's index 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. 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.


                                       9
<PAGE>


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 the loaned securities involved in the
transaction. As a result, the Fund may incur a loss or, in the event of the
borrower's bankruptcy, the Fund may be delayed in or prevented from liquidating
the collateral. It is a fundamental policy of the Fund not to lend portfolio
securities having a total value in excess of 33 1/3 % of its total assets.

Rights and Warrants. The Fund may purchase warrants and rights which are
securities permitting, but not obligating, their holder to purchase the
underlying securities at a predetermined price, subject to the Fund's Investment
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.

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

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


                                       10
<PAGE>


Short-Term Trading and Portfolio Turnover. Short-term trading means the purchase
and subsequent sale of a security after it has been held for a relatively brief
period of time. The Fund may engage in short-term trading in response to stock
market conditions, changes in interest rates or other economic trends and
developments, or to take advantage of yield disparities between various fixed
income securities in order to realize capital gains or improve income.
Short-term trading may have the effect of increasing portfolio turnover rate. A
high rate of portfolio turnover (100% or greater) involves correspondingly
higher 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.       Issue senior  securities,  except as permitted by paragraphs 2, 5 and 6
         below and as  otherwise  permitted  under the 1940 Act. For purposes of
         this  restriction,  the  issuance of shares of  beneficial  interest in
         multiple  classes  or series,  the  deferral  of  trustees'  fees,  the
         purchase or sale of options,  futures  contracts and options on futures
         contracts, forward commitments,  forward foreign exchange contracts and
         repurchase  agreements  entered  into in  accordance  with  the  Fund's
         investment policies are not deemed to be senior securities.

2.       Borrow money, except: (i) for temporary or short-term purposes or
         for the clearance of transactions in amounts not to exceed 33 1/3% of
         the value of the fund's total assets (including the amount borrowed)
         taken at market value; (ii) in connection with the redemption of fund
         shares or to finance failed settlements of portfolio trades without
         immediately liquidating portfolio securities or other assets, (iii) in
         order to fulfill commitments or plans to purchase additional securities
         pending the anticipated sale of other portfolio securities or assets;
         (iv) in connection with entering into reverse repurchase agreements and
         dollar rolls, but only if after each such borrowing there is asset
         coverage of at least 300% as defined in the 1940 Act; and (v) as
         otherwise permitted under the 1940 Act. For purposes of this investment
         restriction, the deferral of trustees' fees and transactions in short
         sales, futures contracts, options on futures contracts, securities or
         indices and forward commitment transactions shall not constitute
         borrowing.

3.       Act as an underwriter, except to the extent that in connection with the
         disposition  of portfolio  securities,  the Fund may be deemed to be an
         underwriter for purposes of the Securities Act of 1933.

4.       Purchase,  sell or  invest in real  estate,  but  subject  to its other
         investment  policies  and  restrictions  may  invest in  securities  of
         companies  that deal in real  estate or are  engaged in the real estate
         business.  These companies  include real estate  investment  trusts and
         securities secured by real estate or interests in real estate. The fund
         may hold and sell real estate acquired through default,  liquidation or
         other  distributions  of an  interest in real estate as a result of the
         fund's ownership of securities.

5.       Invest in  commodities  or  commodity  futures  contracts,  except  for
         transactions in financial derivative  contracts.  Financial derivatives
         include forward currency  contracts;  financial  futures  contracts and
         options  on  financial  futures  contracts;  options  and  warrants  on
         securities,  currencies and financial  indices;  swaps,  caps,  floors,
         collars  and  swaptions;  and  repurchase  agreements  entered  into in
         accordance with the fund's investment policies.


                                       11
<PAGE>


6.       Make loans,  except that the fund may (i) lend portfolio  securities in
         accordance  with the fund's  investment  policies  up to 33 1/3% of the
         fund's total assets taken at market value,  (ii) enter into  repurchase
         agreements, and (iii) purchase all or a portion of an issue of publicly
         distributed debt securities,  bank loan participation  interests,  bank
         certificates  of deposit,  bankers'  acceptances,  debentures  or other
         securities,  whether  or not the  purchase  is made  upon the  original
         issuance of the securities.

7.       Purchase the securities of issuers  conducting their principal activity
         in the same industry if, immediately after such purchase,  the value of
         its  investments  in such industry would exceed 25% of its total assets
         taken at market value at the time of such  investment.  This limitation
         does not apply to investments in obligations of the U.S.  Government or
         any of its agencies, instrumentalities or authorities.

Non-Fundamental Investment Restrictions. The following investment restrictions
are designated as non-fundamental and may be changed by the Trustees without
shareholder approval.

1.       Purchase a security if, as a result, (i) more than 10% of the fund's
         total assets would be invested in the securities of other investment
         companies, (ii) the fund would hold more than 3% of the total
         outstanding voting securities of any one investment company, or (iii)
         more than 5% of the Fund's total assets would be invested in the
         securities of any one investment company. These limitations do not
         apply to (a) the investment of cash collateral, received by the fund in
         connection with lending of 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.

2.       Invest in the securities of an issuer for the purpose of exercising
         control or management.

3.       Purchase securities on margin, except that the Fund may obtain such
         short-term credits as may be necessary for the clearance of securities
         transactions.

4.       Invest more than 15% of its net assets in securities which are
         illiquid.

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

The Fund will invest only in countries on the Adviser's Approved Country
Listing.


                                       12
<PAGE>

<TABLE>
<CAPTION>


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").

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

Stephen L. Brown*               Trustee and Chairman    Chairman and Director, John Hancock
John Hancock Place                                      Life Insurance Company (CEO until
P.O. Box 111                                            June 2000), John Hancock Financial
Boston, MA 02117                                        Services, Inc. (CEO until June
July 1937                                               2000); John Hancock Advisers, Inc.
                                                        (the Adviser), John Hancock Funds,
                                                        Inc. (John Hancock Funds), The
                                                        Berkeley Financial Group, Inc. (The
                                                        Berkeley Group); Director, John
                                                        Hancock Subsidiaries, Inc.; John
                                                        Hancock Signature Services, Inc.
                                                        (Signature Services) (until January
                                                        1997); John Hancock Insurance
                                                        Agency, Inc.; (Insurance Agency),
                                                        (until May 1999); Independence
                                                        Investment Associates, Inc.,
                                                        Independence International
                                                        Associates, Inc,, Independence
                                                        Fixed Income Associates, Inc.;
                                                        Insurance Marketplace Standards
                                                        Association, Committee for Economic
                                                        Development, Ionics, Inc. (since
                                                        June 2000), Aspen Technology, Inc.
                                                        (since June 2000), Jobs for
                                                        Massachusetts, Federal Reserve Bank
                                                        of Boston (until March 1999);
                                                        Financial Institutions Center
                                                        (until May 1996), Freedom Trail
                                                        Foundation (until December 1996)
                                                        Beth Israel Hospital and
                                                        Corporation (until November 1996);
                                                        Director and Member (Beth
                                                        Israel/Deaconess Care Group),
                                                        Member, Commercial Club of Boston,
                                                        President (until April 1996);
                                                        Trustee, Wang Center for the
                                                        Performing Arts, Alfred P. Sloan
                                                        Foundation, John Hancock Asset
                                                        Management (until March 1997);
                                                        Member, Boston Compact Committee,
                                                        Mass. Capital Resource Company;
                                                        Chairman, Boston Coordinating
                                                        Committee ("The Vault") (until
                                                        April 1997).

Maureen R. Ford *               Trustee, Vice           President, Broker/Dealer
101 Huntington Avenue           Chairman, President     Distributor, John Hancock Life
Boston, MA  02199               and Chief Executive     Insurance Company; Vice Chairman,
December 1953                   Officer (1,2)           President, Director and Chief
                                                        Executive Officer, the Adviser, The
                                                        Berkeley Group, John Hancock Funds;
                                                        Chairman, Director and President,
                                                        Insurance Agency, Inc.; Chairman,
                                                        Director and Chief Executive
                                                        Officer, Sovereign Asset Management
                                                        Corporation (SAMCorp.); Senior Vice
                                                        President, MassMutual Insurance Co.
                                                        (until 1999); Senior Vice
                                                        President, Connecticut Mutual
                                                        Insurance Co. (until 1996).

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


                                       13
<PAGE>


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

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 July 1999).

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                 Chairman and Chief Executive
R.M Bradley & Co., Inc.                                 Officer, R.M. Bradley & Co., Inc.;
73 Tremont Street, 7th Floor                            Director, The New England Council
Boston, MA 02108                                        and Massachusetts Roundtable;
March 1946                                              Trustee, North Shore Medical
                                                        Center, Director, BJ's Wholesale
                                                        Club, Inc. and a corporator of the
                                                        Eastern Bank; Trustee, Emmanuel
                                                        College.

Charles L. Ladner               Trustee                 Chairman and Trustee, DunWoody
P.O. Box 697                                            Village, Inc.; Senior Vice
444 Chandlee Drive                                      President and Chief Financial
Berwyn, PA 19312                                        Officer, UGI Corporation (Public
February 1938                                           Utility Holding Company) (retired
                                                        1998); Vice President and 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.


                                       14
<PAGE>


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

Steven R. Pruchansky            Trustee (1)             Chief Executive Officer, Mast
4327 Enterprise Avenue                                  Holdings, Inc. (since June 1, 2000)
Naples, FL  34104                                       Director and President, Mast
August 1944                                             Holdings, Inc. (until May 31,
                                                        2000); Director, First Signature
                                                        Bank & Trust Company (until August
                                                        1991); Director, Mast Realty Trust
                                                        (until 1994); President, Maxwell
                                                        Building Corp. (until 1991).




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).

John P. Toolan                  Trustee                 Director, The Smith Barney Muni
13 Chadwell Place                                       Bond Funds, The Smith Barney
Morristown, NJ  07960                                   Tax-Free Money Funds, Inc., Vantage
September 1930                                          Money Market Funds (mutual funds),
                                                        The Inefficient-Market Fund, Inc.
                                                        (closed-end investment company) and
                                                        Smith Barney Trust Company of
                                                        Florida; Chairman, Smith Barney
                                                        Trust Company (retired 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).


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


                                       15
<PAGE>


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

William L. Braman               Executive Vice         Executive Vice President and Chief
101 Huntington Avenue           President  and Chief   Investment Officer, each of the
Boston, MA 02199                Investment Officer(2)  John Hancock Funds; Executive Vice
London                                                 President and Chief Investment
                                                       Officer, Barring Asset Management,
                                                       December 1953 UK (until May 2000).



Susan S. Newton                 Vice President,        Vice President and Chief Legal
101 Huntington Avenue           Secretary and Chief    Officer the Adviser; John Hancock
Boston, MA 02199                Legal Officer          Funds; Vice President, Signature
March 1950                                             Services (until May 2000), The
                                                       Berkeley Group, NM Capital and
                                                       SAMCorp.

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

Thomas H. Connors               Vice President and     Vice President and Compliance
101 Huntington Avenue           Compliance Officer     Officer, the Adviser; Vice
Boston, MA  02199                                      President, John Hancock Funds, Inc.
September 1959


-------------------
*   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>


                                       16
<PAGE>



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. Brown and Ms. Ford, 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 Fund for their services.


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

James F. Carlin                           $0                $ 72,600
William H. Cunningham*                     0                  72,250
Ronald R. Dion*                            0                  72,350
Harold R. Hiser, Jr.* (3)                  0                  68,450
Charles L. Ladner                          0                  75,450
Leo E. Linbeck, Jr. (3)                    0                  68,100
Steven R. Pruchansky*                      0                  75,350
Norman H. Smith*                           0                  78,500
John P. Toolan*                            0                  75,600
                                          --              ----------
Total                                     $0                $658,650

      (1)    Because this is a new Fund, there is no past aggregate compensation
             from the Fund to report.

      (2)    Total  compensation  paid by the John  Hancock  Fund Complex to the
             Independent  Trustees is for the calendar  year ended  December 31,
             1999 As of that  date,  there  were  sixty-five  funds  in the John
             Hancock  Fund  Complex,  with  each of these  Independent  Trustees
             serving on thirty four funds.

      (3)    Effective December 31, 1999, Messrs. Hiser and Linbeck resigned as
             Trustees of the Complex.

      (*)    As of December 31, 1999 the value of the aggregate accrued deferred
             compensation  from all Funds in the John  Hancock  fund complex for
             Mr.  Cunningham  was  $440,889,  for Mr. Dion was $38,687,  for Mr.
             Hiser was $166,368,  for Ms. McCarter was $208,971  (resigned as of
             October 1, 1998) for Mr. Pruchansky was $125,714, for Mr. Smith was
             $149,231  and for Mr.  Toolan was  $607,294  under the John Hancock
             Deferred Compensation Plan for Independent Trustees (the "Plan").

All of the  officers  listed  are  officers  or  employees  of  the  Adviser  or
affiliated  companies.  Some of the  Trustees  and officers may also be officers
and/or Directors and/or Trustees of one or more of the other funds for which the
Adviser serves as investment adviser.

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 other funds in the John
Hancock group of funds as well as retail and institutional privately managed
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 a high rating
with Standard & Poor's and A. M. Best. Founded in 1862, the Life Company has
been serving clients for over 130 years.


                                       17
<PAGE>


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
memberships; insurance premiums; and any extraordinary expenses.

As compensation for its services under the Advisory Agreement, the Fund pays the
Adviser  monthly a fee which is based on an annual  rate of 0.85% of the average
of the daily net assets of the Fund.

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.

The Adviser has agreed to limit the Fund's  expenses  (excluding  12b-1 fees) to
1.20% of the Fund's average daily net assets.  The Adviser reserves the right to
terminate this limitation in the future.

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 its 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 the 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 reckless disregard by the
Adviser of its obligations and duties under the Advisory Agreement.


                                       18
<PAGE>


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 Advisory
Agreement is no longer in effect, the Fund (to the extent that it lawfully can)
will cease to use such a name or any other name indicating that it is advised by
or otherwise connected with the Adviser. In addition, the Adviser or the Life
Company may grant the nonexclusive right to use the name "John Hancock" or any
similar name to any other corporation or entity, including but not limited to
any investment company of which the Life Company or any subsidiary or affiliate
thereof or any successor to the business of any subsidiary or affiliate thereof
shall be the investment adviser.

The continuation of the Advisory Agreement and the Distribution Agreement
(discussed below) was approved by all 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.

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.

Personnel  of the  Adviser and its  affiliates  may trade  securities  for their
personal accounts. The Fund also may hold, or may be buying or selling, the same
securities.  To prevent the Fund from being  disadvantaged,  the Adviser and its
affiliates  and the Fund  have  adopted  a code of ethics  which  restricts  the
trading activity of those personnel.

DISTRIBUTION CONTRACTS

The Fund has a  Distribution  Agreement  with  John  Hancock  Funds.  Under  the
agreement,  John  Hancock  Funds is  obligated  to use its best  efforts to sell
shares of each class of the Fund.  Shares of the Fund are also sold by  selected
broker-dealers  (the "Selling  Brokers")  which have entered into selling agency
agreements  with John Hancock  Funds.  These Selling  Brokers are  authorized to
designate  other  intermediaries  to receive  purchase and redemption  orders on
behalf of the Fund.  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 and C  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.

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 0.30% 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 fees will not exceed 0.25% of the Fund's
average daily net assets attributable to each class of shares. The distribution
fees will be used to reimburse the John Hancock Funds for its distribution
expenses, including but not limited to: (i) initial and ongoing sales
compensation to Selling Brokers and others (including affiliates of the John


                                       19
<PAGE>


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 and others for providing personal and account
maintenance services to shareholders. In the event that John Hancock Funds is
not fully reimbursed for payments or expenses it incurs under the Class A Plan,
these expenses will not be carried beyond twelve months from the date they were
incurred. Unreimbursed expenses under the Class B 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 shareholders and 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 these Plans.

Pursuant to the Plans, at least quarterly,  John Hancock Funds provides the Fund
with a written  report of the amounts  expended  under the Plans and the purpose
for which 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 its
continuance is approved at least annually by a majority of both the Trustees and
the Independent Trustees.  The Plans provide that they may be terminated without
penalty, (a) by a 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.

Amounts paid to the 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 the
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 the
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.

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.


                                       20
<PAGE>


The two primary sources of compensation payments are (1) the 12b-1 fees that are
paid out of the Fund's assets and (2) sales charges paid by investors. The sales
charges and 12b-1 fees are detailed in the  prospectus  and under  "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.

Whenever  you make an  investment  in the  Fund,  the  financial  services  firm
receives a  reallowance,  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 fund net assets.  This fee is paid  quarterly in
arrears by the Fund.

In addition, from time to time, John Hancock Funds, at its expense, may provide
significant additional compensation to financial services firms which sell or
arrange for the sale of shares of the Fund. Such compensation provided by John
Hancock Funds may include, for example, financial assistance to financial
services firms in connection with their conferences or seminars, sales or
training programs for invited registered representatives and other employees,
payment for travel expenses, including lodging, incurred by registered
representatives and other employees for such seminars or training programs,
seminars for the public, advertising and sales campaigns regarding one or more
Funds, and/or other financial services firms-sponsored events or activities.
From time to time, John Hancock Funds may make expense reimbursements for
special training of a financial services firm's registered representatives and
other employees in group meetings or to help pay the expenses of sales contests.
Other compensation, such as asset retention fees, finder's fees and
reimbursement for wire transfer fees, may be offered to the extent not
prohibited by law or any self-regulatory agency, such as the NASD.


                                       21
<PAGE>

<TABLE>
<CAPTION>

                                   Sales charge             Maximum                 First year service     Maximum total
                                   paid by investors        reallowance             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                 First year service     Maximum total
                                                            reallowance             fee (% of net          compensation (1)
Class B investments                                         (% of offering price)   investment) (3)        (% of offering price)
-------------------                                         ---------------------   ---------------        ---------------------

All amounts                                                 3.75%                   0.25%                  4.00%


                                                            Maximum                 First year service     Maximum total
                                                            reallowance             fee (% of net          compensation (1)
Class C investments                                         (% of offering price)   Investment) (3)        (% of offering price)
-------------------                                         --------------------    ---------------        ---------------------

Amounts purchased at NAV           --                       0.75%                   0.25%                  1.00%
All amounts                        1.00%                    1.75%                   0.25%                  2.00%

</TABLE>

(1)  Reallowance  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.

(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.


                                       22
<PAGE>


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 last
available bid price.

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

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

The NAV of each Fund and class is  determined  each business day at the close of
regular  trading on the New York Stock  Exchange  (typically  4:00 p.m.  Eastern
Time) by dividing a class's net assets by the number of its shares  outstanding.
On any day an international  market is closed and the New York Stock Exchange is
open,  any foreign  securities  will be valued at the prior day's close with the
current day's  exchange  rate.  Trading of foreign  securities may take place on
Saturdays and U.S.  business holidays on which the Fund's NAV is not calculated.
Consequently,  the  Fund's  portfolio  securities  may  trade and the NAV of the
Fund's  redeemable  securities  may be  significantly  affected  on days  when a
shareholder has no access to the Fund.

INITIAL SALES CHARGE ON CLASS A AND CLASS C 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"). The fund no longer
issues share certificates. Shares are electronically recorded. The Trustees
reserve the right to change or waive the Fund's minimum investment requirements
and to reject any order to purchase shares (including purchase by exchange) when
in the judgment of the Adviser such rejection is in the Fund's best interest.


                                       23
<PAGE>


The sales  charges  applicable to purchases of Class A and Class C 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 Charges.  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, grandparents, grandchildren, mother, father, sister,
         brother,  mother-in-law,  father-in-law,  daughter-in-law,  son-in-law,
         niece,  nephew and same sex domestic  partner) of any of the foregoing;
         or any fund,  pension,  profit  sharing or other  benefit  plan for the
         individuals described above.

o        A  broker,   dealer,   financial  planner,   consultant  or  registered
         investment  advisor that has entered into 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.

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        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:




                                       24
<PAGE>



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

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

Class C shares may be offered without a front-end sales charge to:

o             Retirement  plans  for  which  John  Hancock  Signature   Services
              performs employer  sponsored plan recordkeeping  services.  (These
              types of plans include  401(k),  money  purchase  pension,  profit
              sharing and SIMPLE 401k.)

o             An investor  who buys  through a Merrill  Lynch  omnibus  account.
              However,  a CDSC may apply if the shares are sold within 12 months
              of purchase.

Class A and Class C 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.

Letter of Intention. Reduced sales charges are also applicable to investments
made pursuant to a Letter of Intention (the "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 specified 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. An individual's non-qualified and qualified retirement plan


                                       25
<PAGE>


investments cannot be combined to satisfy LOI of 48 months. Such an investment
(including accumulations and combinations but not including reinvested
dividends) must aggregate $50,000 or more 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 applied (including accumulations and combinations) had the LOI been
for the amount actually invested.

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

DEFERRED SALES CHARGE ON CLASS B AND CLASS C SHARES

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

Contingent Deferred Sales Charge.  Class B 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  price or on shares  derived  from
reinvestment of dividends or capital gains distributions.

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 purchases 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 subject
to a 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.


                                       26
<PAGE>


When requesting a redemption for a specific dollar amount, please indicate if
you require the proceeds to equal the dollar amount requested. If not indicated,
only the specified dollar amount will be redeemed from your account and the
proceeds will be less any applicable CDSC.

Example:

You have purchased 100 Class B 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.

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 a CDSC, unless indicated otherwise, in the circumstances defined below:

For all account types:

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

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

*        Redemptions  due to  death  or  disability.  (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.

*        Redemption  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, this waiver does not apply
         to periodic  withdrawal  plan  redemptions of Class A or Class C shares
         that are subject to a CDSC.)


                                       27
<PAGE>


*        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 shares  made after one year from the  inception
         date of a retirement plan at John Hancock for which John Hancock is the
         recordkeeper.

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

For Retirement  Accounts (such as 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 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 plans that  purchased  shares
         prior to May 15, 1995.

Please see matrix for some examples.


                                       28
<PAGE>

<TABLE>
<CAPTION>

         <S>                   <C>              <C>                <C>              <C>               <C>

----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Type of                 401 (a) Plan      403 (b)           457              IRA, IRA          Non-retirement
Distribution            (401 (k), MPP,                                       Rollover
                        PSP) 457 & 408
                        (SEPs & Simple
                        IRAs)
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
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 and      Waived            Waived            Waived           Waived for Life   12% of account
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.


                                       29
<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  shareholders  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,
however,  elected to be governed by Rule 18f-1 under the Investment Company Act.
Under that rule,  the Fund must  redeem its shares for cash except to the extent
that the redemption  payments to any 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.


                                       30
<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 any CDSC charged upon
the prior redemption and the new shares will continue to be subject to the CDSC.
The  holding  period of the  shares  acquired  through  reinvestment  will,  for
purposes of computing the CDSC payable upon a subsequent redemption, include the
holding period of the redeemed shares.

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

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

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

Retirement plans participating in Merrill Lynch's servicing programs:

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

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


                                       31
<PAGE>


PURCHASES AND REDEMPTIONS THROUGH THIRD PARTIES

Shares of the Fund may be purchased or redeemed through certain  broker-dealers.
Brokers  may charge for their  services  or place  limitations  on the extent to
which  you may use the  services  of the  Fund.  The Fund will be deemed to have
received  a  purchase  or  redemption  order when an  authorized  broker,  or if
applicable,  a broker's authorized designee,  receives the order. If a broker is
an  agent  or  designee  of the  Fund,  orders  are  processed  at the NAV  next
calculated  after the broker  receives the order.  The broker must segregate any
orders it  receives  after the close of  regular  trading  on the New York Stock
Exchange  and  transmit  those  orders  to the  Fund for  execution  at NAV next
determined.  Some brokers that maintain nominee accounts with the Fund for their
clients charge an annual fee on the average net assets held in such accounts for
accounting,  servicing,  and distribution  services they provide with respect to
the underlying Fund shares. The Adviser,  the Fund, and John Hancock Funds, Inc.
(the Fund's principal distributor), share in the expense of these fees.

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 and classes
without further action by shareholders. As of the date of this Statement of
Additional Information, the Trustees have authorized shares of the Fund and five
other series. Additional series may be added in the future. The Trustees have
also authorized the issuance of three classes of shares of the Fund, designated
as Class A, Class B and Class C.


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  the
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.
Fund shareholders may remove a Trustee by the affirmative vote of at least
two-thirds of the Trust's outstanding shares and the Trustees shall promptly
call a meeting for such purpose when requested to do so in writing by the record
holders of not less than 10% of the outstanding shares of the Trust.
Shareholders may, under certain circumstances, communicate with other
shareholders in connection with requesting a special meeting of shareholders.
However, at any time that less than a majority of the Trustees holding office
were elected by the shareholders, the Trustees will call a special meeting of
shareholders for the purpose of electing Trustees.


                                       32
<PAGE>


Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for acts or obligations
of the Fund. However, the Fund's Declaration of Trust contains an express
disclaimer of shareholder liability for acts, obligations or 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 for reason of being or having been a shareholder. The Declaration of
Trust also provides that no series of the Trust shall be liable for the
liabilities of any other series. Furthermore, no fund included in this Fund's
prospectus shall 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. except 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 and elected to be treated 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% nondeductible Federal excise tax on certain
amounts not distributed (and not treated as having been distributed) on a timely
basis in accordance with annual minimum distribution requirements. The Fund
intends under normal circumstances to seek to avoid or minimize liability for
such tax by satisfying such distributions requirements.


                                       33
<PAGE>


Distribution 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 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.

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.

The Fund may be  subject  to  withholding  and other  taxes  imposed  by foreign
countries  with  respect  to  their  investments  in  foreign  securities.   Tax
conventions  between certain countries and the U.S. may reduce or eliminate such
taxes.  Because  more than 50% of the Fund's  assets at the close of any taxable
year will not consist of stocks or securities of foreign corporations,  the Fund
will be unable to pass such taxes through to shareholders (as additional income)
along with a corresponding entitlement to a foreign tax credit or deduction. The
Fund will  deduct the  foreign  taxes it pays in  determining  the amount it has
available for distribution to shareholders.

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 asset 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
for 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 currencies, or payables or receivables
denominated in 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 from 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.


                                       34
<PAGE>


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  could  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 sales 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. Certain of such transactions may
also cause the Fund to dispose of investments  sooner than would  otherwise have
occurred.  These  transactions  may  therefore  affect  the  amount,  timing and
character of the Fund's  distributions to shareholders.  The Fund will take into
account the special tax rules (including  consideration of available  elections)
applicable  to  options,  futures  and  forward  contracts  in  order to seek to
minimize any potential adverse tax consequences.

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  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  on  those  shares  from  such
appreciation  or income may be taxable  to such  investor  even if the net asset
value of the  investor's  shares is, as a result of the  distributions,  reduced
below the  investor's  cost for such shares,  and the  distributions  in reality
represent a return of a portion of the purchase price.

Upon a  redemption  or other  disposition  of shares of the Fund  (including  by
exercise of the exchange  privilege)  that in a transaction is treated as a sale
for tax purposes,  a shareholder will ordinarily  realize a taxable gain or loss
depending  upon the  amount  of the  proceeds  and the  investor's  basis in his
shares.  Such gain or loss will be treated as capital gain or loss if the shares
are capital assets in the shareholder's hands. 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.  This disregarded  charge will result in an
increase in the  shareholder's  tax basis in the shares  subsequently  acquired.
Also,  any loss  realized on a redemption  or exchange may be  disallowed to the
extent the shares  disposed of are replaced with other shares of the Fund within
a period of 61 days beginning 30 days before and ending 30 days after the shares
are disposed of, such as pursuant to automatic dividend reinvestments. In such a
case,  the  basis  of the  shares  acquired  will be  adjusted  to  reflect  the
disallowed  loss.  Any loss  realized  upon the  redemption of shares with a tax
holding period of six months or less will be treated as a long-term capital loss
to the extent of any amounts treated as distributions of long-term  capital gain
with respect to such shares.  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


                                       35
<PAGE>


extent that a capital loss is carried forward from prior years against such
gain. To the extent such excess was retained and not exhausted by the carry
forward of prior years' capital losses, it would be subject to Federal income
tax in the hands of the Fund. Upon proper designation of this amount by the
Fund, each shareholder would be treated for Federal income tax purposes as if
the Fund had distributed to him on the last day of its taxable year his pro rata
share of such excess, and he had paid his pro rata share of the taxes paid by
the Fund and reinvested the remainder in the Fund. Accordingly, each shareholder
would (a) include his pro rata share of such excess as long-term capital gain in
his return for his taxable year in which the last day of the Fund's taxable year
falls, (b) be entitled either to a tax credit on his return for, or to a refund
of, his pro rata share of the taxes paid by the Fund, and (c) be entitled to
increase the adjusted tax basis for his 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
realized  capital loss in any year to offset net capital gains,  if any,  during
the eight years  following  the year of the loss. To the extent  subsequent  net
capital gains are offset by such losses, they would not result in Federal income
tax liability to the Fund and, as noted above,  would not be distributed as such
to shareholders.  Presently,  there are no realized  capital loss  carryforwards
available to offset future net realized capital gains.

Investment in debt obligations that are at risk of or in default present special
tax issues for the Fund.  Tax rules are not entirely  clear about issues such as
when the Fund may cease to accrue interest,  original issue discount,  or market
discount,  when and to what  extent  deductions  may be taken  for bad  debts or
worthless securities,  how payments received on obligations in default should be
allocated  between   principal  and  income,   and  whether  exchanges  of  debt
obligations  in a workout  context are  taxable.  These and other issues will be
addressed by the Fund,  in the event it acquires or holds any such  obligations,
in order to reduce the risk of distributing  insufficient income to preserve its
status as a regulated  investment company and seeks to avoid becoming subject to
Federal income or excise tax.

For purposes of the  dividends-received  deduction  available  to  corporations,
dividends  received by the Fund,  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) during a prescribed period extending before and after each such
dividend 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.  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 extend such basis would be reduced below
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 payments. The mark to
market or constructive sale rules 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


                                       36
<PAGE>


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 may 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  it  may  in  its  sole  discretion  provide  relevant
information to shareholders.

The Fund will be required to report to the Internal  Revenue Service (the "IRS")
all taxable  distributions to  shareholders,  as well as gross proceeds from the
redemption  or exchange  of Fund  shares,  except in the case of certain  exempt
recipients,  i.e.,  corporations  and certain other investors  distributions  to
which are exempt from the information  reporting  provisions of the Code.  Under
the backup withholding  provisions of Code Section 3406 and applicable  Treasury
regulations,  all such reportable  distributions  and proceeds may be subject to
backup  withholding  of  federal  income  tax at the  rate of 31% in the case of
non-exempt shareholders who fail to furnish the Fund with their correct taxpayer
identification number and certain  certifications  required by the IRS or if the
IRS or a broker  notifies the Fund that the number  furnished by the shareholder
is  incorrect  or that the  shareholder  is subject to backup  withholding  as a
result of failure to report interest or dividend income.  The Fund may refuse to
accept an application that does not contain any required taxpayer identification
number nor  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.

The foregoing  discussion relates solely to Federal income tax law as applicable
to  U.S.  persons  (i.e.,   U.S.   citizens  and  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 shares of the Fund 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 non-resident 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, W-8BEN
or other authorized withholding certificate 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.


                                       37
<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

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

                                n ______
                           T = \ / ERV/P - 1

Where:

P =      a hypothetical initial investment of $1,000.
T =      average annual total return.
n =      number of years.
ERV =    ending redeemable value of a hypothetical $1,000 investment made at the
         beginning of the 1 year, 5 year, and 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 is applied at the end of the period, respectively. This calculation assumes
that all dividends and  distributions  are  reinvested at net asset value on the
reinvestment dates during the period.  The "distribution  rate" is determined by
annualizing the result of dividing the declared dividends of the Fund during the
period stated by the maximum offering price or net asset value at the end of the
period.  Excluding the Fund's sales charge from the distribution rate produces a
higher rate.

In addition to average  annual total returns,  the Fund may quote  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 or Class
C shares or the CDSC on Class B or Class C shares into  account.  Excluding  the
Fund's  sales  charge on Class A and  Class C shares  and the CDSC on Class B or
Class C shares from a total  return  calculation  produces a higher total return
figure.

The Fund may advertise yield, where appropriate. The Fund's yield is computed by
dividing net investment  income per share  determined for a 30-day period by the
maximum  offering price per share (which  includes the full sales charge) on the
last day of the period, according to the following standard formula:


                                       38
<PAGE>


                                              6
                 Yield = 2 ( [ ( a - b ) + 1 ] - 1 )
                                -------
                                  cd

Where:

    a =      dividends and interest earned during the period.
    b =      net expenses accrued during the period.
    c =      the average daily number of fund shares  outstanding  during
             the period that would be entitled to receive dividends.
    d =      the maximum offering price per share on the last day of the period
             (NAV where applicable).

From time to time,  in reports  and  promotional  literature,  the Fund's  total
return  will be compared  to indices of mutual  funds such as Lipper  Analytical
Services,  Inc.'s  "Lipper  -  Mutual  Fund  Performance  Analysis,"  a  monthly
publication  which tracks net assets,  total return and yield on mutual funds in
the United States. Ibottson and Associates, CDA Weisenberger and F.C. Towers are
also used for comparison purposes, as well as the Russell and Wilshire Indices.

Performance  rankings and ratings  reported  periodically in, and excerpts from,
national financial publications such as MONEY Magazine,  FORBES,  BUSINESS WEEK,
THE WALL STREET JOURNAL, MICROPAL, INC., MORNINGSTAR, STANGER'S and BARRON'S may
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  directors  of the  Adviser and  affiliates  and  officers  and
Trustees who are interested  persons of the Fund. Orders for purchases and sales
of securities are placed in a manner which, in the opinion of the Adviser,  will
offer the best  price and  market for the  execution  of each such  transaction.
Purchases from underwriters of portfolio  securities may include a commission or
commissions paid by the issuer,  and transactions with dealers serving as market
makers reflect a "spread".  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.


                                       39
<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
Conduct Rules of the National Association of Securities Dealers, Inc. and such
other policies as 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
Insurance  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 not make 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.

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay 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 such commission is reasonable in
light of the services  provided  and to such  policies as the Trustees may adopt
from time to time.

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  determined 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.

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 for its other most favored,
but unaffiliated, customers, except for accounts for which the Affiliated Broker


                                       40
<PAGE>


acts as 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 Investment Company
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
include 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. Because of
this,  client  accounts in a particular  style may sometimes not sell or acquire
securities  as quickly or at the same prices as they might if each were  managed
and traded individually.

For  purchases  of equity  securities,  when a complete  order is not filled,  a
partial  allocation  will be made to each  account  pro rata  based on the order
size.  For high demand issues (for example,  initial public  offerings),  shares
will be  allocated  pro rata by account  size as well as on the basis of account
objective,  account  size ( a small  account's  allocation  may be  increased to
provide it with a meaningful  position),  and the account's other  holdings.  In
addition,  an account's  allocation may be increased if that account's portfolio
manager was  responsible  for generating  the  investment  idea or the portfolio
manager  intends to buy more shares in the  secondary  market.  For fixed income
accounts, generally securities will be allocated when appropriate among accounts
based on account size, except if the accounts have different objectives or if an
account is too small to get a  meaningful  allocation.  For new  issues,  when a
complete order is not filled, a partial  allocation will be made to each account
pro rata based on the order size.  However, if a partial allocation is too small
to be  meaningful,  it may be  reallocated  based  on such  factors  as  account
objectives,  duration  benchmarks  and  credit  and  sector  exposure.  In  some
instances,  this  investment  procedure may  adversely  affect the price paid or
received by the Fund or the size of the position obtainable for it. On the other
hand, to the extent permitted by law, the Adviser may aggregate 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.  The Fund also pays certain  out-of-pocket  expenses and these expenses
are  aggregated  and charged to the Fund allocated to each class on the basis of
their relative net asset value.

CUSTODY OF PORTFOLIO

Portfolio  securities  of the Fund are held  pursuant to a  custodian  agreement
between the Fund and State Street Bank & Trust  Company,  225  Franklin  Street,
Boston,  Massachusetts 02110. Under the custodian agreement, State Street Bank &
Trust Company performs custody, portfolio and fund accounting services.


                                       41
<PAGE>


INDEPENDENT AUDITORS


The independent auditors of the Fund are PricewaterhouseCoopers LLP, 160 Federal
Street, Boston, Massachusetts 02110. PricewaterhouseCoopers LLP audits and
renders an opinion on the Fund's annual financial statements, and reviews the
Fund's annual Federal income tax return.







                                       42
<PAGE>


APPENDIX A - 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 prospectus.

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).

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).


                                      A-1
<PAGE>


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.

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

Bonds which are rated Ca represented obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.


                                      B-1
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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.

CCC Debt rated 'CCC' has a currently identifiable  vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely  payment of interest and repayment of principal.  In the event of adverse
business,  financial  or  economic  conditions,  it is not  likely  to have  the
capacity to pay interest and repay principal.  The 'CCC' rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
'B' or 'B-' rating.

CC The rating 'CC' is typically applied to debt subordinated to senior debt that
is assigned an actual or implied 'CCC' rating.


                                      B-2
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FINANCIAL STATEMENTS










                                      F-1



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