JOHN HANCOCK INVESTMENT TRUST II
497, 1998-11-16
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                         JOHN HANCOCK REGIONAL BANK FUND

                           Class A and Class B Shares
                       Statement of Additional Information

                                November 16, 1998

This Statement of Additional Information provides information about John Hancock
Regional  Bank  Fund  (the  "Fund"),  in  addition  to the  information  that is
contained in the combined Growth Funds'  Prospectus  dated November 1, 1998 (the
"Prospectus"). The Fund is a diversified series of John Hancock Investment Trust
II (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 MA 02217-1000
                                 1-800-225-5291

   
                                Table of Contents
                                                                            Page

Organization of the Fund.........................................              2
Investment Objective and Policies................................              2
Investment Restrictions..........................................              8
Those Responsible for Management.................................             10
Investment Advisory and Other Services...........................             19
Distribution Contracts...........................................             21
Net Asset Value..................................................             23
Initial Sales Charge on Class A Shares...........................             24
Deferred Sales Charge on Class B Shares..........................             26
Special Redemptions..............................................             30
Additional Services and Programs.................................             30
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.............................................             41
Appendix A-Bond and Commercial Paper Ratings.....................            A-1
Financial Statements.............................................            F-1
    

                                       1

<PAGE>



ORGANIZATION OF THE FUND

The Fund is a series of the Trust,  an open-end  investment  management  company
organized as a Massachusetts  business trust under the laws of The  Commonwealth
of  Massachusetts.  Prior to March 1997, the Trust was named Freedom  Investment
Trust.

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

       

INVESTMENT OBJECTIVE AND POLICIES

The following  information  supplements the discussion of the Fund's  investment
objective and policies  discussed in the Prospectus.  There is no assurance that
the Fund will achieve its  investment  objective.  The  investment  objective is
fundamental and may only be changed with shareholder approval.

The Fund's  investment  objective  is to  achieve  capital  appreciation  from a
portfolio  of equity  securities  of regional  banks and  lending  institutions.
Moderate income is a secondary objective. Under ordinary circumstances, the Fund
will  invest at least 65% of its total  assets in equity  securities,  including
common stock and  securities  convertible  to common stock (such as  convertible
bonds, convertible preferred stock, and warrants), of regional commercial banks,
industrial banks,  consumer banks,  savings and loans and bank holding companies
that receive a substantial portion of their income from banks.

A  regional  bank is one that  provides  full  service  banking  (i.e.,  savings
accounts, checking accounts,  commercial lending and real estate lending), whose
assets are  primarily of domestic  origin,  and which  typically has a principal
office  outside of New York City and Chicago.  The Fund may invest in banks that
are not Federal Deposit Insurance Corporation  (including any state or federally
chartered  savings and loan  association).  Although the Adviser will  primarily
seek opportunities for capital appreciation, many of the regional banks in which
the Fund may invest pay regular dividends. Accordingly, the Fund also expects to
receive moderate income.

The Fund may invest  some or all of its assets  that are not  invested in equity
securities  of regional  banks in the equity  securities  of financial  services
companies,  companies  with  significant  lending  operations or "money  center"
banks. A "money center" bank is one with a strong international banking business
and a significant percentage of international assets, which is typically located
in New York or  Chicago.  The  Fund may  invest  up to 5% of its net  assets  in
below-investment  grade debt securities (rated as low as CCC) of banks. The Fund
may invest in unrated  securities  which,  in the opinion of the Adviser,  offer
comparable  yields and risks to these  securities  which are rated. The Fund may
also invest up to 5% of its net assets in non-financial services equities.

Since the Fund's  investments will be concentrated in the banking  industry,  it
will be subject to risks in addition  to those that apply to the general  equity
market. Events may occur which significantly affect the entire banking industry.
Thus,  the Fund's share value may at times increase or decrease at a faster rate
than the share value of a mutual fund with  investments in many  industries.  In
addition,  despite  some  measure  of  deregulation,  banks  and  other  lending
institutions are still subject to extensive governmental regulation which limits
their  activities.  The  availability  and cost of funds  to these 

                                       2
<PAGE>

entities is crucial to their profitability. Consequently, volatile interest
rates and general economic conditions can adversely affect their financial
performance and condition. The market value of the debt securities in the Fund's
portfolio will also tend to vary in an inverse relationship with changes in
interest rates. For example, as interest rates rise, the market value of debt
securities tends to decline. The Fund is not a complete investment program.
Because the Fund's investments are concentrated in the banking industry, an
investment in the Fund may be subject to greater market fluctuations than a fund
that does not concentrate in a particular industry. Thus, it is recommended that
an investment in the Fund be considered only one portion of your overall
investment portfolio.

Banks, finance companies and other financial services  organizations are subject
to extensive governmental regulations which may limit both the amounts and types
of loans  and other  financial  commitments  which may be made and the  interest
rates and fees which may be  charged.  The  profitability  of these  concerns is
largely dependent upon the availability and cost of capital funds, and has shown
significant  recent  fluctuation  as a result of volatile  interest rate levels.
Volatile  interest  rates will also affect the market  value of debt  securities
held by the Fund. In addition,  general economic conditions are important to the
operations of these  concerns,  with exposure to credit  losses  resulting  from
possible  financial  difficulties  of  borrowers  potentially  having an adverse
effect.

To avoid the need to sell equity  securities  in the  portfolio to provide funds
for  redemption,  and to provide  flexibility  for the Fund to take advantage of
investment  opportunities,  the Fund may  invest up to 15% of its net  assets in
short-term  (less than one year)  investment  grade (i.e.,  rated at the time of
purchase  AAA, AA, A or BBB by Standard & Poor's  Ratings  Group ("S&P") or Aaa,
Aa, A or Baa by Moody's Investors Services, Inc. ("Moody's")) debt securities of
corporations   (such  as  commercial   paper,   notes,   bonds  or  debentures),
certificates of deposit,  deposit accounts,  obligations of the U.S. Government,
its  agencies  and   instrumentalities,   or  repurchase  agreements  which  are
fully-collateralized  by  U.S.  Government  obligations,   including  repurchase
agreements that mature in more than seven days.  When the Adviser  believes that
financial  conditions  present unusual risks with respect to equity  securities,
the Fund may invest up to 80% of their assets in these securities,  rated in the
four highest categories, for temporary defensive purposes.

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

Subsequent to its purchase by the Fund,  an issue of securities  may cease to be
rated or its rating may be reduced  below the minimum  required  for purchase by
the Fund. Neither of these events will require the sale of the securities by the
Fund,  but the Adviser will consider the event in its  determination  of whether
the Fund should continue to hold the securities.

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

                                       3
<PAGE>

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

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.

                                       4
<PAGE>

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  a  separate  account
consisting of liquid securities,  of any type or maturity, in an amount at least
equal to the  repurchase  prices of the  securities  (plus any accrued  interest
thereon) under such agreements.  In addition,  the Fund will not borrow money or
enter into  reverse  repurchase  agreements  except from banks  temporarily  for
extraordinary  emergency  purposes (not leveraging or investment) and then in an
aggregate  amount  not in excess of 5% of the value of the  Fund's net assets at
the  time of such  borrowing.  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 Adviser will monitor the creditworthiness of the banks involved.

Restricted Securities.  The Fund may purchase securities that are not registered
("restricted  securities")  under  the  Securities  Act of  1933  ("1933  Act"),
including  commercial  paper  issued in reliance on Section 4(2) of the 1933 Act
and securities offered and sold to "qualified  institutional  buyers" under Rule
144A  under the 1933  Act.  The Fund  will not  invest  more than 15% of its net
assets  in  illiquid  investments.  If  the  Trustees  determine,  based  upon a
continuing review of the trading markets for specific Section 4(2) paper or Rule
144A securities, that they are liquid, they will not be subject to the 15% limit
on illiquid  investments.  The Trustees may adopt guidelines and delegate to the
Adviser the daily  function of  determining  and  monitoring  the  liquidity  of
restricted securities.  The Trustees,  however, will retain sufficient oversight
and  be  ultimately  responsible  for  the  determinations.  The  Trustees  will
carefully monitor the Fund's  investments in these securities,  focusing on such
important  factors,  among others,  as valuation,  liquidity and availability of
information.  This  investment  practice could have the effect of increasing the
level of illiquidity in the Fund if qualified  institutional buyers become for a
time uninterested in purchasing these restricted securities.

Options on Securities  and Securities  Indices.  The Fund may purchase and write
(sell) call and put options on any  securities  in which it may invest or on any
securities  index based on securities in which it may invest.  These options may
be  listed  on  national  domestic   securities   exchanges  or  traded  in  the
over-the-counter  market.  The Fund may write  covered put and call  options and
purchase put and call options to enhance total return,  as a substitute  for the
purchase or sale of securities,  or 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  securities  written  by the Fund
obligates the Fund to sell specified securities to the holder of the option at a
specified  price if the option is  exercised  at any time before the  expiration
date.  A put  option on  securities  written by the Fund  obligates  the Fund to
purchase specified securities from the option holder at a specified price if the
option  is  exercised  at any  time  before  the  expiration  date.  Options  on
securities  indices  are  similar  to  options on  securities,  except  that the
exercise of securities index options requires cash settlement  payments and does
not involve the actual purchase or sale of securities.  In addition,  securities
index  options  are  designed  to  reflect  price  fluctuations  in a  group  of
securities or segment of the securities market rather than price fluctuations in
a single  security.  Writing  covered  call  options may deprive the Fund of the
opportunity  to profit from an increase in the market price of the securities 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 in a
segregated  account with a value at least equal to the Fund's  obligation  under
the option,  (ii) entering into an offsetting  forward  commitment  and/or (iii)
purchasing  an  offsetting  option or any other option  which,  by virtue of its
exercise  price or  otherwise,  reduces  the Fund's net  exposure on its written
option  position.  A written call option on securities  is typically  covered by
maintaining  the  securities  that are  subject  to the  option in a  segregated
account.  The Fund may  cover  call  options  on a  securities  index by  owning
securities  whose  price  changes  are  expected  to be  similar to those of the
underlying index.

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

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

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

The purchase of a put option would entitle the Fund, in exchange for the premium
paid,  to sell  specified  securities  at a  specified  price  during the option
period. The purchase of protective puts is designed to offset or hedge against a
decline in the market value of the Fund's portfolio securities.  Put options may
also be purchased by the Fund for the purpose of affirmatively benefiting from a
decline  in the  price of  securities  which it does  not  own.  The Fund  would
ordinarily  realize  a gain if,  during  the  option  period,  the  value of the
underlying  securities  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 sell the underlying  securities or
dispose of assets held in a segregated  account until the options  expire or are
exercised. Similarly, if the Fund is unable to effect a closing sale transaction
with respect to options it has purchased,  it would have to exercise the options
in order to  realize  any  profit  and will  incur  transaction  costs  upon the
purchase or sale of underlying securities.

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.

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.

                                       7
<PAGE>

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

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

Rights  and  Warrants.  The Fund may  purchase  warrants  and  rights  which are
securities  permitting,  but  not  obligating,  their  holder  to  purchase  the
underlying securities at a predetermined price, subject to the Fund's Investment
Restrictions.  Generally,  warrants and stock purchase  rights do not carry with
them the right to receive  dividends or exercise  voting  rights with respect to
the underlying securities, and they do not represent any rights in the assets of
the issuer.  As a result, an investment in warrants and rights may be considered
to entail greater  investment risk than certain 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-Term Trading and Portfolio Turnover. Short-term trading means the purchase
and subsequent sale of a security after it has been held for a relatively  brief
period of time.  The Fund may engage in short-term  trading in response to stock
market  conditions,  changes  in  interest  rates or other  economic  trends and
developments,  or to take advantage of yield  disparities  between various fixed
income  securities  in  order  to  realize  capital  gains  or  improve  income.
Short-term trading may have the effect of increasing  portfolio turnover rate. A
high rate of  portfolio  turnover  (100% or  greater)  involves  correspondingly
greater brokerage  expenses.  The Fund's portfolio turnover rate is set forth in
the table under the caption "Financial Highlights" in the Prospectus.

INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions.  The following investment restrictions 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:

                                       8
<PAGE>

         1. Purchases on Margin and Short Sales.  Purchase  securities on margin
or sell short,  except  that the Fund may obtain such short term  credits as are
necessary for the clearance of securities  transactions.  The deposit or payment
by the  Fund of  initial  or  maintenance  margin  in  connection  with  futures
contracts or related  options  transactions  is not considered the purchase of a
security on margin.

         2.  Borrowing.   Borrow  money,   except  from  banks  temporarily  for
extraordinary or emergency  purposes (not for leveraging or investment) and then
in an aggregate amount not in excess of 5% of the value of the Fund's net assets
at the time of such borrowing.

         3.  Underwriting  Securities.  Act as an  underwriter  of securities of
other  issuers,  except  to  the  extent  that  it may  be  deemed  to act as an
underwriter in certain cases when disposing of restricted securities.

         4. Senior Securities.  Issue senior securities except as appropriate to
evidence  indebtedness  which the Fund is permitted to incur,  provided that, to
the extent applicable, (i) the purchase and sale of futures contracts or related
options, (ii) collateral arrangements with respect to futures contracts, related
options,   forward  foreign  currency  exchange  contracts  or  other  permitted
investments of the Fund as described in the  Prospectus,  including  deposits of
initial and variation margin, and (iii) the establishment of separate classes of
shares  of the Fund  for  providing  alternative  distribution  methods  are not
considered  to be the  issuance  of  senior  securities  for  purposes  of  this
restriction.

         5. Warrants.  Invest more than 5% of the value of the Fund's net assets
in marketable  warrants to purchase common stock.  Warrants acquired in units or
attached to securities are not included in this restriction.

         6. Single Issuer Limitation/Diversification. Purchase securities of any
one issuer,  except securities issued or guaranteed by the U.S. Government,  its
agencies or  instrumentalities,  if immediately after such purchase more than 5%
of the value of the Fund's  total assets would be invested in such issuer or the
Fund would own or hold more than 10% of the  outstanding  voting  securities  of
such issuer; provided, however, that with respect to all Funds, up to 25% of the
value of the  Fund's  total  assets  may be  invested  without  regard  to these
limitations.

         7. Real  Estate.  Purchase  or sell real estate  although  the Fund may
purchase  and sell  securities  which are secured by real  estate,  mortgages or
interests  therein,  or  issued by  companies  which  invest  in real  estate or
interests  therein;  provided,  however,  that the Fund will not  purchase  real
estate limited partnership interests.

          8.  Commodities;  Commodity  Futures;  Oil  and  Gas  Exploration  and
Development  Programs.   Purchase  or  sell  commodities  or  commodity  futures
contracts  including forward foreign currency  contracts,  futures contracts and
options  thereon  or  interests  in oil,  gas or other  mineral  exploration  or
development programs.

         9. Making Loans. Make loans,  except that the Fund may purchase or hold
debt  instruments  and  may  enter  into  repurchase   agreements   (subject  to
Restriction 12) in accordance with its investment objective and policies.

                                       9
<PAGE>

         10. Industry  Concentration.  Purchase any securities which would cause
more than 25% of the market value of the Fund's total assets at the time of such
purchase to be invested in the  securities  of one or more issuers  having their
principal  business  activities in the same industry,  provided that there is no
limitation  with respect to investments  in obligations  issued or guaranteed by
the  U.S.  Government,   its  agencies  or  instrumentalities;   provided  that,
notwithstanding  the foregoing,  the Fund will invest more than 25% of its total
assets in issuers in the  banking  industry;  all as more fully set forth in the
Prospectus.

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

The Fund may not:

         11.  Options  Transactions.  Write,  purchase,  or sell puts,  calls or
combinations  thereof except that the Fund may write,  purchase or sell puts and
calls on securities.

         12. Invest more than 15% of its net assets in illiquid securities.

         13. Acquisition for Control Purposes. Purchase securities of any issuer
for the purpose of exercising control or management, except in connection with a
merger, consolidation, acquisition or reorganization.

         14. Joint Trading Accounts. Participate on a joint or joint and several
basis in any trading  account in  securities  (except for a joint  account  with
other funds managed by the Adviser for  repurchase  agreements  permitted by the
Securities and Exchange Commission pursuant to an exemptive order).

         15. Securities of Other Investment  Companies.  Purchase a security if,
as a result,  (i) more than 10% of the Fund's  total assets would be invested in
the securities of other investment companies, (ii) the Fund would hold more than
3% of the total outstanding voting securities of any one investment  company, or
(iii)  more  than  5% of the  Fund's  total  assets  would  be  invested  in the
securities of any one investment company.  These limitations do not apply to (a)
the  investment  of cash  collateral,  received by the Fund in  connection  with
lending  the  Fund's  portfolio  securities,   in  the  securities  of  open-end
investment  companies or (b) the purchase of shares of any investment company in
connection  with  a  merger,   consolidation,   reorganization  or  purchase  of
substantially all of the assets of another  investment  company.  Subject to the
above percentage limitations,  the Fund may, in connection with the John Hancock
Group of Funds Deferred  Compensation  Plan for Independent  Trustees,  purchase
securities of other investment companies within the John Hancock Group of Funds.

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

THOSE RESPONSIBLE FOR MANAGEMENT

The business of the Fund is managed by 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").

                                       10

<PAGE>
<TABLE>
<CAPTION>

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

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

                                       11

<PAGE>
<TABLE>
<CAPTION>

                                        Positions Held                         Principal Occupation(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
     <S>                                     <C>                                          <C>  
Dennis S. Aronowitz                     Trustee                                Professor of Law, Emeritus, Boston
1216 Falls Boulevard                                                           University School of Law (as of
Fort Lauderdale, FL  33327                                                     1996); Trustee, Brookline Savings
June 1931                                                                      Bank.

Richard P. Chapman, Jr.                 Trustee (1)                            President, Brookline Savings Bank
160 Washington Street                                                          (lending); Director, Lumber
Brookline, MA  02147                                                           Insurance Companies (fire and
February 1935                                                                  casualty insurance); Trustee,
                                                                               Northeastern University (education);
                                                                               Director, Depositors Insurance Fund,
                                                                               Inc. (insurance).

William J. Cosgrove                     Trustee                                Vice President, Senior Banker and
20 Buttonwood Place                                                            Senior Credit Officer, Citibank,
Saddle River, NJ  07458                                                        N.A. (retired September 1991);
January 1933                                                                   Executive Vice President, Citadel
                                                                               Group Representatives, Inc.; EVP
                                                                               Resource Evaluation, Inc.
                                                                               (consulting) (until October 1993);
                                                                               Trustee, the Hudson City Savings
                                                                               Bank (since 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.
</TABLE>

                                       12

<PAGE>
<TABLE>
<CAPTION>


                                        Positions Held                         Principal Occupation(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
    <S>                                      <C>                                          <C> 
Douglas M. Costle                       Trustee (1)                            Director, Chairman and Distinguished
RR2 Box 480                                                                    Senior Fellow, Institute for
Woodstock, VT  05091                                                           Sustainable Communities, Montpelier,
July 1939                                                                      Vermont (since 1991); Dean, Vermont
                                                                               Law School (until 1991); Director, 
                                                                               Air and Water Technologies (until  
                                                                               1996) (environmental services and  
                                                                               equipment), Niagara Mohawk Power   
                                                                               Corp. (electric services); Concept 
                                                                               Five Technologies (until 1997);    
                                                                               Mitretek Systems (governmental     
                                                                               consulting services); Conversion   
                                                                               Technologies, Inc.; Living         
                                                                               Technologies, Inc.                 
                                                                               

Leland O. Erdahl                        Trustee                                Vice President, Chief Financial
8046 Mackenzie Court                                                           Officer and Director of Amax Gold,
Las Vegas, NV  89129                                                           Inc.; Uranium Resources Corporation;
December 1928                                                                  Hecla Mining Company, Canyon
                                                                               Resources Corporation and Original
                                                                               Sixteen to One Mines, Inc.
                                                                               (1984-1987 and 1991-1995)
                                                                               (management consultant).

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

                                       13

<PAGE>
<TABLE>
<CAPTION>

                                         Positions Held                        Principal Occupation(s)
Name and Address                         With the Company                      During the Past Five Years
- ----------------                         ----------------                      --------------------------
     <S>                                      <C>                                          <C>   
Richard A. Farrell                       Trustee                               President of Farrell, Healer & Co.,
The Venture Capital Fund of New England                                        (venture capital management firm)
160 Federal Street                                                             (since 1980);  Prior to 1980, headed
23rd Floor                                                                     the venture capital group at Bank of
Boston, MA  02110                                                              Boston Corporation.
November 1932

Gail D. Fosler                           Trustee                               Senior Vice President and Chief
3054 So. Abingdon Street                                                       Economist, The Conference Board
Arlington, VA  22206                                                           (non-profit economic and business
December 1947                                                                  research); Director, Unisys Corp.;
                                                                               and H.B. Fuller Company.  Director,
                                                                               National Bureau of Economic Research
                                                                               (academic).

William F. Glavin                        Trustee                               President Emeritus, Babson College
120 Paget Court - John's  Island                                               (as  of  1997);  Vice  Chairman,  Xerox
Vero  Beach,  FL  32963                                                        Corporation (until June 1989);  
March 1932                                                                     Director, Caldor Inc., Reebok, Inc.
                                                                               (since 1994) and Inco Ltd.


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

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

                                       14

<PAGE>
<TABLE>
<CAPTION>


                                        Positions Held                         Principal Occupation(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
     <S>                                     <C>                                           <C>  
Dr. John A. Moore                       Trustee                                President and Chief Executive
Institute for Evaluating Health Risks                                          Officer, Institute for Evaluating
1629 K Street NW                                                               Health Risks, (nonprofit
Suite 402                                                                      institution) (since September 1989).
Washington, DC  20006-1602
February 1939

Patti McGill Peterson                   Trustee                                Executive Director, Council for
CIES                                                                           International Exchange of Scholars
3007 Tilden Street, N.W.                                                       (since January 1998), Vice
Washington, D.C.  20008                                                        President, Institute of
May 1943                                                                       International Education (since
                                                                               January 1998); Cornell Institute of
                                                                               Public Affairs, Cornell University 
                                                                               (until December 1997); President   
                                                                               Emerita of Wells College and St.   
                                                                               Lawrence University; Director,     
                                                                               Niagara Mohawk Power Corporation   
                                                                               (electric utility).                
                                                                               


John W. Pratt                           Trustee                                Professor of Business Administration
2 Gray Gardens East                                                            Emeritus, Harvard University
Cambridge, MA  02138                                                           Graduate School of Business
September 1931                                                                 Administration (as of June 1998).


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

                                       15

<PAGE>
<TABLE>
<CAPTION>


                                        Positions Held                         Principal Occupation(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
     <S>                                     <C>                                           <C> 
Richard S. Scipione *                   Trustee (1)                            General Counsel, John Hancock Life
John Hancock Place                                                             Company; Director, the Adviser,
P.O. Box 111                                                                   Advisers International, John Hancock
Boston, MA  02117                                                              Funds, John Hancock Distributors,
August 1937                                                                    Inc., Insurance Agency, Inc., John
                                                                               Hancock Subsidiaries, Inc., SAMCorp.
                                                                               and NM Capital; Director, The
                                                                               Berkeley Group; Director, JH
                                                                               Networking Insurance Agency, Inc.;
                                                                               Director, Signature Services (until
                                                                               January 1997).

Edward J. Spellman, CPA                 Trustee                                Partner, KPMG Peat Marwick LLP
259C Commercial Bld.                                                           (retired June 1990).
Ft. Lauderdale, FL  33308
November 1932

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


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

                                       16

<PAGE>
<TABLE>
<CAPTION>

                                        Positions Held                         Principal Occupation(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
     <S>                                     <C>                                           <C> 
James B. Little                         Senior Vice President and Chief        Senior Vice President, the Adviser,
101 Huntington Avenue                   Financial Officer                      The Berkeley Group, John Hancock
Boston, MA  02199                                                              Funds.
February 1935

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

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

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

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

                                       17

<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.  Boudreau and Scipione and Ms.
Hodsdon,  each a non-Independent  Trustee,  and each of the officers of the Fund
are  interested  persons of the  Adviser,  are  compensated  by the  Adviser and
receive no compensation from the Fund for their services.


                                                         Total Compensation From
                                                              the Fund and
                              Aggregate Compensation        John Hancock Fund 
Independent Trustees             From the Fund(1)        Complex to Trustees (2)
- --------------------             ----------------        -----------------------

Dennis J. Aronowitz                 $ 25,157                   $ 72,000
Richard P. Chapman+                   26,301                     75,000
William J. Cosgrove+                  25,157                     72,000
Douglas M. Costle                     26,301                     75,000
Leland O. Erdahl                      25,157                     72,000
Richard A. Farrell                    26,301                     75,000
Gail D. Fosler                        25,157                     72,000
William F. Glavin+                    25,128                     72,000
John A. Moore+                        25,157                     72,000
Patti McGill Peterson                 25,157                     72,000
John W. Pratt                         25,157                     72,000
Edward J. Spellman                    26,301                     75,000
                                   ---------                  ---------
Total                              $ 306,431                  $ 876,000
                                                            
1Compensation is for the fiscal year ended October 31, 1997.

2Total  compensation  paid by the John Hancock  Fund Complex to the  Independent
Trustees is for the calendar  year ended  December  31,  1997.  As of that date,
there were  sixty-seven  funds in the John  Hancock Fund  Complex,  with each of
these Independent Trustees serving on thirty-two funds.

+As of December  31,  1997,  the value of the  aggregate  accrued  deferred
compensation  amount  from all funds in the John  Hancock  Fund  Complex for Mr.
Chapman was $69,148, for Mr. Cosgrove was $167,829,  for Mr. Glavin was $193,514
and for Mr. Moore was $84,315 under the John Hancock Deferred  Compensation Plan
for Independent Trustees.

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
Trustees  of one or more of the other  funds for  which  the  Adviser  serves as
investment adviser.


As of  October  1,  1998,  the  officers  and  Trustees  of the  Fund as a group
beneficially owned less than 1% of the
outstanding shares.  As of that date, the following shareholders beneficially
owned 5% or more of the outstanding shares of the Fund listed below:

                                       18

<PAGE>




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

MLPF&S For The Sole Benefit Of Its             A                 12.23%
Customers
Attn: Fund Administration
4800 Deerlake Drive East
Jacksonville FL 32246-6484

MLPF&S For The Sole Benefit Of Its             B                 30.21%
Customers
Attn: Fund Administration
4800 Deerlake Drive East
Jacksonville FL 32246-6484


INVESTMENT ADVISORY AND OTHER SERVICES

The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603,
was  organized in 1968 and has more than $30 billion in assets under  management
in its capacity as investment adviser to the Fund and the other mutual funds and
publicly traded investment  companies in the John Hancock group of funds, having
a combined total of over 1,400,000 shareholders.  The Adviser is an affiliate of
the  Life  Company,   one  of  the  most  recognized  and  respected   financial
institutions in the nation. With total assets under management of more than $100
billion,  the Life Company is one of the ten largest life insurance companies in
the United  States,  and carries a high  rating from  Standard & Poor's and A.M.
Best.  Founded in 1862,  the Life Company has been serving  clients for over 130
years.

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


The Fund bears all costs of its  organization  and operation,  including but not
limited to  expenses  of  preparing,  printing  and  mailing  all  shareholders'
reports,  notices,  prospectuses,  proxy  statements  and reports to  regulatory
agencies;  expenses relating to the issuance,  registration and qualification of
shares;   government  fees;   interest   charges;   expenses  of  furnishing  to
shareholders  their account  statements;  taxes;  expenses of redeeming  shares;
brokerage  and  other  expenses   connected  with  the  execution  of  portfolio
securities  transactions;  expenses pursuant to the Fund's plan of distribution;
fees and expenses of custodians  including those for keeping books and accounts,
maintaining a committed  line of credit and  calculating  the net asset value of
shares;  fees and expenses of transfer  agents and dividend  disbursing  agents;
legal, accounting,  financial, management, tax and auditing fees and expenses of
the Fund (including an allowable 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.


                                       19

<PAGE>

As compensation for its services under the Advisory Agreement, the Fund pays the
Adviser  monthly a fee based on a stated  percentage of the average of the daily
net assets of the Fund as follows:

                  Net Asset Value                    Annual Rate
                  ---------------                    -----------

                  First $500,000,000                    0.80%
                  Amount over $500,000,000              0.75%

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

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

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

Under the Advisory  Agreement,  the Fund may use the name "John  Hancock" or any
name derived from or similar to it only for so long as the Advisory Agreement or
any extension,  renewal or amendment  thereof remains in effect. If the 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 Distribution Agreement (discussed
below) was  approved by all of the  Trustees.  The  Advisory  Agreement  and the
Distribution Agreement, will continue in effect from year to year, provided that
its  continuance  is approved  annually both (i) by the holders of a majority of
the outstanding voting securities of the Trust or by the Trustees, and (ii) by a
majority of the  Trustees who are not parties to the  Agreement  or  "interested
persons" of any such  parties.  Both  agreements  may be  terminated  on 60 days
written notice by any party or by vote of a majority of the  outstanding  voting
securities of the Fund and will terminate automatically if assigned.

                                       20

<PAGE>

For the fiscal years ended October 31, 1995, 1996 and 1997, the Fund paid the
Adviser fees of $7,644,892 $18,308,016 and $38,590,925, respectively.

Accounting and Legal Services Agreement.  The Trust, on behalf of the Fund, is a
party to an Accounting and Legal Services  Agreement with the Adviser.  Pursuant
to this agreement,  the Adviser  provides the Fund with certain tax,  accounting
and legal  services.  For the fiscal years ended October 31, 1997 and 1996,  the
Fund paid the Adviser  $936,142 and $176,938,  respectively,  for services under
this Agreement.

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

DISTRIBUTION CONTRACTS

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

Total  underwriting  commissions  for sales of the Fund's Class A shares for the
fiscal  periods  ended  October  31,  1997,  1996  and  1995  were  $13,953,243,
$9,917,365  and  $8,366,103,   respectively,  and  $2,179,219,   $1,595,850  and
$1,308,517,  respectively, were retained by John Hancock Funds in 1997, 1996 and
1995, respectively. The remainder of the underwriting commissions were reallowed
to selling brokers.

The Fund's Trustees adopted Distribution Plans with respect to Class A and Class
B shares (the "Plans"),  pursuant to Rule 12b-1 under the Investment Company Act
of 1940.  Under the Plans, the Fund will pay distribution and service fees at an
aggregate  annual  rate of up to 0.30% and  1.00%,  respectively,  of the Fund's
average  daily net assets  attributable  to shares of that class.  However,  the
service  fee will not  exceed  0.25% of the  Fund's  average  daily  net  assets
attributable  to each class of  shares.  The  distribution  fees will be used to
reimburse John Hancock Funds for its  distribution  expenses,  including but not
limited to: (i) initial and ongoing sales  compensation  to Selling  Brokers and
others (including  affiliates of John Hancock Funds) engaged in the sale of Fund
shares; (ii) marketing, promotional and overhead expenses incurred in connection


                                       21

<PAGE>

with the  distribution of Fund shares;  and (iii) with respect to Class B shares
only, interest expenses on unreimbursed  distribution expenses. The service fees
will be used to compensate Selling Brokers and others for providing personal and
account  maintenance  services to  shareholders.  In the event that John Hancock
Funds is not fully  reimbursed  for  payments or  expenses  they incur under the
Class A Plan,  these  expenses will not be carried beyond twelve months from the
date they were  incurred.  Unreimbursed  expenses under the Class B Plan will be
carried  forward  together  with  interest on the balance of these  unreimbursed
expenses.  The Fund does not treat unreimbursed  expenses under the Class B Plan
as a liability of the Fund because the Trustees may  terminate  the Class B Plan
at any time.  For the fiscal  year ended  October  31,  1997,  an  aggregate  of
$58,931,361 of  distribution  expenses or 1.55% of the average net assets of the
Class B shares of the Fund,  were not  reimbursed  or  recovered by John Hancock
Funds through the receipt of deferred  sales charges or Rule 12b-1 fees in prior
periods.

The Plans were approved by a majority of the voting  securities of the Fund. The
Plans and all amendments were approved by the Trustees,  including a majority of
the Trustees who are not  interested  persons of the Fund and who have no direct
or indirect  financial  interest in the operation of the Plans (the "Independent
Trustees"), by votes cast in person at meetings called for the purpose of voting
on 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 their
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 the 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 and Class B shares have exclusive voting rights with respect to the Plan
applicable  to their  respective  class of  shares.  In  adopting  the Plans the
Trustees  concluded  that, in their judgment,  there is a reasonable  likelihood
that the Plans will benefit the holders of the applicable class of shares of the
Fund.

Amounts paid to John  Hancock  Funds by any class of shares of the Fund will not
be used to pay the expenses  incurred  with respect to any other class of shares
of the Fund;  provided,  however,  that expenses  attributable  to the Fund as a
whole  will be  allocated,  to the extent  permitted  by law,  according  to 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
Funds.

During the fiscal year ended October 31, 1997,  the Fund paid John Hancock Funds
the following amounts of expenses with in connection with their services for the
Fund:

                                       22

<PAGE>
<TABLE>
<CAPTION>

                                                    Expense Items
                                                    -------------


                                          Printing and                                                 Interest,
                                          Mailing of                                                   Carrying, or
                                          Prospectuses        Compensation        Expenses of          other 
                                          to New              to Selling          John Hancock         Finance
                       Advertising        Shareholders        Brokers             Funds                Charges
                       -----------        ------------        -------             -----                -------
     <S>                   <C>                <C>               <C>                <C>                   <C>  
Class A Shares         $  448,655         $ 26,117            $ 1,618,284         $ 1,802,582          $--
Class B Shares         $3,602,267         $215,231            $12,294,689         $14,383,498          $7,640,082
</TABLE>

NET ASSET VALUE

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

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

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

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

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

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

                                       23

<PAGE>

INITIAL SALES CHARGE ON CLASS A SHARES

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

The sales  charges  applicable  to  purchases  of Class A shares of the Fund are
described in the Prospectus. Methods of obtaining 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 CDSC to various individuals and institutions as follows:

         o A  Trustee or officer of the Trust;  a Director or officer of the
         Adviser  and its  affiliates  or Selling  Brokers;  employees  or sales
         representatives of any of the foregoing; retired officers, employees or
         Directors of any of the  foregoing;  a member of the  immediate  family
         (spouse,  children,  grandchildren,  mother, father,  sister,  brother,
         mother-in-law,  father-in-law,   daughter-in-law,   son-in-law,  niece,
         nephew 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.

                                       24

<PAGE>


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


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

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

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

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

Combination  Privilege.  In calculating the sales charge applicable to purchases
of Class A shares  made at one time,  the  purchases  will be combined to reduce
sales charges if made by (a) an individual, his or her spouse and their children
under the age of 21, purchasing  securities for his or their own account,  (b) a
trustee or other  fiduciary  purchasing for a single trust,  estate or fiduciary
account and (c) groups  which  qualify  for the Group  Investment  Program  (see
below).   Further  information  about  combined  purchases,   including  certain
restrictions on combined group purchases,  is available from Signature  Services
or a Selling Broker's representative.

Accumulation Privilege.  Investors (including investors combining purchases) who
are  already  Class A  shareholders  may also  obtain the benefit of the reduced
sales charge by taking into account not only the amount then being  invested but
also the purchase  price or current  account  value of the Class A shares of all
John Hancock funds which carry a sales charge already held by such person. Class
A shares of John  Hancock  money  market  funds  will only be  eligible  for the
accumulation privilege if the investor has previously paid a sales charge on the
amount of those shares. 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.

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 also are  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

                                       25


<PAGE>

opt to make the necessary investments called for by the LOI over a forty-eight
(48) month period. These retirement plans include IRAs, SEP, SARSEP, 401(k),
403(b) (including TSAs), SIMPLE IRA, SIMPLE 401(k), Money Purchase Pension,
Profit Sharing and Section 457 plans. Non-qualified and retirement plans
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 invested during the specified period
from the date of the LOI or from a date within ninety (90) days prior thereto,
upon written request to Signature Services. The sales charge applicable to all
amounts invested under the LOI is computed as if the aggregate amount intended
to be invested had been invested immediately. If such aggregate amount is not
actually invested, the difference in the sales charge actually paid and the
sales charge payable had the LOI not been in effect is due from the investor.
However, for the purchases actually made within the specified period (either 13
or 48 months) the sales charge applicable will not be higher than that which
would have applied (including accumulations and combinations) had the LOI been
for the amount actually invested.

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

DEFERRED SALES CHARGE ON CLASS B SHARES

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

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


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


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

                                       26

<PAGE>

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

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

 Example:

You have  purchased  100  shares at $10 per share.  The  second  year after your
purchase,  your  investment's  net asset value per share has  increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment.
If you redeem 50 shares at this time your CDSC will be calculated as follows:

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

  *The appreciation is based on all 100 shares in the lot 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 shares,  such as the payment of  compensation  to select Selling Brokers
for selling Class B shares. The combination of the CDSC and the distribution and
service  fees  facilitates  the  ability  of the Fund to sell the Class B shares
without a sales charge being deducted at the time of the purchase.

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

For all account types:

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

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

*        Redemptions due to death or disability.  (Does not apply to trust 
         accounts unless trust is being dissolved.)

                                       27

<PAGE>


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

*        Redemption of shares where the proceeds are used to purchase a John 
         Hancock Declaration Variable annuity.

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

*        Redemptions  by Retirement  plans  participating  in Merrill Lynch 
         servicing programs,  if the  Plan has less  than $3  million  in 
         assets  or 500  eligible employees at the date the Plan  Sponsor  signs
         the Merrill  Lynch  Recordkeeping Service  Agreement.  See your Merrill
         Lynch  financial  consultant  for further information.

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

For Retirement  Accounts (such as IRA, SIMPLE IRA, 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 section
           401(a) (such as Money Purchase Pension Plans and  Profit-Sharing/
           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 reference.


                                       28

<PAGE>
<TABLE>
<CAPTION>

CDSC Waiver Matrix for Class B Funds
         <S>                  <C>               <C>             <C>               <C>              <C> 
- --------------------- ------------------ ----------------- --------------- ----------------- -----------------
Type of               401 (a) Plan       403 (b)           457             IRA, IRA          Non-
Distribution          (401 (k),                                            Rollover          retirement
                      MPP, PSP)
- --------------------- ------------------ ----------------- --------------- ----------------- -----------------
Death or              Waived             Waived            Waived          Waived            Waived
Disability
- --------------------- ------------------ ----------------- --------------- ----------------- -----------------
Over 701/2            Waived             Waived            Waived          Waived for        12% of     
                                                                           mandatory         account    
                                                                           distributions     value      
                                                                           or 12% of         annually   
                                                                           account value     in periodic
                                                                           annually in       payments   
                                                                           periodic          
                                                                           payments
- --------------------- ------------------ ----------------- --------------- ----------------- -----------------
Between 591/2         Waived             Waived            Waived          Waived for Life   12% of     
and 701/2                                                                  Expectancy or     account    
                                                                           12% of account    value      
                                                                           value annually    annually   
                                                                           in periodic       in periodic
                                                                           payments          payments   
- --------------------- ------------------ ----------------- --------------- ----------------- -----------------
Under 591/2           Waived for         Waived for        Waived for      Waived for        12% of 
                      annuity            annuity           annuity         annuity           account 
                      payments (72t)     payments (72t)    payments (72t)  payments (72t)    value
                      or 12% of          or 12% of         or 12% of       or 12% of         annually
                      account value      account value     account value   account value     in periodic
                      annually in        annually in       annually in     annually in       payments
                      periodic           periodic          periodic        periodic
                      payments           payments          payments        payments
- --------------------- ------------------ ----------------- --------------- ----------------- -----------------
Loans                 Waived             Waived            N/A             N/A               N/A
- --------------------- ------------------ ----------------- --------------- ----------------- -----------------
Termination of        Not Waived         Not Waived        Not Waived      Not Waived        N/A
Plan
- --------------------- ------------------ ----------------- --------------- ----------------- -----------------
Hardships             Waived             Waived            Waived          N/A               N/A
- --------------------- ------------------ ----------------- --------------- ----------------- -----------------
Return of             Waived             Waived            Waived          Waived            N/A
Excess
- --------------------- ------------------ ----------------- --------------- ----------------- -----------------
</TABLE>

If you qualify for a 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  shareholder  will incur a brokerage
charge.  Any such  securities  would be valued for the  purposes  of making such
payment at the same value as used in determining  net asset value.  The Fund has
elected to be governed by Rule 18f-1 under the  Investment  Company  Act.  Under
that rule,  the Fund must  redeem its shares for cash  except to the extent that
the redemption payments to any shareholder during any 90-day period would exceed
the lesser of $250,000 or 1% of the Fund's net asset value at the  beginning  of
such period.

ADDITIONAL SERVICES AND PROGRAMS

Exchange Privilege.  The Fund permits exchanges of shares of any class of a fund
for shares of the same class in any other John Hancock fund offering that class.

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

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

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

The Fund may refuse any exchange order. The Fund may 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 Class A or
Class B shares of the Fund could be disadvantageous to a shareholder  because of
the initial  sales  charge  payable on such  purchases of Class A shares and the
CDSC  imposed on  redemptions  of

                                       30

<PAGE>

Class B shares and because redemptions are taxable events. Therefore, a
shareholder should not purchase Class A or Class B shares at the same time a
Systematic Withdrawal Plan is in effect. The Fund reserves the right to modify
or discontinue the Systematic Withdrawal Plan of any shareholder on 30 days'
prior written notice to such shareholder, or to discontinue the availability of
such plan in the future. The shareholder may terminate the plan at any time by
giving proper notice to Signature Services.

Monthly Automatic Accumulation Program ("MAAP"). 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."

                                       31

<PAGE>

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).

DESCRIPTION OF THE FUND'S SHARES

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

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

Dividends paid by the Fund, if any, with respect to each class of shares will be
calculated in the same manner,  at the same time and on the same day and will be
in the same amount, except for differences resulting from the facts that (i) the
distribution and service fees relating to the Class A and Class B shares will be
borne   exclusively  by  that  class,  (ii)  Class  B  shares  will  pay  higher
distribution  and service fees than Class A shares and (iii) each of Class A and
Class B shares will bear any class expenses properly  allocable to that class of
shares,  subject to the conditions  the Internal  Revenue  Service  imposes with
respect to the  multiple-class  structures.  Similarly,  the net asset value per
share may vary depending on whether Class A or Class B shares are purchased.  No
interest will be paid on uncashed dividend or redemption checks.

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

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

                                       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 Trust.  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 by reason of being or having been a shareholder. The Declaration of Trust
also provides that no series of the Trust shall be liable for the liabilities of
any other series.  Furthermore,  no fund included in the Fund's prospectus shall
be liable for the  liabilities  of any other John  Hancock  Fund.  Liability  is
therefore  limited to  circumstances in which the Fund itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.

The Fund reserves the right to reject any  application  which conflicts with the
Fund's  internal  policies or the  policies of any  regulatory  authority.  John
Hancock Funds does not accept  starter,  credit card or third party checks.  All
checks  returned by the post office as  undeliverable  will be reinvested at net
asset  value in the fund or funds from which a  redemption  was made or dividend
paid. Use of information  provided on the account application may be used by the
Fund to verify the accuracy of the  information  or for  background or financial
history  purposes.  A joint account will be administered as a joint tenancy with
right of survivorship,  unless the joint owners notify  Signature  Services of a
different  intent.  A  shareholder's  account  is  governed  by the  laws of The
Commonwealth of Massachusetts.

TAX STATUS

Each series of the Trust,  including the Fund,  is treated as a separate  entity
for tax  purposes.  The Fund has qualified as a "regulated  investment  company"
under  Subchapter  M of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code"),  and intends to continue to so qualify for each taxable  year.  As such
and by  complying  with the  applicable  provisions  of the Code  regarding  the
sources of its income, the timing of its distributions,  and the diversification
of its assets, the Fund will not be subject to Federal income tax on 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 distribution requirements.


Distributions  from the  Fund's  current or  accumulated  earnings  and  profits
("E&P") will be taxable  under the Code for investors who are subject to tax. If
these  distributions  are  paid  from the  Fund's  "investment  company  taxable
income," they will be taxable as ordinary income;  and if they are paid from the
Fund's "net capital  gain," they will be taxable as 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 those  gains and losses  included in  computing  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.


                                       33

<PAGE>

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

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

Foreign  exchange  gains and  losses  realized  by the Fund in  connection  with
certain  transactions  involving foreign  currency-denominated  debt securities,
foreign currencies, or payables or receivables denominated in a foreign currency
are subject to Section 988 of the Code,  which  generally  causes such gains and
losses to be treated as  ordinary  income and losses and may affect the  amount,
timing and character of distributions  to shareholders.  Transactions in foreign
currencies  that are not directly  related to the Fund's  investment in stock or
securities,   including  speculative  currency  positions,  could  under  future
Treasury  regulations  produce income not among the types of "qualifying income"
from  which the Fund must  derive  at least  90% of its  gross  income  for each
taxable  year.  If the net foreign  exchange loss for a year treated as ordinary
loss under  Section  988 were to exceed the Fund's  investment  company  taxable
income computed without regard to such loss, the resulting overall ordinary loss
for such year would not be deductible by the Fund or its  shareholders in future
years.

The Fund may be  subject  to  withholding  and other  taxes  imposed  by foreign
countries  with  respect  to its  investments  in foreign  securities.  Some tax
conventions  between certain countries and the U.S. may reduce or eliminate such
taxes. Investors may be entitled to claim U.S. foreign tax credits or deductions
with respect to foreign income taxes or certain other foreign taxes  ("qualified
foreign taxes") paid by the Fund,  subject to certain provisions and limitations
contained in the Code,  only if, among other things,  more than 50% of the value
of the Fund's total assets at the close of any taxable year consists of stock or
securities of foreign  corporations.  The Fund anticipates that it normally will
not satisfy this 50% requirement and that,  consequently,  investors will not be
entitled  to any  foreign  tax  credits  or  deductions  with  respect  to their
investments in the Fund.

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 

                                       34

<PAGE>

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) in a transaction  that is treated as a sale
for tax  purposes,  a shareholder  may realize a taxable gain or loss  depending
upon the amount of the proceeds  and the  investor's  basis in his shares.  Such
gain or loss will be treated as capital  gain or loss if the shares are  capital
assets in the  shareholder's  hands.  A sales charge paid in purchasing  Class A
shares of the Fund cannot be taken into account for purposes of determining gain
or loss on the  redemption or exchange of such shares within 90 days after their
purchase  to the extent  shares of the Fund or  another  John  Hancock  Fund are
subsequently  acquired  without  payment  of a  sales  charge  pursuant  to  the
reinvestment or exchange  privilege.  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
extend that a capital  loss is carried  forward  from prior years  against  such
gain.  To  the  extent  such  excess  was  retained  and  not  exhausted  by the
carryforward  of prior  years'  capital  losses,  it would be subject to Federal
income tax in the hands of the Fund.  Upon proper  designation of this amount by
the Fund, each  shareholder  would be treated for Federal income tax purposes as
if such 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  of the  Fund.  Accordingly,  each
shareholder  would (a) include his pro rata share of such excess as 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 a
refund of, his pro rata share of the taxes paid by the Fund, and (c) be entitled
to increase the adjusted tax basis for his shares in the Fund by the  difference
between his pro rata share of such excess and his pro rata share of such taxes.

For Federal  income tax  purposes,  the Fund is permitted to carry forward a net
capital loss in any year to offset its own net capital gains, if any, during the
eight years following the year of the loss. To the extent subsequent net capital
gains are offset by such  losses,  they  would not result in Federal  income tax
liability to the Fund and, as noted above,  would not be  distributed as such to
shareholders. The Fund does not have any capital loss carryforwards.

                                       35

<PAGE>

For purposes of the  dividends  received  deduction  available to  corporations,
dividends  received by the Fund,  if any,  from U.S.  domestic  corporations  in
respect  of any share of stock  held by the Fund,  for U.S.  Federal  income tax
purposes,  for at least 46 days (91 days in the case of certain preferred stock)
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.  The Fund would generally have a portion of its distributions treated
as qualifying  dividends.  Corporate  shareholders  must meet the holding period
requirements  stated  above with  respect  to their  shares of the Fund for each
dividend in order to qualify for the  deduction  and, if they have any debt that
is deemed under the Code directly  attributable to such shares,  may be denied a
portion of the dividends  received  deduction.  The entire qualifying  dividend,
including the otherwise  deductible amount,  will be included in determining the
excess (if any) of a corporate  shareholder's adjusted current earnings over its
alternative  minimum taxable income,  which may increase its alternative minimum
tax liability,  if any.  Additionally,  any corporate shareholder should consult
its tax adviser  regarding the possibility  that its tax basis in its shares may
be  reduced,  for  Federal  income  tax  purposes,  by reason of  "extraordinary
dividends"  received  with  respect to the shares  and, to the extent such basis
would be  reduced  below  zero,  that  current  recognition  of income  would be
required.

Investment  in debt  obligations  that  are at risk  of or in  default  presents
special tax issues for any fund that holds these obligations.  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 if it acquires  such  obligations
in order to reduce the risk of distributing  insufficient income to preserve its
status as a regulated  investment  company and seek to avoid becoming subject to
Federal income or excise tax.

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 may also require
the Fund to  recognize  income or gain  without a  concurrent  receipt  of cash.
Additionally,  some countries restrict  repatriation which may make it difficult
or  impossible  for the Fund to obtain  cash  corresponding  to its  earnings or
assets in those countries. However, the Fund must distribute to shareholders for
each taxable  year  substantially  all of its net income and net capital  gains,
including such income or gain, to qualify as a regulated  investment company and
avoid  liability for any federal income or excise tax.  Therefore,  the Fund may
have to dispose of its portfolio securities under disadvantageous  circumstances
to generate cash, or borrow cash, to satisfy these distribution requirements.

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

                                       36

<PAGE>

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

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

Limitations imposed by the Code on regulated  investment companies like the Fund
may restrict the Fund's ability to enter into options transactions.

Certain  options  transactions  undertaken  by the  Fund may  cause  the Fund to
recognize  gains or losses from marking to market even though its positions have
not been sold or terminated  and affect the character as long-term or short-term
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 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 options transactions
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
gain.  Certain  options  transactions  may also  cause  the Fund to  dispose  of
investments   sooner  than  would   otherwise  have   occurred.   These  options
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
transactions   in  order  to  seek  to  minimize  any   potential   adverse  tax
consequences.

The  foregoing  discussion  relates  solely to U.S.  Federal  income  tax law as
applicable  toU.S.  persons (i.e.,  U.S. citizens or residents and U.S. domestic
corporations,  partnerships,  trusts or estates)  subject to tax under such law.
The discussion does not address special tax rules  applicable to certain classes
of investors,  such as tax-exempt entities,  insurance companies,  and financial
institutions.  Dividends, capital gain distributions,  and ownership of or gains
realized on the  redemption  (including  an exchange) of Fund shares may also be
subject to state and local  taxes.  Shareholders  should  consult  their own tax
advisers as to the  Federal,  state or local tax  consequences  of  ownership of
shares  of, and  receipt of  distributions  from,  the Fund in their  particular
circumstances.

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

                                       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

The average  annual  total  return on Class A shares for the 1 year,  5 year and
period from January 3, 1992  (commencement  of operations) to April 30, 1998 was
45.24%,  27.35% and 30.71%,  respectively.  The average  annual  total return on
Class B  shares  of the Fund for the 1 year,  5 year and 10 year  periods  ended
April 30, 1998 was 46.84%, 27.64% and 24.91%, respectively.

Total  return is  computed by finding the  average  annual  compounded  rates of
return over the designated 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 Class A or Class B shares, this
calculation  assumes  the  maximum  sales  charge  is  included  in the  initial
investment  or the CDSC  applied at the end of the  period,  respectively.  This
calculation  assumes that all dividends and  distributions are reinvested at net
asset value on the reinvestment dates during the period. The "distribution rate"
is determined by  annualizing  the result of dividing the declared  dividends of
the Fund  during the period  stated by the maximum  offering  price or net asset
value at the end of the  period.  Excluding  the Fund's  sales  charge  from the
distribution rate produces a higher rate.

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

From time to time,  in reports  and  promotional  literature,  the Fund's  total
return  and/or  yield 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 Russell and Wilshire Indices.

                                       38

<PAGE>

The Fund may advertise yield, where appropriate. The Fund's yield is computed by
dividing the net investment  income per share  determined for a 30 day period by
the maximum offering price per share (which includes a full sales charge,  where
applicable) on the last day of such period,  according to the following standard
formula:
                                                   
                            
                                                       6     
                             Yield = 2   ( [ (a-b) +1 ] -1 ) 
                                             _____           
                                              cd             
                            
Where:                                      
                  a=       dividends and interest earned during the period.
                  b=       net expenses accrued for 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).

Performance  rankings and ratings  reported  periodically in national  financial
publications  such as MONEY  Magazine,  FORBES,  BUSINESS  WEEK, THE WALL STREET
JOURNAL,  MICROPAL, INC., MORNINGSTAR,  STANGER'S and BARRON'S, etc. 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 performances.

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 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 officers of the Adviser,  will
offer the best  price and  market for the  execution  of each such  transaction.
Purchases from underwriters of portfolio  securities may include a commission or
commissions paid by the issuer and  transactions  with dealers serving as market
maker reflect a "spread." 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.

                                       39
<PAGE>

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

The Fund's  primary  policy is to execute all  purchases  and sales of portfolio
instruments  at the  most  favorable  prices  consistent  with  best  execution,
considering all of the costs of the transaction including brokerage commissions.
This policy governs the selection of brokers and dealers and the market in which
a transaction is executed.  Consistent with the foregoing  primary  policy,  the
Rules of Fair Practice of the National  Association of Securities Dealers,  Inc.
and 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
Company or other  advisory  clients of the Adviser,  and  conversely,  brokerage
commissions and spreads paid by other advisory clients of the Adviser may result
in research information and statistical  assistance  beneficial to the Fund. The
Fund  will  make no  commitment  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,  the policies and practices
of the Adviser in this regard must be  consistent  with the foregoing and at all
times be  subject to review by the  Trustees.  During  the  fiscal  years  ended
October 31, 1995, 1996 and 1997, the Fund paid $589,066, $937,631 and $1,443,493
in negotiated brokerage commissions.

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay to a broker which provides  brokerage and research  services to the Fund
an amount of disclosed  commission  in excess of the  commission  which  another
broker would have  charged for  effecting  that  transaction.  This  practice is
subject  to a good  faith  determination  by the  Trustees  that  such  price is
reasonable  in  light  of the  services  provided  and to such  policies  as the
Trustees may adopt from time to time.  During the fiscal year ended  October 31,
1997,  the Fund  directed  commissions  in the amount of  $70,175 to  compensate
brokers for research services such as industry, economic and company reviews and
evaluations of securities.

The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder of John Hancock Distributors,  Inc., a broker dealer ("Distributors"
or "Affiliated  Broker").  Pursuant to procedures determined by the Trustees and
consistent  with the above  policy of obtaining  best net results,  the Fund may
execute portfolio  transactions with or through Affiliated  Brokers.  During the
fiscal year ended October 31, 1997,  the Fund paid no brokerage  commissions  to
any Affiliated Broker.

                                       40
<PAGE>

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

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

TRANSFER AGENT SERVICES

John Hancock Signature  Services,  Inc., 1 John Hancock Way, Suite 1000, Boston,
MA 02217-1000,  a wholly-owned  indirect  subsidiary of the Life Company, is the
transfer  and  dividend  paying  agent  for the Fund.  The Fund  pays  Signature
Services  an annual fee of $19.00 for each Class A  shareholder  account  and of
$21.50  for  each  Class  B  shareholder  account,  plus  certain  out-of-pocket
expenses. These expenses are aggregated and charged to the Fund and allocated to
each class on the basis of their relative net asset values.

CUSTODY OF PORTFOLIO

Portfolio  securities  of the Fund are held  pursuant to a  custodian  agreement
between the Fund and  Investors  Bank & Trust  Company,  200  Clarendon  Street,
Boston,  Massachusetts 02116. Under the custodian agreement,  Investors Bank and
Trust Company performs custody, portfolio and fund accounting services.

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.


                                       41

<PAGE>                                                        

APPENDIX A

DESCRIPTION OF BOND RATINGS*

Moody's Bond ratings

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

         Bonds  which are rated  'Aa' are  judged to be of high  quality  by all
standards.  Together with the 'Aaa' group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins of
protection  may  not be as  large  as in  'Aaa'  securities  or  fluctuation  of
protective  elements may be of greater  amplitude or there may be other elements
present  which make the long term risks  appear  somewhat  larger  than in 'Aaa'
securities .
         Bonds which are rated 'A' possess many favorable investment  attributes
and are to be  considered  as upper medium  grade  obligations.  Factors  giving
security to principal and interest are  considered  adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

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

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

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

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



*As described by the rating companies themselves.


                                      A-1


<PAGE>


Standard & Poor's Bond ratings

         AAA.  This is the highest  rating  assigned by Standard & Poor's to a 
debt  obligation  and  indicates  an extremely strong capacity to pay principal
and interest.

         AA.  Bonds  rated AA also  qualify as  high-quality  debt  obligations.
Capacity to pay  principal  and interest is very strong,  and in the majority of
instances they differ from AAA issues only in small degree.

         A. Bonds rated A have a strong  capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

         BBB. Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest.  Whereas they normally  exhibit  protection  parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened  capacity to pay  principal  and interest for bonds in this  category
than for bonds in the A category.

         BB.  Debt rated BB has less  near-term  vulnerability  to default  than
other  speculative  issues.  However,  it faces major ongoing  uncertainties  or
exposure to adverse business,  financial or economic conditions which could lead
to inadequate  capacity to meet timely interest and principal  payments.  The BB
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied BBB- rating.

         B. Debt rated B has a greater  vulnerability  to default but  currently
has the capacity to meet  interest  payments and principal  repayments.  Adverse
business,  financial,  or economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay  principal.  The B rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
BB or BB- rating.

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

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

                                      A-2

<PAGE>                                                       


                            COMMERCIAL PAPER RATINGS

Moody's Commercial Paper Ratings

Moody's  ratings for commercial  paper are opinions of the ability of issuers to
repay  punctually  promissory  obligations  not having an  original  maturity in
excess of nine months.  Moody's two highest  commercial paper rating  categories
are as follows:

"P-1 -- "Prime-1"  indicates the highest quality repayment capacity of the rated
issues.

"P-2 -- "Prime-2"  indicates that the issuer has a strong capacity for repayment
of short-term promissory obligations. Earnings trends and coverage ratios, while
sound,  will be more  subjective to variation.  Capitalization  characteristics,
while still  appropriate,  may be more  affected by external  conditions.  Ample
alternate liquidity is maintained."

Standard & Poor's Commercial Paper Ratings

Standard & Poor's  commercial  paper  ratings  are  current  assessments  of the
likelihood  of timely  payment of debts  having an original  maturity of no more
than 365 days.  Standard & Poor's two highest commercial paper rating categories
are as follows:

"A-1 -- This  designation  indicates that the degree of safety  regarding timely
payment is very strong.  Those issues determined to possess  overwhelming safety
characteristics will be denoted with a plus (+) sign designation.

"A-2 -- Capacity for timely payment on issues with this  designation  is strong.
 However,  the relative  degree of safety is not as high as for issues
 designated A-1."


                                      A-3

<PAGE>

FINANCIAL STATEMENTS

The  financial  statements  listed  below are included in the Fund's 1997 annual
report  to   shareholder's   for  the  year  ended   October   31,  1997  (filed
electronically on January 5, 1998,  accession number  0001010521-98-000010)  and
are included in and  incorporated  by reference into Part B of the  Registration
Statement for John Hancock  Regional  Bank Fund (file no.  811-3999 and 2-90305)
and the Fund's 1998 semiannual  report to shareholder's for the year ended April
30,   1998   (filed   electronically   on  June  29,   1998   accession   number
0001010521-98-000183)  and are included in and  incorporated  by reference  into
Part B of the  Registration  Statement for John Hancock Regional Bank Fund (file
no. 811-3999 and 2-90305). .

John Hancock Investment Trust II
         John Hancock Regional Bank Fund

         Statement of Assets and Liabilities as of October 31, 1997 
         Statement of Operations for the year ended of October 31, 1997. 
         Statement of Changes in Net Asset for the period ended 
         October 31, 1997. 
         Financial Highlights for the period ended October 31, 1997.
         Schedule of Investments as of October 31, 1997.
         Notes to Financial Statements.
         Report of Independent Auditors.

         Statement of Assets and  Liabilities  as of April 30, 1998
         Statement of Operations for the year ended of April 30, 1998. 
         Statement of Changes in Net Asset for the period ended April 30, 1998.
         Financial Highlights for the period ended April 30, 1998. 
         Schedule of Investments as of April 30, 1998.
         Notes to Financial Statements.


                                      F-1



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