JOHN HANCOCK INVESTMENT TRUST II
497, 2000-07-03
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                                                                    John Hancock
                                                                    Equity Funds

                                                                      Prospectus


                                                                    July 1, 2000


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

                                                                   Balanced Fund
                                                                Core Equity Fund
                                                                Core Growth Fund
                                                                 Core Value Fund
                                                           Large Cap Growth Fund
                                                            Large Cap Value Fund
                                                             Mid Cap Growth Fund
                                                           Small Cap Growth Fund
                                                            Small Cap Value Fund
                                                        Sovereign Investors Fund

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

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

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

A fund-by-fund summary         Balanced Fund                                   4
of goals, strategies, risks,
performance and expenses.      Core Equity Fund                                6

                               Core Growth Fund                                8

                               Core Value Fund                                10

                               Large Cap Growth Fund                          12

                               Large Cap Value Fund                           14

                               Mid Cap Growth Fund                            16

                               Small Cap Growth Fund                          18

                               Small Cap Value Fund                           20

                               Sovereign Investors Fund                       22

Policies and instructions for  Your account
opening, maintaining and       Choosing a share class                         24
closing an account in any      How sales charges are calculated               24
equity fund.                   Sales charge reductions and waivers            25
                               Opening an account                             26
                               Buying shares                                  27
                               Selling shares                                 28
                               Transaction policies                           30
                               Dividends and account policies                 30
                               Additional investor services                   31

Further information on the     Fund details
equity funds.                  Business structure                             32
                               Financial highlights                           33

                               For more information                   back cover

<PAGE>

Overview
--------------------------------------------------------------------------------

FUND INFORMATION KEY

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

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

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

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

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

JOHN HANCOCK EQUITY FUNDS

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

WHO MAY WANT TO INVEST

These funds may be appropriate for investors who:

o     have longer time horizons

o     want to diversify their portfolios

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

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

Equity funds may NOT be appropriate if you:

o     are investing with a shorter time horizon in mind

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

RISKS OF MUTUAL FUNDS

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

THE MANAGEMENT TEAM

All John Hancock equity funds are managed by John Hancock Advisers, Inc. Founded
in 1968, John Hancock Advisers is a wholly owned subsidiary of John Hancock
Financial Services, Inc. and manages more than $30 billion in assets.


                                                                               3
<PAGE>

Balanced Fund

GOAL AND STRATEGY

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

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

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

Although the fund invests primarily in U.S. securities, it may invest up to 35%
of assets in foreign securities. The fund may also make limited use of certain
derivatives (investments whose value is based on indices, securities or
currencies).

In abnormal market conditions, the fund may temporarily invest extensively in
investment-grade short- term securities. In these and other cases, the fund
might not achieve its goal.

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

PORTFOLIO MANAGERS

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

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

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

PAST PERFORMACE


[Clip Art] The graph shows how the fund's total return has varied from year to
year, while the table shows performance over time (along with a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. All
figures assume dividend reinvestment. Past performance does not indicate future
results.


--------------------------------------------------------------------------------
 Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                          1993    1994    1995     1996    1997    1998    1999
                         11.38%  -3.51%  24.23%   12.13%  20.79%  14.01%   3.89%

2000 total return as of March 31: -3.99%


Best quarter: Q4 '98, 11.40%  Worst quarter: Q3 `99, -4.89%


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

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


4
<PAGE>

MAIN RISKS

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

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

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.

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

--------------------------------------------------------------------------------
 Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
 Management fee                               0.60%        0.60%        0.60%
 Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
 Other expenses                               0.32%        0.32%        0.32%
 Total fund operating expenses                1.22%        1.92%        1.92%

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

--------------------------------------------------------------------------------
 Expenses                        Year 1       Year 3       Year 5       Year 10
--------------------------------------------------------------------------------
 Class A                         $618         $868         $1,137       $1,903
 Class B - with redemption       $695         $903         $1,237       $2,061
         - without redemption    $195         $603         $1,037       $2,061
 Class C - with redemption       $392         $697         $1,126       $2,321
         - without redemption    $293         $697         $1,126       $2,321

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

FUND CODES

Class A
---------------------------------------
Ticker            SVBAX
CUSIP             47803P104
Newspaper         BalA
SEC number        811-0560
JH fund number    36

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

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


                                                                               5
<PAGE>

Core Equity Fund

GOAL AND STRATEGY

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

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

o     value, meaning they appear to be underpriced

o     improving fundamentals, meaning they show potential for strong growth

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

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

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

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

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

SUBADVISER

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

A subsidiary of John Hancock Financial
Services, Inc.

Founded in 1982

Supervised by the adviser

PAST PERFORMACE


[Clip Art] The graph shows how the fund's total return has varied from year to
year, while the table shows performance over time (along with a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. Beginning
May 1, 2000, a 1% front-end sales charge on Class C shares was imposed, which
would result in lower returns if reflected in these figures. All figures assume
dividend reinvestment. Past performance does not indicate future results.


--------------------------------------------------------------------------------
 Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                  1992    1993    1994    1995     1996    1997    1998    1999
                  9.01%  16.12%  -2.14%  37.20%   21.24%  29.19%  28.84%  12.37%

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

--------------------------------------------------------------------------------
 Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                 Life of    Life of     Life of
                         1 year      5 year      Class A    Class B     Class C
 Class A - began 6/10/91 6.74%       24.21%      17.50%     --          --
 Class B - began 9/7/95  6.59%       --          --         22.07%      --
 Class C - began 5/1/98  10.59%      --          --         --          12.74%
 Index                   21.03%      28.54%      19.80%     26.58%      19.84%

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


6
<PAGE>

MAIN RISKS

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

Large-capitalization stocks as a group could fall out of favor with the
market, causing the fund to underperform funds that focus on small- or
medium-capitalization stocks.

The fund's management strategy has a significant influence on fund
performance. If the investment research team's earnings estimates or projections
turn out to be inaccurate, or if the proprietary computer models do not perform
as expected, the fund could underperform its peers or lose money.

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.

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

--------------------------------------------------------------------------------
 Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
 Management fee                               0.74%        0.74%        0.74%
 Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
 Other expenses                               0.33%        0.33%        0.33%
 Total fund operating expenses                1.37%        2.07%        2.07%

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


--------------------------------------------------------------------------------
 Expenses                        Year 1       Year 3       Year 5       Year 10
--------------------------------------------------------------------------------
 Class A                         $633         $912         $1,212       $2,064
 Class B - with redemption       $710         $949         $1,314       $2,221
         - without redemption    $210         $649         $1,114       $2,221
 Class C - with redemption       $407         $742         $1,202       $2,476
         - without redemption    $308         $742         $1,202       $2,476


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

FUND CODES

Class A
---------------------------------------
Ticker            JHDCX
CUSIP             409902707
Newspaper         CoreEqA
SEC number        811-1677
JH fund number    25

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

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


                                                                               7
<PAGE>

Core Growth Fund

GOAL AND STRATEGY

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

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

o     value, meaning they appear to be underpriced

o     improving fundamentals, meaning they show potential for strong growth

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

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

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

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

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

SUBADVISER

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

A subsidiary of John Hancock Financial
Services, Inc.

Founded in 1982

Supervised by the adviser

PAST PERFORMACE

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

--------------------------------------------------------------------------------
 Class I year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                                   1996    1997    1998    1999
                                                  20.52%  36.22%  37.94%  20.00%

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


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


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


8
<PAGE>

MAIN RISKS

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

Large-capitalization stocks as a group could fall out of favor with the market,
causing the fund to underperform funds that focus on small- or
medium-capitalization stocks. Similarly, growth stocks could underperform value
stocks.

The fund's management strategy has a significant influence on fund performance.
If the investment research team's earnings estimates or projections turn out to
be inaccurate, or if the proprietary computer models do not perform as expected,
the fund could underperform its peers or lose money.

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

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


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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.

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

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

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

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

(1)   A $4.00 fee may be charged for wire redemptions.
(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."
(3)   Expense figures show the expenses for the past year adjusted to reflect
      any changes.


FUND CODES

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

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

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


                                                                               9
<PAGE>

Core Value Fund

GOAL AND STRATEGY

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

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

o     value, meaning they appear to be underpriced

o     improving fundamentals, meaning they show potential for strong growth

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

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

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

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

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

SUBADVISER

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

A subsidiary of John Hancock Financial
Services, Inc.

Founded in 1982

Supervised by the adviser

PAST PERFORMACE

[Clip Art] The graph shows how the fund's total return has varied from year to
year, while the table shows performance over time (along with a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. Class A average annual figures reflect sales charges.
Year-by-year and index figures do not reflect these charges and would be lower
if they did. In addition, 12b-1 fees were imposed beginning July 1, 2000 for
Class A shares and would result in lower returns if reflected in these figures.
All figures assume dividend reinvestment. Past performance does not indicate
future results.

--------------------------------------------------------------------------------
 Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                                   1996    1997    1998    1999
                                                  20.66%  30.63%  18.79%   4.65%

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

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

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


10
<PAGE>

MAIN RISKS

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

Large-capitalization stocks as a group could fall out of favor with the market,
causing the fund to underperform funds that focus on small- or
medium-capitalization stocks. Similarly, value stocks could underperform growth
stocks.

The fund's management strategy has a significant influence on fund performance.
If the investment research team's earnings estimates or projections turn out to
be inaccurate, or if the proprietary computer models do not perform as expected,
the fund could underperform its peers or lose money.

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

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

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.


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

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

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

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

(1)   A $4.00 fee may be charged for wire redemptions.
(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."
(3)   Expense figures show the expenses for the past year adjusted to reflect
      any changes.


FUND CODES

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

Class B
---------------------------------------
Ticker            --
CUSIP             410132815
Newspaper         --
SEC number        811-8852
JHfund number     188

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


                                                                              11
<PAGE>

Large Cap Growth Fund

GOAL AND STRATEGY


[Clip Art] The fund seeks long-term capital appreciation. To pursue this goal,
the fund normally invests at least 65% of assets in stocks of
large-capitalization companies (companies in the capitalization range of the
Standard & Poor's 500 Stock Index, which was $316 million to $553 billion as of
March 31, 2000).


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

o     strong cash flows

o     secure market franchises

o     sales growth that outpaces their industries

The fund generally invests in 30 to 60 U.S. companies that are diversified
across sectors. The fund has tended to emphasize, or overweight, certain sectors
such as health care, technology or consumer goods. These weightings may change
in the future.

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

The fund may invest in preferred stocks and other types of equities, and may
invest up to 15% of assets in foreign securities. The fund may also make limited
use of certain derivatives (investments whose value is based on indices,
securities or currencies).

In abnormal market conditions, the fund may temporarily invest extensively in
investment-grade short-term securities. In these and other cases, the fund might
not achieve its goal.

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

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

PORTFOLIO MANAGER

Team responsible for day-to-day
investment management

PAST PERFORMACE


[Clip Art] The graph shows how the fund's total return has varied from year to
year, while the table shows performance over time (along with a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. Beginning
May 1, 2000, a 1% front-end sales charge on Class C shares was imposed, which
would result in lower returns if reflected in these figures. All figures assume
dividend reinvestment. Past performance does not indicate future results.


--------------------------------------------------------------------------------
 Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999
-8.34%  41.68%    6.06%  13.03%  -7.50%  27.17%   20.40%  16.70%  26.42%  20.52%

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

--------------------------------------------------------------------------------
 Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                             Life of    Life of
                            1 year     5 year     10 year    Class B    Class C
 Class A                    14.48%     20.93%     14.02%     --         --
 Class B - began 1/3/94     14.73%     21.11%     --         16.08%     --
 Class C - began 6/1/98     18.69%     --         --         --         23.26%
 Index                      21.03%     28.54%     18.19%     23.55%     22.32%

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


12
<PAGE>

MAIN RISKS

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.

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

--------------------------------------------------------------------------------
 Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
 Management fee                               0.75%        0.75%        0.75%
 Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
 Other expenses                               0.30%        0.30%        0.30%
 Total fund operating expenses                1.35%        2.05%        2.05%

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

--------------------------------------------------------------------------------
 Expenses                        Year 1       Year 3       Year 5       Year 10
--------------------------------------------------------------------------------
 Class A                         $631         $906         $1,202       $2,043
 Class B - with redemption       $708         $943         $1,303       $2,200
         - without redemption    $208         $643         $1,103       $2,200
 Class C - with redemption       $405         $736         $1,192       $2,455
         - without redemption    $306         $736         $1,192       $2,455

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

FUND CODES

Class A
---------------------------------------
Ticker            JHNGX
CUSIP             409906302
Newspaper         LpCpGrA
SEC number        811-4630
JHfund number     20

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

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


                                                                              13
<PAGE>

Large Cap Value Fund

GOAL AND STRATEGY


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


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

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

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

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

The fund may invest up to 25% of assets in foreign securities (35% during
adverse U.S. market conditions). The fund may also make limited use of certain
derivatives (investments whose value is based on indices, securities or
currencies).

In abnormal market conditions, the fund may temporarily invest extensively in
investment-grade short-term securities. In these and other cases, the fund might
not achieve its goal.

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

PORTFOLIO MANAGERS

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

R. Scott Mayo, CFA
---------------------------------------
Joined team in 2000
Joined adviser in 1998
Began business career in 1993

PAST PERFORMACE


[Clip Art] The graph shows how the fund's total return has varied from year to
year, while the table shows performance over time (along with a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. Beginning
May 1, 2000, a 1% front-end sales charge on Class C shares was imposed, which
would result in lower returns if reflected in these figures. All figures assume
dividend reinvestment. Past performance does not indicate future results.


--------------------------------------------------------------------------------
 Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999
-0.44%  32.29%    6.02%   9.74%  -8.49%  36.74%   22.21%  36.71%  15.94%  37.89%

2000 total return as of March 31: 8.07%


Best quarter: Q4 '99, 31.65%  Worst quarter: Q3 '98, -12.95%


--------------------------------------------------------------------------------
 Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                             Life of    Life of
                            1 year     5 year     10 year    Class B    Class C
 Class A                    30.99%     28.25%     17.15%     --         --
 Class B - began 8/22/91    31.95%     28.49%     --         18.21%     --
 Class C - began 5/1/98     35.94%     --         --         --         21.33%
 Index                      21.03%     28.54%     18.19%     19.73%     19.84%

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


14
<PAGE>

MAIN RISKS

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

The fund's management strategy has a significant influence on fund performance.
Large-capitalization stocks as a group could fall out of favor with the market,
causing the fund to underperform investments that focus on small- or
medium-capitalization stocks. Similarly, value stocks could underperform growth
stocks. In addition, if the managers' securities selection strategies do not
perform as expected, the fund could underperform its peers or lose money.

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

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

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.

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

--------------------------------------------------------------------------------
 Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
 Management fee                               0.625%       0.625%       0.625%
 Distribution and service (12b-1) fees        0.25%        1.00%        1.00%
 Other expenses                               0.295%       0.295%       0.295%
 Total fund operating expenses                1.17%        1.92%        1.92%

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

--------------------------------------------------------------------------------
 Expenses                        Year 1       Year 3       Year 5       Year 10
--------------------------------------------------------------------------------
 Class A                         $613         $853         $1,111       $1,849
 Class B - with redemption       $695         $903         $1,237       $2,048
         - without redemption    $195         $603         $1,037       $2,048
 Class C - with redemption       $392         $697         $1,126       $2,321
         - without redemption    $293         $697         $1,126       $2,321

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

FUND CODES

Class A
---------------------------------------
Ticker            TAGRX
CUSIP             41013P103
Newspaper         LgCpVIA
SEC number        811-0560
JH fund number    50

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

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


                                                                              15
<PAGE>

Mid Cap Growth Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term capital appreciation. To pursue this goal,
the fund normally invests at least 80% of assets in stocks of
medium-capitalization companies (companies in the capitalization range of the
Russell Midcap Growth Index, which was $171 million to $66.54 billion as of
March 31, 2000).

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

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

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

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

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

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

In abnormal conditions, the fund may temporarily invest in U.S. government
securities with maturities of up to three years and more than 10% of assets in
cash or cash equivalents. In these and other cases, the fund might not achieve
its goal.

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

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

PORTFOLIO MANAGER

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

PAST PERFORMACE


[Clip Art] The graph shows how the fund's total return has varied from year to
year, while the table shows performance over time (along with broad-based market
indices for reference). This information may help provide an indication of the
fund's risks. The average annual figures reflect sales charges; the year-by-year
and index figures do not, and would be lower if they did. Beginning May 1, 2000,
a 1% front-end sales charge on Class C shares was imposed, which would result in
lower returns if reflected in these figures. All figures assume dividend
reinvestment. Past performance does not indicate future results.


--------------------------------------------------------------------------------
 Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                  1994    1995     1996    1997    1998    1999
                                 -8.76%  34.24%   29.05%   2.37%   6.53%  58.17%

2000 total return as of March 31: 12.79%


Best quarter: Q4 '99, 45.43%  Worst quarter: Q3 '98, -21.36%


--------------------------------------------------------------------------------
 Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                 Life of     Life of    Life of
                           1 year     5 year     Class A     Class B    Class C
 Class A - began 11/1/93   50.24%     23.19%     16.58%      --         --
 Class B - began 11/1/93   52.21%     23.44%     --          16.75%     --
 Class C - began 6/1/98    56.11%     --         --          --         34.27%
 Index 1                   21.03%     28.54%     23.07%      23.07%     22.32%
 Index 2                   18.23%     21.86%     17.21%      17.21%     36.63%

Index 1: Standard & Poor's 500 Stock Index, an unmanaged index of 500 stocks.
Index 2: Russell Midcap Growth Index, an unmanaged index containing those stocks
from the Russell Midcap Index with a greater-than-average growth orientation.


16
<PAGE>

MAIN RISKS

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.

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

--------------------------------------------------------------------------------
 Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
 Management fee                               0.80%        0.80%        0.80%
 Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
 Other expenses                               0.50%        0.50%        0.50%
 Total fund operating expenses                1.60%        2.30%        2.30%

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

--------------------------------------------------------------------------------
 Expenses                        Year 1       Year 3       Year 5       Year 10
--------------------------------------------------------------------------------
 Class A                         $655         $  980       $1,327       $2,305
 Class B - with redemption       $733         $1,018       $1,430       $2,461
         - without redemption    $233         $  718       $1,230       $2,461
 Class C - with redemption       $430         $  811       $1,318       $2,709
         - without redemption    $331         $  811       $1,318       $2,709

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

FUND CODES

Class A
---------------------------------------
Ticker            SPOAX
CUSIP             409906807
Newspaper         MdCpGrA
SEC number        811-4630
JH fund number    39

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

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


                                                                              17
<PAGE>

Small Cap Growth Fund

GOAL AND STRATEGY

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

The managers look for companies in the emerging growth phase of development that
are not yet widely recognized. The fund also may invest in established companies
that, because of new management, products or opportunities, offer the
possibility of accelerating earnings.

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

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

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

In abnormal conditions, the fund may temporarily invest in U.S. government
securities with maturities of up to three years and more than 10% of assets in
cash and cash equivalents. In these and other cases, the fund might not achieve
its goal.

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

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

PORTFOLIO MANAGERS

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

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

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

PAST PERFORMACE


[Clip Art] The graph shows how the fund's total return has varied from year to
year, while the table shows performance over time (along with broad-based market
indices for reference). This information may help provide an indication of the
fund's risks. The average annual figures reflect sales charges; the year-by-year
and index figures do not, and would be lower if they did. Beginning May 1, 2000,
a 1% front-end sales charge on Class C shares was imposed, which would result in
lower returns if reflected in these figures. All figures assume dividend
reinvestment. Past performance does not indicate future results.


--------------------------------------------------------------------------------
 Class B year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999
-1.15%  58.82%   12.13%  11.82%  -1.49%  42.13%   12.95%  14.45%  11.65%  63.62%

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

--------------------------------------------------------------------------------
 Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                             Life of    Life of
                            1 year     5 year     10 year    Class A    Class C
 Class A - began 8/22/91    56.65%     27.03%     --         20.50%     --
 Class B                    58.62%     27.25%     20.60%     --         --
 Class C - began 6/1/98     62.59%     --         --         --         45.00%
 Index 1                    21.26%     16.69%     13.40%     15.19%     7.92%
 Index 2                    43.09%     18.99%     13.51%     14.65%     22.94%

Index 1: Russell 2000 Index, an unmanaged index of 2,000 U.S.
small-capitalization stocks.
Index 2: Russell 2000 Growth Index, an unmanaged index containing those stocks
from the Russell 2000 Index with a greater-than-average growth orientation.


18
<PAGE>

MAIN RISKS

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

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.

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

--------------------------------------------------------------------------------
 Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
 Management fee                               0.75%        0.75%        0.75%
 Distribution and service (12b-1) fees        0.25%        1.00%        1.00%
 Other expenses                               0.34%        0.34%        0.34%
 Total fund operating expenses                1.34%        2.09%        2.09%

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

--------------------------------------------------------------------------------
 Expenses                        Year 1       Year 3       Year 5       Year 10
--------------------------------------------------------------------------------
 Class A                         $630         $903         $1,197       $2,032
 Class B - with redemption       $712         $955         $1,324       $2,229
         - without redemption    $212         $655         $1,124       $2,229
 Class C - with redemption       $409         $748         $1,212       $2,497
         - without redemption    $310         $748         $1,212       $2,497

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

FUND CODES

Class A
---------------------------------------
Ticker            TAEMX
CUSIP             478032105
Newspaper         SmCpGrA
SEC number        811-3392
JHfund number     60

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

Class C
---------------------------------------
Ticker            --
CUSIP             478032501
Newspaper         --
SEC number        811-3392
JHfund number     560


                                                                              19
<PAGE>

Small Cap Value Fund

GOAL AND STRATEGY

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

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

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

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

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

In abnormal market conditions, the fund may temporarily invest extensively in
investment-grade short-term securities. In these and other cases, the fund might
not achieve its goal.

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

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

PORTFOLIO MANAGERS

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

R. Scott Mayo, CFA
---------------------------------------
Joined team in 2000
Joined adviser in 1998
Began business career in 1993

PAST PERFORMACE


[Clip Art] The graph shows how the fund's total return has varied from year to
year, while the table shows performance over time (along with a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. Beginning
May 1, 2000, a 1% front-end sales charge on Class C shares was imposed, which
would result in lower returns if reflected in these figures. All figures assume
dividend reinvestment. Past performance does not indicate future results.


--------------------------------------------------------------------------------
 Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                  1994    1995     1996    1997    1998    1999
                                  7.81%  20.26%   12.91%  25.25%  -2.10%  98.25%

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

--------------------------------------------------------------------------------
 Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                  Life of    Life of    Life of
                            1 year     5 year     Class A    Class B    Class C
 Class A - began 1/3/94     88.27%     25.69%     22.54%     --         --
 Class B - began 1/3/94     92.03%     25.90%     --         22.67%     --
 Class C - began 5/1/98     95.94%     --         --         --         39.67%
 Index                      21.26%     16.69%     13.39%     13.39%     4.00%

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


20
<PAGE>

MAIN RISKS

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

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.

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

--------------------------------------------------------------------------------
 Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
 Management fee                               0.70%        0.70%        0.70%
 Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
 Other expenses                               0.54%        0.54%        0.54%
 Total fund operating expenses                1.54%        2.24%        2.24%

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

--------------------------------------------------------------------------------
 Expenses                        Year 1       Year 3       Year 5       Year 10
--------------------------------------------------------------------------------
 Class A                         $649         $  962       $1,297       $2,243
 Class B - with redemption       $727         $1,000       $1,400       $2,399
         - without redemption    $227         $  700       $1,200       $2,399
 Class C - with redemption       $424         $  793       $1,288       $2,649
         - without redemption    $325         $  793       $1,288       $2,649

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

FUND CODES

Class A
---------------------------------------
Ticker            SPVAX
CUSIP             409905700
Newspaper         SmCpVlA
SEC number        811-3999
JHfund number     37

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

Class C
---------------------------------------
Ticker            SPVCX
CUSIP             409905882
Newspaper         --
SEC number        811-3999
JHfund number     537


                                                                              21
<PAGE>

Sovereign Investors Fund


GOAL AND STRATEGY

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

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


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


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

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

In abnormal market conditions, the fund may temporarily invest extensively in
investment-grade short-term securities. In these and other cases, the fund might
not achieve its goal.

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

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

PORTFOLIO MANAGERS

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

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

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

PAST PERFORMACE


[Clip Art] The graph shows how the fund's total return has varied from year to
year, while the table shows performance over time (along with a broad-based
market index for reference). This information may help provide an indication of
the fund's risks. The average annual figures reflect sales charges; the
year-by-year and index figures do not, and would be lower if they did. Beginning
May 1, 2000, a 1% front-end sales charge on Class C shares was imposed, which
would result in lower returns if reflected in these figures. All figures assume
dividend reinvestment. Past performance does not indicate future results.


--------------------------------------------------------------------------------
 Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999
4.38%   30.48%    7.23%   5.71%  -1.85%  29.15%   17.57%  29.14%  15.62%   5.91%

2000 total return as of March 31: -6.02%


Best quarter: Q4 '98, 15.56%  Worst quarter: Q3 '90, -9.03%


--------------------------------------------------------------------------------
 Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                             Life of    Life of
                           1 year      5 year     10 year    Class B    Class C
 Class A                   0.60%       17.93%     13.23%     --         --
 Class B - began 1/3/94    0.20%       18.06%     --         14.55%     --
 Class C - began 5/1/98    4.17%       --         --         --         6.24%
 Index                     21.03%      28.54%     18.19%     23.55%     19.84%

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


22
<PAGE>

MAIN RISKS

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


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


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

o     Certain derivatives could produce disproportionate losses.

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

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

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

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.

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

--------------------------------------------------------------------------------
 Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
 Management fee                               0.54%        0.54%        0.54%
 Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
 Other expenses                               0.21%        0.21%        0.21%
 Total fund operating expenses                1.05%        1.75%        1.75%

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

--------------------------------------------------------------------------------
 Expenses                        Year 1       Year 3       Year 5       Year 10
--------------------------------------------------------------------------------
 Class A                         $602         $817         $1,050       $1,718
 Class B - with redemption       $678         $851         $1,149       $1,878
         - without redemption    $178         $551         $  949       $1,878
 Class C - with redemption       $375         $646         $1,039       $2,142
         - without redemption    $276         $646         $1,039       $2,142

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

FUND CODES

Class A
---------------------------------------
Ticker            SOVIX
CUSIP             47803P302
Newspaper         SvInvA
SEC number        811-0560
JH fund number    29

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

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


                                                                              23
<PAGE>

Your account

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

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

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

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

o     Distribution and service (12b-1) fees of 0.30% (0.25% for Large Cap Value
      and Small Cap Growth).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Class A and Class C Sales charges are as follows:

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

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

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

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

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

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


24 YOUR ACCOUNT
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

o     to make payments through certain systematic withdrawal plans

o     to make certain distributions from a retirement plan

o     because of shareholder death or disability

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


                                                                 YOUR ACCOUNT 25
<PAGE>

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

To utilize: contact your financial representative or Signature Services.

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

o     selling brokers and their employees and sales representatives

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

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

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

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

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

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

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

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

1     Read this prospectus carefully.

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

      o     non-retirement account: $1,000

      o     retirement account: $250

      o     group investments: $250

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

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

3     Complete the appropriate parts of the account application, carefully
      following the instructions. You must submit additional documentation when
      opening trust, corporate or power of attorney accounts. You must notify
      your financial representative or Signature Services if this information
      changes. For more details, please contact your financial representative or
      call Signature Services at 1-800-225-5291.

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

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


26  YOUR ACCOUNT
<PAGE>

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

By check

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

By exchange

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

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

By wire

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

            o Instruct your bank to
              wire the amount of your
              investment to:
                First Signature
                Bank & Trust
                Account # 900000260
                Routing # 211475000

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

By Internet

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

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

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

By phone

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

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

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

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

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

Phone Number: 1-800-225-5291

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

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


                                                                 YOUR ACCOUNT 27
<PAGE>

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

By letter

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

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

                                          o Mail the materials to Signature
                                            Services.

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

By Internet

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

By phone

[Clip Art]  o Most accounts.              o Call EASI-Line for automated service
                                            24 hours a day using your touch-tone
            o Sales of up to                phone at 1-800-338-8080.
              $100,000.
                                          o Call your financial representative
                                            or Signature Services between 8 A.M.
                                            and 4 P.M. Eastern Time on most
                                            business days.

By wire or electronic funds transfer (EFT)

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

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

By exchange

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

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

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

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


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


28 YOUR ACCOUNT
<PAGE>

Selling shares in writing In certain circumstances, you will need to make your
request to sell shares in writing. You may need to include additional items with
your request unless they were previously provided to Signature Services and are
still accurate. These items are shown in the table below. You may also need to
include a signature guarantee, which protects you against fraudulent orders. You
will need a signature guarantee if:

o     your address of record has changed within the past 30 days

o     you are selling more than $100,000 worth of shares

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

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

--------------------------------------------------------------------------------
Seller                                    Requirements for written requests
                                                                      [Clip Art]
--------------------------------------------------------------------------------

Owners of individual, joint or            o Letter of instruction.
UGMA/UTMA accounts (custodial
accounts for minors).                     o On the letter, the signatures of all
                                            persons authorized to sign for the
                                            account, exactly as the account is
                                            registered.

                                          o Signature guarantee if applicable
                                            (see above).

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

                                          o On the letter and the resolution,
                                            the signature of the person(s)
                                            authorized to sign for the account.

                                          o Signature guarantee if applicable
                                            (see above).

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

                                          o On the letter, the signature(s) of
                                            the trustee(s).

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

                                          o Signature guarantee if applicable
                                            (see above).

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

                                          o Signature guarantee if applicable
                                            (see above).

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

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

                                          o Signature guarantee if applicable
                                            (see above).

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

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

Phone Number: 1-800-225-5291

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


                                                                 YOUR ACCOUNT 29
<PAGE>

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

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

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

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

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

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

Telephone transactions For your protection, telephone requests may be recorded
in order to verify their accuracy. Also for your protection, telephone
redemption transactions are not permitted on accounts whose names or addresses
have changed within the past 30 days. Proceeds from telephone transactions can
only be mailed to the address of record.

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

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


Certificated shares The funds no longer issue share certificates. Shares are
electronically recorded. Any existing certificated shares can only be sold by
returning the certificated shares to Signature Services, along with a letter of
instruction or a stock power and a signature guarantee.


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

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

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

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

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

o     in all other circumstances, every quarter

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

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

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


30 YOUR ACCOUNT
<PAGE>

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

Taxability of dividends Dividends you receive from a fund, whether reinvested or
taken as cash, are generally considered taxable. Dividends from a fund's
short-term capital gains are taxable as ordinary income. Dividends from a fund's
long-term capital gains are taxable at a lower rate. Whether gains are
short-term or long-term depends on the fund's holding period. Some dividends
paid in January may be taxable as if they had been paid the previous December.

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

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

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

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

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

o     Complete the appropriate parts of your account application.

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

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

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

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

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

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

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


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



                                                                 YOUR ACCOUNT 31
<PAGE>

Fund details

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

The diagram below shows the basic business structure used by the John Hancock
equity funds. Each fund's board of trustees oversees the fund's business
activities and retains the services of the various firms that carry out the
fund's operations.

The trustees of the Balanced, Core Growth, Core Value, Large Cap Value, Mid Cap
Growth and Small Cap Growth funds have the power to change these funds'
respective investment goals without shareholder approval.

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

--------------------------------------------------------------------------------
 Fund                                                     % of net assets
--------------------------------------------------------------------------------


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


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

  Distribution and
shareholder services

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

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

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

                            John Hancock Funds, Inc.

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

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

                     John Hancock Signature Services, Inc.

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

                                                                        Asset
                                                                      management

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

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

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

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

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

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

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

                           Investors Bank & Trust Co.

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

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

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


32 FUND DETAILS
<PAGE>

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

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

Balanced Fund

Figures audited by Ernst & Young LLP.

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

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


                                                                 FUND DETAILS 33
<PAGE>

Balanced Fund continued

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

(1) Based on the average of the shares outstanding at the end of each month.
(2) Less than $0.01 per share.
(3) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(4) Class C shares began operations on May 1, 1999.
(5) Not annualized.
(6) Annualized.


34 FUND DETAILS
<PAGE>

Core Equity Fund

Figures audited by PricewaterhouseCoopers LLP.

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

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


                                                                 FUND DETAILS 35

<PAGE>

Core Equity Fund continued

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

(1)  Effective December 31, 1996, the fiscal year end changed from May 31 to
     December 31.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Not annualized.
(5)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.
(6)  Annualized.
(7)  Expense ratios do not include interest expense due to bank loans, which
     amounted to less than 0.01%.
(8)  Unreimbursed, without fee reduction.
(9)  Less than $0.01 per share.
(10) Class B shares began operations on September 7, 1995. Class C shares began
     operations on May 1, 1998.


36 FUND DETAILS
<PAGE>

Core Growth Fund

Figures audited by Deloitte & Touche LLP.


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

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


                                                                 FUND DETAILS 37
<PAGE>

Core Growth Fund continued

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

(1) Began operations on July 1, 1999.
(2) Based on the average of the shares outstanding at the end of each month.
(3) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(4) Not annualized.
(5) An estimated total return calculation, which does not take into
    consideration fee reductions by the adviser during the period shown.
(6) Annualized.
(7) Unreimbursed, without fee reduction.
(8) Adjusted expenses as a percentage of average net assets are expected to
    decrease and adjusted net income as a percentage of average net assets is
    expected to increase as the net assets of the fund grow.


38 FUND DETAILS
<PAGE>

Core Value Fund

Figures audited by Deloitte & Touche LLP.

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

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


                                                                 FUND DETAILS 39
<PAGE>

Core Value Fund continued

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

(1) Effective July 1, 1999, existing shares of the fund were designated Class A
    shares. The fund, which had previously only been sold to institutional
    investors, also became available for sale to individual investors.
(2) Class A shares began operations on October 2, 1995. Class B and Class C
    shares began operations on July 1, 1999.
(3) Based on the average of the shares outstanding at the end of each month.
(4) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(5) Not annualized.
(6) An estimated total return calculation that does not take into consideration
    fee reductions by the adviser during the periods shown.
(7) Annualized.
(8) Unreimbursed, without fee reduction.
(9) Adjusted expenses as a percentage of average net assets are expected to
    decrease and adjusted net income as a percentage of average net assets is
    expected to increase as the net assets of the fund grow.



40 FUND DETAILS
<PAGE>

Large Cap Growth Fund

Figures audited by Ernst & Young LLP.

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

<CAPTION>
---------------------------------------------------------------------------------------------
Class A - period ended:                                              10/98        10/99
---------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>
Per share operating performance
Net asset value, beginning of period                                $24.37       $22.27
Net investment income (loss)                                         (0.11)(2)    (0.17)(2)
Net realized and unrealized gain (loss) on investments                2.17         5.65
Total from investment operations                                      2.06         5.48
Less distributions:
   Distributions from net realized gain on investments sold          (4.16)       (2.71)
Net asset value, end of period                                      $22.27       $25.04
Total investment return at net asset value(3) (%)                     9.80        27.58
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                       381,591      484,196
Ratio of expenses to average net assets (%)                           1.40         1.35(6)
Ratio of net investment income (loss) to average net assets (%)      (0.50)       (0.70)
Portfolio turnover rate (%)                                            153(7)       183

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

<CAPTION>
---------------------------------------------------------------------------------------------
Class B - period ended:                                              10/98        10/99
---------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>
Per share operating performance
Net asset value, beginning of period                                $23.70       $21.38
Net investment income (loss)(2)                                      (0.25)       (0.31)
Net realized and unrealized gain (loss) on investments                2.09         5.38
Total from investment operations                                      1.84         5.07
Less distributions:
   Distributions from net realized gain on investments sold          (4.16)       (2.71)
Net asset value, end of period                                      $21.38       $23.74
Total investment return at net asset value(3) (%)                     9.04        26.70
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                       217,448      312,046
Ratio of expenses to average net assets (%)                           2.08         2.02(6)
Ratio of net investment income (loss) to average net assets (%)      (1.16)       (1.37)
Portfolio turnover rate (%)                                            153(7)       183

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

(1) Effective October 31, 1996, the fiscal year end changed from December 31 to
    October 31.
(2) Based on the average of the shares outstanding at the end of each month.
(3) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(4) Not annualized.
(5) Annualized.
(6) Expense ratios do not include interest expense due to bank loans, which
    amounted to less than 0.01%.
(7) Excludes merger activity.
(8) Class B and Class C shares began operations on January 3, 1994 and June 1,
    1998, respectively.


                                                                 FUND DETAILS 41
<PAGE>

Large Cap Value Fund

Figures audited by Ernst & Young LLP.

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

<CAPTION>
------------------------------------------------------------------------------------------
Class A - period ended:                                              12/98        12/99
------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>
Per share operating performance
Net asset value, beginning of period                                $19.32       $21.26
Net investment income (loss)(4)                                       0.16         0.09(3)
Net realized and unrealized gain (loss) on investments,
  financial futures contracts and foreign currency transactions       2.85         7.80
Total from investment operations                                      3.01         7.89
Less distributions:
   Distributions from net investment income                          (0.14)          --
   Distributions from net realized gain on investments sold          (0.93)       (2.13)
   Total distributions                                               (1.07)       (2.13)
Net asset value, end of period                                      $21.26       $27.02
Total investment return at net asset value(5) (%)                    15.94        37.89
Total adjusted investment return at net asset value(5,11) (%)        15.92           --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                       421,218      604,214
Ratio of expenses to average net assets (%)                           1.16(8)      1.17
Ratio of net investment income (loss) to average net assets (%)       0.79(8)      0.40
Portfolio turnover rate (%)                                             64          113

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

<CAPTION>
---------------------------------------------------------------------------------------
Class B - period ended:                                             12/98        12/99
---------------------------------------------------------------------------------------
<S>                                                               <C>          <C>
Per share operating performance
Net asset value, beginning of period                               $19.31       $21.20
Net investment income (loss)(4)                                      0.01        (0.07)
Net realized and unrealized gain (loss) on investments,
financial futures contracts and foreign currency transactions        2.84         7.75
Total from investment operations                                     2.85         7.68
Less distributions:
   Distributions from net investment income                         (0.03)          --
   Distributions from net realized gain on investments sold         (0.93)       (2.09)
   Total distributions                                              (0.96)       (2.09)
Net asset value, end of period                                     $21.20       $26.79
Total investment return at net asset value(5) (%)                   15.05        36.95
Total adjusted investment return at net asset value(5,11) (%)       15.03           --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      547,945      768,322
Ratio of expenses to average net assets (%)                          1.91(8)      1.88
Ratio of net investment income (loss) to average net assets (%)      0.05(8)     (0.31)
Portfolio turnover rate (%)                                            64          113
</TABLE>


42 FUND DETAILS
<PAGE>

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

(1)  On December 22, 1994, John Hancock Advisers, Inc. became the investment
     adviser of the fund.
(2)  Effective December 31, 1996, the fiscal year end changed from August 31 to
     December 31.
(3)  Class A has net investment income, because of its relatively lower class
     expenses as compared to other share classes.
(4)  Based on the average of the shares outstanding at the end of each month.
(5)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(6)  Not annualized.
(7)  Annualized.
(8)  Reflects voluntary management fee reduction in effect during the year ended
     December 31, 1998. As a result of such fee reductions, expenses of Class A,
     Class B and Class C shares of the fund reflect reductions of less than
     $0.01 per share. Absent such reductions, the ratio of expenses to average
     net assets would have been 1.18%, 1.93% and 1.94% for Class A, Class B and
     Class C shares, respectively, and the ratio of net investment income to
     average net assets would have been 0.77%, 0.03% and 0.26% for Class A,
     Class B and Class C shares, respectively.
(9)  Portfolio turnover rate excludes merger activity.
(10) Class C shares began operations on May 1, 1998.
(11) An estimated total return calculation which does not take into
     consideration fee reductions by the adviser during the periods shown.


                                                                 FUND DETAILS 43
<PAGE>

Mid Cap Growth Fund

Figures audited by PricewaterhouseCoopers LLP.

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

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

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

(1) Based on the average of the shares outstanding at the end of each month.
(2) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(3) Class C shares began operations on June 1, 1998.
(4) Not annualized.
(5) Annualized.


44 FUND DETAILS
<PAGE>

Small Cap Growth Fund

Figures audited by Ernst & Young LLP.

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

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

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

(1) All per share amounts and net asset values have been restated to reflect the
    four-for-one stock split effective May 1, 1998.
(2) On December 22, 1994, John Hancock Advisers, Inc. became the investment
    adviser of the fund.
(3) Based on the average of the shares outstanding at the end of each month.
(4) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(5) Expense ratios do not include interest expense due to bank loans, which
    amounted to less than $0.01 per share.
(6) Class C shares began operations on June 1, 1998.
(7) Not annualized.
(8) Annualized.


                                                                 FUND DETAILS 45
<PAGE>

Small Cap Value Fund

Figures audited by Ernst & Young LLP.

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

<CAPTION>
------------------------------------------------------------------------------------------------------
Class A - period ended:                                                         10/98(2)     10/99
------------------------------------------------------------------------------------------------------
<S>                                                                            <C>          <C>
Per share operating performance
Net asset value, beginning of period                                           $12.27       $10.82
Net investment income (loss)(3)                                                  0.02        (0.09)
Net realized and unrealized gain (loss) on investments                          (1.47)        6.67
Total from investment operations                                                (1.45)        6.58
Less distributions:
   Dividends from net investment income                                            --           --
   Distributions from net realized gain on investments sold                        --        (0.13)
   Total distributions                                                             --        (0.13)
Net asset value, end of period                                                 $10.82       $17.27
Total investment return at net asset value(4) (%)                              (11.82)(5)    61.39
Total adjusted investment return at net asset value(4,6) (%)                   (12.33)(5)    61.24
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                   22,528       51,746
Ratio of expenses to average net assets (%)                                      1.01(7)      1.39
Ratio of adjusted expenses to average net assets(8) (%)                          1.62(7)      1.54
Ratio of net investment income (loss) to average net assets (%)                  0.25(7)     (0.67)
Ratio of adjusted net investment income (loss) to average net assets(8) (%)     (0.36)(7)    (0.82)
Portfolio turnover rate (%)                                                        69          140
Fee reduction per share(3) ($)                                                   0.06         0.02

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

<CAPTION>
----------------------------------------------------------------------------------------------------
Class B -  period ended:                                                       10/98(2)     10/99
----------------------------------------------------------------------------------------------------
<S>                                                                           <C>          <C>
Per share operating performance
Net asset value, beginning of period                                          $12.21       $10.71
Net investment income (loss)(3)                                                (0.04)       (0.18)
Net realized and unrealized gain (loss) on investments                         (1.46)        6.58
Total from investment operations                                               (1.50)        6.40
Less distributions:
   Dividends from net investment income                                           --           --
   Distributions from net realized gain on investments sold                       --        (0.13)
   Total distributions                                                            --        (0.13)
Net asset value, end of period                                                $10.71       $16.98
Total investment return at net asset value(4) (%)                             (12.29)(5)    60.33
Total adjusted investment return at net asset value(4,6) (%)                  (12.80)(5)    60.18
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                  30,637       75,103
Ratio of expenses to average net assets (%)                                     1.71(7)      2.06
Ratio of adjusted expenses to average net assets(8) (%)                         2.32(7)      2.21
Ratio of net investment income (loss) to average net assets (%)                (0.45)(7)    (1.34)
Ratio of adjusted net investment income (loss) to average net assets(8) (%)    (1.06)(7)    (1.49)
Portfolio turnover rate (%)                                                       69          140
Fee reduction per share(3) ($)                                                  0.06         0.02
</TABLE>


46 FUND DETAILS
<PAGE>

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

(1) Class A and Class B shares began operations on January 3, 1994. Class C
    shares began operations on May 1, 1998.
(2) Effective October 31, 1998, the fiscal year end changed from December 31 to
    October 31.
(3) Based on the average of the shares outstanding at the end of each month.
(4) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(5) Not annualized.
(6) An estimated total return calculation that does not take into consideration
    fee reductions by the adviser during the periods shown.
(7) Annualized.
(8) Unreimbursed, without fee reduction.


                                                                 FUND DETAILS 47
<PAGE>

Sovereign Investors Fund

Figures audited by Ernst & Young LLP.

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

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

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

(1) Based on the average of the shares outstanding at the end of each month.
(2) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(3) Class C shares began operations on May 1, 1998.
(4) Not annualized.
(5) Annualized.


48 FUND DETAILS
<PAGE>

For more information

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

Annual/Semiannual Report to Shareholders

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

Statement of Additional Information (SAI)

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

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

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

By mail:

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

By phone: 1-800-225-5291

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

By TDD: 1-800-544-6713

On the Internet: www.jhfunds.com

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

In person: at the SEC's Public Reference Room in Washington, DC. For access to
the Reference Room call 1-202-942-8090

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

By electronic request:

[email protected]
(duplicating fee required)

On the Internet: www.sec.gov

[logo] JOHN HANCOCK FUNDS
       A Global Investment Management Firm

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

(C)2000 John Hancock Funds, Inc.
EQTPN 7/00
<PAGE>


                     John Hancock Financial Industries Fund

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


                                  July 1, 2000


This Statement of Additional Information provides information about John Hancock
Financial  Industries Fund (the "Fund") in addition to the  information  that is
contained in the combined Sector Funds' current Prospectus,  (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................................................       13
Those Responsible for Management.......................................       15
Investment Advisory and Other Services.................................       21
Distribution Contracts.................................................       23
Sales Compensation.....................................................       25
Net Asset Value........................................................       27
Initial Sales Charge on Class A Shares.................................       28
Deferred Sales Charge on Class B and Class C Shares....................       30
Special Redemptions....................................................       34
Additional Services and Programs.......................................       34
Purchases and Redemptions through Third Parties........................       36
Description of the Fund's Shares.......................................       36
Tax Status.............................................................       38
Calculation of Performance.............................................       43
Brokerage Allocation...................................................       44
Transfer Agent Services................................................       46
Custody of Portfolio...................................................       46
Independent Auditors...................................................       46
Appendix A- Description of Investment Risk.............................      A-1
Appendix B-Description of Bond Ratings.................................      B-1
Financial Statements...................................................      F-1



                                       1
<PAGE>


ORGANIZATION OF THE FUND

The Fund is a series of the Trust,  an open-end  investment  management  company
organized as a Massachusetts  business trust under the laws of the  Commonwealth
of Massachusetts.

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

INVESTMENT OBJECTIVE AND POLICIES

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

The  Fund's  investment  objective  is  capital  appreciation.   Under  ordinary
circumstances,  the Fund will invest at least 65% of its total  assets in equity
securities of financial services companies.  For this purpose, equity securities
include common and preferred stocks and their equivalents (including warrants to
purchase and securities convertible into such stocks).

A  financial  services  company is a firm that in its most  recent  fiscal  year
either (i)  derived at least 50% of its  revenues  or  earnings  from  financial
services  activities,  or  (ii)  devoted  at  least  50% of its  assets  to such
activities. Financial services companies provide financial services to consumers
and  businesses  and  include the  following  types of U.S.  and foreign  firms:
commercial banks,  thrift  institutions and their holding  companies;  financial
holding  companies;  consumer  and  industrial  finance  companies;  diversified
financial  services  companies;   investment  banks;  securities  brokerage  and
investment advisory firms;  financial technology companies;  real estate-related
firms; leasing firms; insurance brokerages; and various firms in all segments of
the insurance  industry  such as  multi-line,  property and  casualty,  and life
insurance companies and insurance holding companies.


The Fund has a fundamental investment restriction requiring at least 25% of its
total assets to be in the banking industry. A company is considered to be in the
banking industry if, in its most recent fiscal year, it either (i) derived at
least 50% of its revenues or earnings from banking activities, or (ii) devoted
at least 50% of its assets to such activities.


The Fund's  management  team invests in financial  services  companies  that are
currently  undervalued,  appear  to be  positioned  for a  merger,  or  are in a
position  to  benefit  from  regulatory  changes.  The  team  believes  that the
Gramm-Leach-Bliley  Act, which allows banks to acquire  investment and insurance
firms,  should reinforce the ongoing pattern of consolidation in the banking and
investment sectors.

Since the Fund's investments will be concentrated in the financial services
sector, it will be subject to risks in addition to those that apply to the
general equity and debt markets. Events may occur which significantly affect the
sector as a whole or a particular segment in which the Fund invests.
Accordingly, the Fund may be subject to greater market volatility than a fund
that does not concentrate in a particular economic sector or industry. Thus, it
is recommended that an investment in the Fund be only a portion of your overall
investment portfolio.


                                       2
<PAGE>


In  addition,  most  financial  services  companies  are  subject  to  extensive
governmental regulation which limits their activities and may (as with insurance
rate  regulation)  affect  the  ability  to earn a profit  from a given  line of
business.   Certain  financial  services   businesses  are  subject  to  intense
competitive pressures, including market share and price competition. The removal
of regulatory  barriers to  participation  in certain  segments of the financial
services  sector may also increase  competitive  pressures on different types of
firms. For example,  recent legislation  removing  traditional  barriers between
banking and investment  banking  activities will allow large commercial banks to
compete for business  that  previously  was the  exclusive  domain of securities
firms.  Similarly,  the removal of regional barriers in the banking industry has
intensified  competition within the industry. The availability and cost of funds
to financial  services  firms is crucial to their  profitability.  Consequently,
volatile  interest rates and general  economic  conditions can adversely  affect
their financial performance.

Financial  services  companies  in  foreign  countries  are  subject  to similar
regulatory and interest rate concerns.  In particular,  government regulation in
certain  foreign  countries  may  include  controls on  interest  rates,  credit
availability,  prices and currency movements. In some cases, foreign governments
have taken steps to  nationalize  the  operations  of banks and other  financial
services companies.

The Adviser  believes  that the  ongoing  deregulation  of many  segments of the
financial  services sector continues to provide new opportunities for issuers in
this sector. As deregulation of various financial services businesses  continues
and new segments of the financial  services  sector are opened to certain larger
financial  services  firms  formerly  prohibited  from doing  business  in these
segments,  (such  as  national  and  money  center  banks)  certain  established
companies in these market segments (such as regional banks or securities  firms)
may  become  attractive  acquisition  candidates  for the  larger  firm  seeking
entrance  into the  segment.  Typically,  acquisitions  accelerate  the  capital
appreciation of the shares of the company to be acquired.

In addition, financial services companies in growth segments (such as securities
firms during times of stock market expansion) or geographically  linked to areas
experiencing  strong economic growth (such as certain regional banks) are likely
to  participate  in and benefit from such growth  through  increased  demand for
their  products  and  services.  Many  financial  services  companies  which are
actively and  aggressively  managed and are expanding  services as  deregulation
opens  up new  opportunities  also  show  potential  for  capital  appreciation,
particularly in expanding into areas where  nonregulatory  barriers to entry are
low.

The Adviser will seek to invest in those financial services companies that it
believes are well positioned to take advantage of the ongoing changes in the
financial services sector. A financial services company may be well positioned
for a number of reasons. It may be an attractive acquisition for another company
wishing to strengthen its presence in a line of business or a geographic region
or to expand into new lines of business or geographic regions, or it may be
planning a merger to strengthen its position in a line of business or a
geographic area. The financial services company may be engaged in a line or
lines of business experiencing or likely to experience strong economic growth;
it may be linked to a geographic region experiencing or likely to experience
strong economic growth and be actively seeking to participate in such growth; or
it may be expanding into financial services or geographic regions previously
unavailable to it (due to an easing of regulatory constraints) in order to take
advantage of new market opportunities.


                                       3
<PAGE>


Investments  in Debt  Securities.  The Fund may  invest  in debt  securities  of
financial  services  companies  and in equity and debt  securities  of companies
outside of the financial  services  sector.  The Fund may invest up to 5% of its
net  assets  in  below-investment  grade  debt  securities  rated at the time of
purchase  as low as CCC by  Standard  & Poor's  Rating  Group  ("S&P") or Caa by
Moody's  Investor  Services,  Inc.  ("Moody's").  The Fund may invest in unrated
securities  which, in the opinion of the Adviser,  offer  comparable  yields and
risks to those securities which are rated.

To avoid the need to sell  equity  securities  in the Fund's  portfolio  to meet
redemption requests, and to provide flexibility to the Fund to take advantage of
investment  opportunities,  the Fund may  invest up to 15% of its net  assets in
short-term,  investment grade debt securities. Short-term debt securities have a
maturity of less than one year.  Investment  grade  securities  are rated at the
time  of  purchase  BBB or  higher  by S&P or Baa or  higher  by  Moody's.  Debt
securities include corporate obligations (such as commercial paper, notes, bonds
or debentures),  certificates of deposit,  deposit accounts,  obligations of the
U.S. Government, its agencies and instrumentalities,  and repurchase agreements.
When  the  Adviser  believes  that  financial  conditions  warrant,  it may  for
temporary  defensive  purposes  invest up to 80% of the  Fund's  assets in these
securities rated in the four highest categories of S&P or Moody's.

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 ratings are relative and
subjective and are not absolute standards of quality. These ratings will be used
by the Fund as initial criteria for the selection of debt securities.  Among the
factors which will be considered are the long-term  ability of the issuer to pay
principal and interest and general economic trends.  Appendix B contains further
information  concerning  the rating of Moody's  and S&P and their  significance.
Subsequent to its purchase by the Fund,  an issue of securities  may cease to be
rated,  or its rating may be reduced below minimum  required for purchase by the
Fund.  Neither of these  events will require the sale of the  securities  by the
Fund.

Investments  in  Foreign  Securities.  The  Fund  may  invest  directly  in  the
securities of foreign issuers as well as securities in the form of sponsored 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.

Foreign Currency Transactions. The Fund's foreign currency transactions may be
conducted on a spot (i.e., cash) basis at the spot rate for purchasing or
selling currency prevailing in the foreign exchange market.

The Fund may also enter into forward foreign currency exchange contracts to
enhance return, to hedge against fluctuations in currency exchange rates
affecting a particular transaction or portfolio position, or as a substitute for
the purchase or sale of a currency or assets denominated in that currency.
Forward contracts are agreements to purchase or sell a specified currency at a
specified future date and price set at the time of the contract. Transaction
hedging is the purchase or sale of forward foreign currency contracts with
respect to specific receivables or payables of the Fund accruing in connection
with the purchase and sale of its portfolio securities quoted or denominated in
the same or related foreign currencies. Portfolio hedging is the use of forward
foreign currency contracts to offset portfolio security positions denominated or
quoted in the same or related foreign currencies. The Fund may elect to hedge
less than all of its foreign portfolio positions as deemed appropriate by the
Adviser.


                                       4
<PAGE>


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

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

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

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

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

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


                                       5
<PAGE>


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 it enters into repurchase agreements.

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

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 accrued interest thereon)
under such agreements. In addition, the Fund will not borrow money or enter into
reverse repurchase agreements except for the following extraordinary or
emergency purposes (i) from banks for temporary or short-term purposes or for
the clearance of transactions in amounts not to exceed 33 1/3% of the value of
the Fund's total assets (including the amount borrowed) taken at market value;
(ii) in connection with redemption of Fund shares or to finance failed
settlement of portfolio trades without immediately liquidating portfolio
securities or other assets; and (iii) in order to fulfill commitments or plans
to purchase additional securities pending the anticipated sale of other
portfolio securities or assets. For purposes of this investment restriction, the
deferral of Trustees' fees and transactions in short sales, futures contracts,
options on futures contracts, securities or indices and forward commitment
transactions shall not constitute borrowing. 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.

                                       6
<PAGE>


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, which includes repurchase agreements maturing in
more than seven days, OTC options,  securities  that are not readily  marketable
and restricted  securities.  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  securities.  The Trustees have adopted guidelines and delegated 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 to the extent  that  qualified  institutional
buyers become for a time uninterested in purchasing these restricted securities.

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

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

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


                                       7
<PAGE>


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

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

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

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

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

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

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


                                       8
<PAGE>


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

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

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

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

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

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

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


                                       9
<PAGE>


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

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

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

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

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

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

The writing of a call option on a futures contract generates a premium which may
partially offset a decline in the value of the Fund's assets. By writing a call
option, the Fund becomes obligated, in exchange for the premium (upon exercise
of the option) to sell a futures contract if the option is exercised, which may
have a value higher than the exercise price. Conversely, the writing of a put


                                       10
<PAGE>


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

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

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

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

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

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

Perfect correlation between the Fund's futures positions and portfolio positions
will be impossible to achieve. In the event of an imperfect correlation between
a futures position and a portfolio position which is intended to be protected,
the desired protection may not be obtained and the Fund may be exposed to risk
of loss. In addition, it is not possible to hedge fully or protect against
currency fluctuations affecting the value of securities denominated in foreign
currencies because the value of such securities is likely to fluctuate as a
result of independent factors not related to currency fluctuations.


                                       11
<PAGE>


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

Lending Securities.  The Fund may lend portfolio securities to brokers, dealers,
and  financial  institutions  if the  loan  is  collateralized  by  cash or U.S.
Government securities according to applicable regulatory requirements.  The Fund
may reinvest  any cash  collateral  in  short-term  securities  and money market
funds.  When the  Fund  lends  portfolio  securities,  there is a risk  that the
borrower may fail to return the  securities  involved in the  transaction.  As a
result, the Fund may incur a loss or, in the event of the borrower's bankruptcy,
the Fund may be delayed in or prevented from liquidating the collateral. It is a
fundamental  policy of the Fund not to lend portfolio  securities having a total
value exceeding 33 1/3% of its total assets.

Rights  and  Warrants.  The Fund may  purchase  warrants  and  rights  which are
securities  permitting,  but  not  obligating,  their  holder  to  purchase  the
underlying securities at a predetermined price, subject to the Fund's Investment
Restrictions.  Generally,  warrants and stock purchase  rights do not carry with
them the right to receive  dividends or exercise  voting  rights with respect to
the underlying securities, and they do not represent any rights in the assets of
the issuer.  As a result, an investment in warrants and rights may be considered
to entail greater  investment risk than certain other types of  investments.  In
addition,  the value of warrants and rights does not necessarily change with the
value of the underlying securities, and they cease to have value if they are not
exercised  on or prior to their  expiration  date.  Investment  in warrants  and
rights increases the potential profit or loss to be realized from the investment
of a given  amount of the Fund's  assets as  compared  with  investing  the same
amount in the underlying stock.

Short  Sales.  The Fund may  engage in short  sales in order to  profit  from an
anticipated  decline  in the value of a  security.  The Fund may also  engage in
short sales to attempt to limit its exposure to a possible market decline in the
value of its portfolio  securities.  The Fund may sell short securities that are
not in the Fund's portfolio,  but which the Adviser believes possess  volatility
characteristics similar to those being hedged. To effect such a transaction, the
Fund must borrow the security sold short to make delivery to the buyer. The Fund
is then  obligated  to replace the  security  borrowed by  purchasing  it at the
market price at the time of  replacement.  Until the  security is replaced,  the
Fund is required to pay to the lender any accrued  interest  and may be required
to pay a premium.

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.

                                       12
<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.

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 of the lesser of (1) the holders of
67% or more of the Fund's  shares  represented  at a meeting if more than 50% of
the Fund's  outstanding shares are present in person or by proxy at that meeting
or (2) more than 50% of the Fund's outstanding shares.

The Fund may not:

1. Issue  senior  securities,  except as  permitted  by  paragraph 3 below.  For
purposes of this restriction,  the issuance of shares of beneficial  interest in
multiple classes or series, the deferral of Trustees' fees, the purchase or sale
of options,  futures contracts,  forward  commitments and repurchase  agreements
entered into in  accordance  with the Fund's  investment  policies or within the
meaning of paragraph 6 below, are not deemed to be senior securities.

2. Purchase  securities on margin or make short sales,  or unless,  by virtue of
its ownership of other  securities,  the Fund has the right to obtain securities
equivalent  in kind and  amount  to the  securities  sold  and,  if the right is
conditional, the sale is made upon the same conditions, except (i) in connection
with arbitrage  transactions,  (ii) for hedging the Fund's exposure to an actual
or anticipated  market decline in the value of its  securities,  (iii) to profit
from an anticipated decline in the value of a security,  and (iv) obtaining such
short-term  credits as may be necessary for the clearance of purchases and sales
of securities.


                                       13
<PAGE>


3. Borrow money,  except for the following  extraordinary or emergency purposes:
(i) from banks for  temporary  or  short-term  purposes or for the  clearance of
transactions  in amounts not to exceed 33 1/3% of the value of the Fund's  total
assets (including the amount borrowed) taken at market value; (ii) in connection
with the redemption of Fund shares or to finance failed settlements of portfolio
trades without immediately liquidating portfolio securities or other assets; and
(iii) in order to fulfill commitments or plans to purchase additional securities
pending  the  anticipated  sale of other  portfolio  securities  or assets.  For
purposes of this  investment  restriction,  the deferral of  Trustees'  fees and
transactions in short sales,  futures  contracts,  options on futures contracts,
securities or indices and forward  commitment  transactions shall not constitute
borrowing.

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

5.  Purchase or sell real  estate  except that the Fund may (i) acquire or lease
office space for its own use,  (ii) invest in  securities of issuers that invest
in real estate or interest therein,  (iii) invest in securities that are secured
by real estate or interests  therein,  (iv)  purchase and sell  mortgage-related
securities and (v) hold and sell real estate acquired by the Fund as a result of
the ownership of securities.

6.  Invest in  commodities,  except the Fund may  purchase  and sell  options on
securities,  securities  indices and currency,  futures contracts on securities,
securities  indices and currency and options on such  futures,  forward  foreign
currency exchange contracts,  forward commitments,  securities index put or call
warrants and repurchase  agreements  entered into in accordance  with the Fund's
investment policies.

7.  Make  loans,  except  that the Fund (1) may  lend  portfolio  securities  in
accordance with the Fund's investment policies up to 33 1/3% of the Fund's total
assets taken at market  value,  (2) enter into  repurchase  agreements,  and (3)
purchase  all  or  a  portion  of  an  issue  of  debt  securities,   bank  loan
participation  interests,  bank certificates of deposit,  bankers'  acceptances,
debentures  or other  securities,  whether or not the  purchase is made upon the
original issuance of the securities.

8. Purchase the securities of issuers conducting their principal activity in the
same industry if, immediately after such purchase,  the value of its investments
in such  industry  would exceed 25% of its total assets taken at market value at
the time of such  investment;  except that the Fund  intends to invest more than
25% of its total assets in the banking industry and will ordinarily  invest more
than 25% of its assets in the  financial  services  sector,  which  includes the
banking  industry.  This limitation does not apply to investments in obligations
of the U.S. Government or any of its agencies, instrumentalities or authorities.

9.          With respect to 75% of the Fund's total assets, purchase securities
of an issuer (other than the U.S. Government, its agencies, instrumentalities or
authorities), if:

         a. such purchase would cause more than 5% of the Fund's total assets
taken at market value to be invested in the securities of such issuer; or

         b. such purchase would at the time result in more than 10% of the
outstanding voting securities of such issuer being held by the Fund.


                                       14
<PAGE>


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

The Fund may not:

10. Participate on a joint-and-several  basis in any securities trading account.
The  "bunching"  of orders  for the sale or  purchase  of  marketable  portfolio
securities  with other  accounts  under the  management  of the  Adviser to save
commissions  or to average  prices among them is not deemed to result in a joint
securities trading account.

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

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

13.      Purchase  securities while outstanding  borrowings  (other than reverse
         repurchase  agreements)  exceed 5% of the Fund's total assets.

14.      Invest for the purpose of exercising control over or management of any
         company.

If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage resulting from a change in values of
portfolio securities or amounts of net assets will not be considered a violation
of any of the foregoing restrictions.


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


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").


                                       15
<PAGE>


<TABLE>
<CAPTION>

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

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


Maureen R. Ford *                Trustee, Vice Chairman,    President, Broker/Dealer
101 Huntington Avenue            President and Chief        Distributor, John Hancock Life
Boston, MA  02199                Executive Officer (1,2)    Insurance Company; Vice Chairman,
March 1950                                                  Director, President and Chief
                                                            Executive Officer, the Adviser, The
                                                            Berkeley Group, John Hancock Funds;
                                                            Chairman, Director and President,
                                                            Insurance Agency, Inc.; Chairman,
                                                            Director and Chief Executive
                                                            Officer, Sovereign Asset Management
                                                            Corporation (SAMCorp.); Senior Vice
                                                            President, MassMutual Insurance Co.
                                                            (until 1999); Senior Vice
                                                            President, Connecticut Mutual
                                                            Insurance Co. (until 1996).


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


                                       16
<PAGE>


                                 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); Director, Brookline
June 1931                                                   Bankcorp.

Richard P. Chapman, Jr.          Trustee (1)                Chairman, President, and Chief
160 Washington Street                                       Executive Officer, Brookline
Brookline, MA  02147                                        Bankcorp. (lending); Director,
February 1935                                               Lumber Insurance Companies (fire
                                                            and 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.;
                                                            Trustee, the Hudson City Savings
                                                            Bank (since 1995).

Leland O. Erdahl                 Trustee                    Director of Uranium Resources
279 Cielo Azul                                              Corporation, Hecla Mining Company,
Corrales, NM 87048                                          Canyon Resources Corporation and
December 1928                                               Apollo Gold, Inc.; Director
                                                            Original Sixteen to One Mines, Inc.
                                                            (until 1999); Management Consultant
                                                            (from 1984-1987 and 1991-1998);
                                                            Director, Freeport-McMoran Copper &
                                                            Gold, Inc. (until 1997); Vice
                                                            President, Chief Financial Officer
                                                            and Director of Amax Gold, Inc.
                                                            (until 1998).

Richard A. Farrell               Trustee                    President of Farrell, Healer & Co.,
The Venture Capital of                                      (venture capital management firm)
New England                                                 (since 1980); Prior to 1980, headed
70 Walnut Street, Suite 120                                 the venture capital group at Bank
Wellesley Hills, MA  02481                                  of Boston Corporation.
November 1932

Gail D. Fosler                   Trustee                    Senior Vice President and Chief
4104 Woodbine Street                                        Economist, The Conference Board
Chevy Chase, MD 20815                                       (non-profit economic and business
December 1947                                               research); Director, Unisys Corp.;
                                                            Director DHS Singapore (Financial
                                                            Services) H.B. Fuller Company; and
                                                            DBS Holdings (Singapore) (Banking
                                                            and Financial Services); Director,
                                                            National Bureau of Economic
                                                            Research (academic).


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


                                       17
<PAGE>


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

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.

Dr. John A. Moore                Trustee                    President and Chief Executive
1045 No Utah #310                                           Officer, Institute for Evaluating
Arlington, VA 22201                                         Health Risks, (nonprofit
February 1939                                               institution) (since September
                                                            1989).

Patti McGill Peterson            Trustee                    Executive Director, Council for
Council For International                                   International Exchange of Scholars
 Exchange of Scholars                                       (since January 1998), Vice
3007 Tilden Street, N.W.                                    President, Institute of
Washington, D.C.  20008                                     International Education (since
May 1943                                                    January 1998); Senior Fellow,
                                                            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
2 Gray Gardens East                                         Administration Emeritus, Harvard
Cambridge, MA  02138                                        University Graduate School of
September 1931                                              Business Administration (as of June
                                                            1998).

Richard S. Scipione *            Trustee (1)                General Counsel, John Hancock Life
John Hancock Place                                          Insurance Company; Director, the
P.O. Box 111                                                Adviser, John Hancock Funds,
Boston, MA  02117                                           Signator Investors, Inc., John
August 1937                                                 Hancock Subsidiaries, Inc.,
                                                            SAMCorp., NM Capital, The Berkeley
                                                            Group, JH Networking Insurance
                                                            Agency, Inc.; Insurance Agency,
                                                            Inc. (until June 1999), Signature
                                                            Services (until January 1997).

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


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


                                       18
<PAGE>


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

Osbert M. Hood                  Executive Vice President    Executive Vice President and Chief
101 Huntington Avenue           and Chief Financial         Financial Officer, each of the John
Boston, MA  02199               Officer (2)                 Hancock Funds; Executive Vice
August 1952                                                 President, Treasurer and Chief
                                                            Financial Officer of the Adviser,
                                                            the Berkeley Group, John Hancock
                                                            Funds, SAMCorp. And NM Capital;
                                                            Senior Vice President, Chief
                                                            Financial Officer and Treasurer,
                                                            Signature Services; Director
                                                            Indocam Japan Limited; Vice
                                                            President and Chief Financial
                                                            Officer, John Hancock Mutual Life
                                                            Insurance Company, Retail Sector
                                                            (until 1997).

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

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

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


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


The following table provides information  regarding the compensation paid by the
Fund and the other investment  companies in the John Hancock Fund Complex to the
Independent  Trustees  for their  services.  Messrs.  Brown and Scipione and Ms.
Ford, each a non-independent  Trustee,  and each of the officers of the Fund are
interested  persons of the Adviser,  and/or  affiliates  are  compensated by the
Adviser and receive no compensation from the Fund for their services.


                                       19
<PAGE>


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

Dennis S. Aronowitz                $   16,191             $  75,250
Richard P. Chapman, Jr.*               16,358                75,250
William J. Cosgrove*                   15,714                72,250
Douglas M. Costle (3)                  13,336                56,000
Leland O. Erdahl                       15,736                72,350
Richard A. Farrell                     16,358                75,250
Gail D. Fosler                         15,714                72,250
William F. Glavin*                     14,871                68,100
Dr. John A. Moore*                     15,736                72,350
Patti McGill Peterson                  16,379                75,350
John W. Pratt                          15,714                72,250
                                  -----------                ------
Total                              $ 172,107               $786,650

(1) Compensation is for the fiscal year ended October 31, 1999.

(2) Total compensation paid by the John Hancock Funds Complex to the Independent
Trustees is as of December  31,  1999.  As of this date,  there were  sixty-five
funds in the John Hancock Fund Complex,  with each of these Independent Trustees
serving on thirty-one funds.

(3) Mr. Costle retired as of December 31, 1999.

* As of December 31, 1999, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock Funds Complex for Mr.
Chapman was $112,162, Mr. Cosgrove was $224,553, Mr. Glavin was $342,213 and for
Dr. Moore was $283,877 under the John Hancock Group of Funds 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/or directors and/or Trustees of one or more of the other funds for which the
Adviser serves as investment adviser.

As of February 2, 2000, the officers and Trustees of the Trust as a group
beneficially owned less than 1% of the Fund's outstanding shares. On that date,
no person owned of record or beneficially as much as 5% of the outstanding
shares of the Fund.


                                       20
<PAGE>



                                                             Percentage of Total
                                                             outstanding Shares
                                                Class of     of the Class of
   Name Address of Shareholders                 Shares       the Fund
   ----------------------------                 --------     -------------------

MLPF&S For The Sole Benefit of Its Customers       A                14.52%
Attn: Fund Administration 97M23
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484

MLPF&S For The Sole Benefit of Its Customers       B                33.74%
Attn: Fund Administration 97M76
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484

MLPF&S For The Sole Benefit of Its Customers       C                27.33%
Attn: Fund Administration 97M76
4800 Deer Lake Drive East 2nd Fl
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 other funds in the John
Hancock group of funds, as well as retail and institutional privately managed
accounts. The Adviser is an affiliate of the Life Company, one of the most
recognized and respected financial institutions in the nation. With total assets
under management of more than $100 billion, the Life Company is one of the ten
largest life insurance companies in the United States, and carries a high rating
from Standard & Poor's and A.M. Best. Founded in 1862, the Life Company has been
serving clients for over 130 years.


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

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


                                       21
<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 its average  daily net
assets.  The  Adviser  retains the right to reimpose a fee and recover any other
payments to the extent that,  at the end of any fiscal year,  the Fund's  annual
expenses fall below this limit.

For the fiscal year ended  October 31, 1997,  the Adviser's  management  fee was
$4,842,498. After the expense reduction by the Adviser, the Fund paid management
fees for the period of  $3,171,442.  For the fiscal year ended  October 31, 1998
and 1999, the Fund paid a management fee of $24,120,423  and  $25,040,294 to the
Adviser.

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  the  Advisory  Agreement  relates,  except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Adviser in the  performance of its duties or from reckless  disregard by the
Adviser of its obligations and duties under the Advisory Agreement.

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.


                                       22
<PAGE>


Accounting and Legal Services Agreement.  The Trust, on behalf of the Fund, is a
party to an Accounting and Legal Services  Agreement with the Adviser.  Pursuant
to this agreement,  the Adviser  provides the Fund with certain tax,  accounting
and legal  services.  For the fiscal years ended October 31, 1997, 1998 and 1999
the Fund paid the Adviser  $110,155,  $521,376 and $539,115,  respectively,  for
services under this Agreement.

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

DISTRIBUTION CONTRACTS

The Fund has a  Distribution  Agreement  with  John  Hancock  Funds.  Under  the
agreement John Hancock Funds is obligated to use its best efforts to sell shares
of each  class  of the  Fund.  Shares  of the Fund  are  also  sold by  selected
broker-dealers  (the "Selling  Brokers")  which have entered into selling agency
agreements  with John Hancock  Funds.  These Selling  Brokers are  authorized to
designate  other  intermediaries  to receive  purchase and redemption  orders on
behalf of the Fund.  John Hancock Funds  accepts  orders for the purchase of the
shares  of the  Fund  that are  continually  offered  at net  asset  value  next
determined,  plus any applicable  sales charge,  if any. In connection  with the
sale of Fund shares, John Hancock Funds and Selling Brokers receive compensation
from a sales charge imposed, in the case of Class A shares, at the time of sale.
In the case of Class B or  Class C  shares,  the  broker  receives  compensation
immediately but John Hancock Funds is compensated on a deferred basis.

Total  underwriting  commissions  for sales of the Fund's Class A shares for the
fiscal years ended October 31, 1997, 1998 and 1999 were $12,457,549, $18,521,423
and  $2,952,139,  respectively,  and  $1,938,173,  $2,713,902  and $283,445 were
retained  by John  Hancock  Funds in  1997,  1998 and  1999,  respectively.  The
remainder of the underwriting commissions were reallowed to Selling Brokers.

The Fund's Trustees adopted Distribution Plans with respect to each class of
shares (the "Plans"), pursuant to Rule 12b-1 under the Investment Company Act of
1940. Under the Plans, the Fund will pay distribution and service fees at an
aggregate annual rate of up to 0.30% for Class A and 1.00% for Class B and Class
C shares of the Fund's average daily net assets attributable to shares of that
class. However, the service fee will not exceed 0.25% of the Fund's average
daily net assets attributable to each class of shares. The distribution fees
will be used to reimburse John Hancock Funds for 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 with the distribution of Fund shares; and (iii) with
respect to Class B and Class C shares only, interest expenses on unreimbursed
distribution expenses. The services fees will be used to compensate Selling


                                       23
<PAGE>


Brokers and others for providing personal and account maintenance services to
shareholders. In the event the John Hancock Funds is not fully reimbursed for
payments or expenses they incur under the Class A Plan, these expenses will not
be carried beyond twelve months from the date they were incurred. Unreimbursed
expenses under the Class B and Class C Plans will be carried forward together
with interest on the balance of these unreimbursed expenses. The Fund does not
treat unreimbursed expenses under the Class B and Class C Plans as a liability
of the Fund because the Trustees may terminate the Class B and/or Class C Plans
at any time. For the fiscal year ended October 31, 1999, an aggregate of $31,
656,236 of distribution expenses or 1.59% 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 the prior
periods. For the fiscal year ended October 31, 1999, an aggregate of $35,253 of
distribution expenses or 0.79% of the average net assets of the Class C 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.

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 a meeting  called for the
purpose of voting on such Plans.

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

The  Plans  provide  that  they  will  continue  in  effect  only so long as its
continuance is approved at least annually by a majority of both the Trustees and
the Independent Trustees.  The Plans provide that they may be terminated without
penalty, (a) by 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
day's 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, Class B and Class C shares have exclusive voting rights with
respect to the Plan applicable to their respective class of shares.  In adopting
the Plans, the Trustees concluded that, in their judgment, there is a reasonable
likelihood  that the Plans will benefit the holders of the  applicable  class of
shares of the Fund.

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

During the fiscal year ended October 31, 1999,  the Fund paid John Hancock Funds
the  following  amounts of expenses in  connection  with their  services for the
Fund.


                                       24
<PAGE>

<TABLE>
<CAPTION>


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

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

Class A               $   279,239      $    21,343           $  1,219,417     $   845,475           $         0
Class B               $ 3,556,667      $   174,166           $ 14,225,799     $ 5,537,457           $ 1,386,902
Class C               $     7,517      $       611           $          0     $    11,203           $         0


SALES COMPENSATION

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

The two primary  sources of  compensation  payments  are (1) 12b-1 fees that are
paid out of the fund's assets and (2) sales charges paid by investors. The sales
charges  and  12b-1  fees  are  detailed  in  the   prospectus   and  under  the
"Distribution  Contracts"  in this  Statement  of  Additional  Information.  The
portions of these  expenses that are reallowed to financial  services  firms are
shown on the next page.

Whenever  you make an  investment  in the  Fund,  the  financial  services  firm
receives a  reallowance,  as described  below.  The firm also receives the first
year's  service  fee at this  time.  Beginning  with the  second  year  after an
investment is made,  the financial  services firm receives an annual service fee
of 0.25% of its total  eligible fund net assets.  This fee is paid  quarterly in
arrears by the Fund.

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


                                       25
<PAGE>

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

Up to $49,999                   5.00%                   4.01%                    0.25%               4.25%
$50,000 - $99,999               4.50%                   3.51%                    0.25%               3.75%
$100,000 - $249,999             3.50%                   2.61%                    0.25%               2.85%
$250,000 - $499,999             2.50%                   1.86%                    0.25%               2.10%
$500,000 - $999,999             2.00%                   1.36%                    0.25%               1.60%

Regular investments
of Class A share of
$1 million or more (4)
----------------------

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


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

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


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

All amounts                                             3.75%                    0.25%               4.00%


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

Amounts purchased at NAV
                                --                      0.75%                    0.25%               1.00%
All other amounts               1.00%                   1.75%                    0.25%               2.00%
</TABLE>

(1)  Reallowance  percentages  and service fee  percentages  are calculated from
different amounts, and therefore may not equal total compensation percentages if
combined using simple addition.

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


                                       26
<PAGE>


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

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

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


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



NET ASSET VALUE

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

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

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

Short-term debt investments  which have a remaining  maturity of 60 days or less
are generally  valued at amortized  cost which  approximates  market  value.  If
market  quotations are not readily available or if in the opinion of the Adviser
any quotation or price is not  representative of 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 shares may be significantly affected on days when a shareholder has no
access to the Fund.


                                       27
<PAGE>


INITIAL SALES CHARGE ON CLASS A AND CLASS C SHARES


Shares of the Fund are offered at a price equal to their net asset value plus a
sales charge which, at the option of the purchaser, may be imposed either at the
time of purchase (the "initial sales charge alternative") or on a contingent
deferred basis (the "deferred sales charge alternative"). The fund no longer
issues share certificates. Shares are electronically recorded. The Trustees
reserve the right to change or waive the Fund's minimum investment requirements
and to reject any order to purchase shares (including purchase by exchange) when
in the judgment of the Adviser such rejection is in the Fund's best interest.


The sales  charges  applicable to purchases of Class A and Class C shares of the
Fund are  described  in the  Prospectus.  Methods of  obtaining a 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  of the Fund may be  offered  without a
front-end  sales charge or contingent  deferred sales charge ("CDSC") to various
individuals and institutions as follows:

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


                                       28
<PAGE>


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

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

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

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


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

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

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

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

Combination  Privilege.  In calculating the sales charge applicable to purchases
of Class A shares  made at one time,  the  purchases  will be combined to reduce
sales charges if made by (a) an individual, his or her spouse and their children
under the age of 21, purchasing  securities for his or their own account,  (b) a
trustee or other  fiduciary  purchasing for a single trust,  estate or fiduciary
account and (c) groups  which  qualify  for the Group  Investment  Program  (see
below). A company's (not an individual's) qualified and non-qualified retirement
plan  investments can be combined to take advantage of this  privilege.  Further
information about combined purchases, including certain restrictions on combined
group  purchases,  is available  from Signature  Services or a Selling  Broker's
representative.

Accumulation Privilege. Investors (including investors combining purchases) who
are already Class A shareholders may also obtain the benefit of the reduced
sales charge by taking into account not only the amount being invested but also
the investor's purchase price or current value of the Class A shares of all John
Hancock funds which carry a sales charge already held by such person. Class A
shares of John Hancock money market funds will only be eligible for the
accumulation privilege if the investor has previously paid a sales charge on the
amount of those shares. Retirement plan investors may include the value of Class
B shares if Class B shares held are greater than $1 million. Retirement plans
must notify Signature Services to utilize. A company's (not an individual's)
qualified and non-qualified retirement plan investments can be combined to take
advantage of this privilege.


                                       29
<PAGE>


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


Letter of Intention. Reduced sales charges are also applicable to investments
pursuant to a Letter of Intention (the "LOI"), which should be read carefully
prior to its execution by an investor. The Fund offers two options regarding the
specified period for making investments under the LOI. All investors have the
option of making their investments over a specified period of thirteen (13)
months. Investors who are using the Fund as a funding medium for a retirement
plan, however, may opt to make the necessary investments called for by the LOI
over a forty-eight (48) month period. These retirement plans include traditional
and Roth IRAs, SEP, SARSEP, 401(k), 403(b) (including TSAs), SIMPLE IRA, SIMPLE
401(k), Money Purchase Pension, Profit Sharing and Section 457 plans. An
individual's non-qualified and qualified retirement plan investments cannot be
combined to satisfy LOI of 48 months. Such an investment (including
accumulations and combinations but not including reinvested dividends) must
aggregate $50,000 or more during the specified period from the date of the LOI
or from a date within ninety (90) days prior thereto, upon written request to
Signature Services. The sales charge applicable to all amounts invested under
the LOI is computed as if the aggregate amount intended to be invested had been
invested immediately. If such aggregate amount is not actually invested, the
difference in the sales charge actually paid and the sales charge payable had
the LOI not been in effect is due from the investor. However, for the purchases
actually made within the specified period (either 13 or 48 months) the sales
charge applicable will not be higher than that which would have applied
(including accumulations and combinations) had the LOI been for the amount
actually invested.


The LOI  authorizes  Signature  Services to hold in escrow a 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 AND CLASS C SHARES

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

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


                                       30
<PAGE>


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

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

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

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

Example:

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

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

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

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


                                       31
<PAGE>


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

For all account types:

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

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

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

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

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

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

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

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

For Retirement  Accounts (such as traditional and Roth IRAs, SIMPLE IRAs, SIMPLE
401(k),  Rollover IRA, TSA, 457,  403(b),  401(k),  Money Purchase Pension Plan,
Profit-Sharing  Plan and other plans as described in the Internal  Revenue Code)
unless otherwise noted.

*        Redemptions made to effect mandatory or life expectancy distributions
         under the Internal Revenue Code.

*        Returns of excess contributions made to these plans.


*        Redemptions   made  to  effect   distributions   to   participants   or
         beneficiaries from employer  sponsored  retirement plans under sections
         401(a) (such as Money Purchase Pension Plans and  Profit-Sharing/401(k)
         Plans), 457 and 408 (SEPs and SIMPLE IRAs of the Internal Revenue Code.




                                       32
<PAGE>


*        Redemptions from certain IRA and retirement plans that purchased shares
         prior to October 1, 1992 and certain purchased shares prior to
         May 15, 1995.

Please see matrix for some examples.

<TABLE>
<CAPTION>

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

----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Type of                 401 (a) Plan      403 (b)           457              IRA, IRA          Non-retirement
Distribution            (401 (k), MPP,                                       Rollover
                        PSP) 457 & 408
                        (SEPs & Simple
                        IRAs)
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Death or Disability     Waived            Waived            Waived           Waived            Waived
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Over 70 1/2             Waived            Waived            Waived           Waived for        12% of account
                                                                             mandatory         value annually
                                                                             distributions     in periodic
                                                                             or 12% of         payments
                                                                             account value
                                                                             annually in
                                                                             periodic
                                                                             payments.
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Between 59 1/2          Waived            Waived            Waived           Waived for Life   12% of account
and 70 1/2                                                                   Expectancy or     value annually
                                                                             12% of account    in periodic
                                                                             value annually    payments
                                                                             in periodic
                                                                             payments.
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Under 59 1/2            Waived for        Waived for        Waived for       Waived for        12% of account
(Class B only)          annuity           annuity           annuity          annuity           value annually
                        payments (72t)    payments (72t)    payments (72t)   payments (72t)    in periodic
                        or 12% of         or 12% of         or 12% of        or 12% of         payments
                        account value     account value     account value    account value
                        annually in       annually in       annually in      annually in
                        periodic          periodic          periodic         periodic
                        payments.         payments.         payments.        payments.
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Loans                   Waived            Waived            N/A              N/A               N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Termination of Plan     Not Waived        Not Waived        Not Waived       Not Waived        N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Hardships               Waived            Waived            Waived           N/A               N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Qualified Domestic      Waived            Waived            Waived           N/A               N/A
Relations Orders
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Termination of          Waived            Waived            Waived           N/A               N/A
Employment Before
Normal Retirement Age
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Return of Excess        Waived            Waived            Waived           Waived            N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
</TABLE>


                                       33
<PAGE>


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.

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,
however,  elected to be governed by Rule 18f-1 under the Investment Company Act.
Under that rule,  the Fund must  redeem its shares for cash except to the extent
that the redemption  payments to any shareholder  during any 90-day period would
exceed  the  lesser of  $250,000  or 1% of the  Fund's  net  asset  value at the
beginning of such period.

ADDITIONAL SERVICES AND PROGRAMS

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

Exchanges  between funds with shares that are not subject to a CDSC are based on
their  respective  net asset values.  No sales charge or  transaction  charge is
imposed.  Shares of the Fund which are subject to a CDSC may be  exchanged  into
shares of any of the other John Hancock funds that are subject to a CDSC without
incurring the CDSC; however,  the shares acquired in an exchange will be subject
to the CDSC schedule of the shares acquired if and when such shares are redeemed
(except that shares  exchanged into John Hancock 500 Index Fund and John Hancock
Intermediate  Government  Fund will retain the exchanged  fund's CDSC schedule).
For purposes of computing the CDSC payable upon redemption of shares acquired in
an exchange,  the holding period of the original  shares is added to the holding
period of the shares acquired in an exchange.

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

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

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

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

Systematic Withdrawal Plan. The Fund permits the establishment of a Systematic
Withdrawal Plan. Payments under this plan represent proceeds arising from the
redemption of Fund shares which may result in realization of gain or loss for
purposes of Federal, state and local income taxes. The maintenance of a
Systematic Withdrawal Plan concurrently with purchases of additional shares of
the Fund could be disadvantageous to a shareholder because of the initial sales


                                       34
<PAGE>


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

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."


                                       35
<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).

PURCHASES AND REDEMPTIONS THROUGH THIRD PARTIES

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

DESCRIPTION OF THE FUND'S SHARES

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

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

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


                                       36
<PAGE>


 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 in the
Prospectus.

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

Under Massachusetts law,  shareholders of a Massachusetts  business trust could,
under certain  circumstances,  be held personally liable for acts or obligations
of the Trust.  However,  the Fund's  Declaration  of Trust  contains  an express
disclaimer  of  shareholder  liability for acts,  obligations  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 this Fund's prospectus shall
be liable for the  liabilities  of any other John  Hancock  fund.  Liability  is
therefor  limited to  circumstances  in which the Fund itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.

The Fund reserves the right to reject any  application  which conflicts with the
Fund's  internal  policies or the  policies of any  regulatory  authority.  John
Hancock Funds does not accept  starter,  credit card or third party checks.  All
checks  returned by the post office as  undeliverable  will be reinvested at net
asset  value in the fund or funds from which a  redemption  was made or dividend
paid. Information provided on the account application may be used by the Fund to
verify the accuracy of the  information or for  background or financial  history
purposes.  A joint account will be administered as a joint tenancy with right of
survivorship,  unless the joint owners notify Signature  Services of a different
intent.  A shareholder's  account is governed by the laws of The Commonwealth of
Massachusetts. For telephone transactions, the transfer agent will take measures
to verify the identity of the caller,  such as asking for name,  account number,
Social Security or other taxpayer ID number and other relevant  information.  If
appropriate  measures are taken,  the transfer agent is not  responsible for any
losses that may occur to any account due to an unauthorized telephone call. Also
for your protection  telephone  transactions are not permitted on accounts whose
names or addresses have changed within the past 30 days. Proceeds from telephone
transactions can only be mailed to the address of record.

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


                                       37
<PAGE>


TAX STATUS

The Fund, is treated as a separate  entity for accounting and tax purposes,  has
qualified and elected to be treated as a "regulated  investment  company"  under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),  and
intends to continue to qualify for each taxable  year.  As such and by complying
with the applicable  provisions of the Code regarding the sources of its income,
the timing of its distributions, and the diversification of its assets, the Fund
will not be subject to Federal income tax on its taxable  income  (including net
realized  capital gains) which is distributed to shareholders in accordance with
the timing requirements of the Code.

The Fund will be subject  to a 4%  nondeductible  Federal  excise tax on certain
amounts not distributed (and not treated as having been distributed) on a timely
basis in accordance  with annual  minimum  distribution  requirements.  The Fund
intends under normal  circumstances to 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  gains.  (Net capital
gain is the excess (if any) of net  long-term  capital gain over net  short-term
capital loss,  and investment  company  taxable income is all taxable income and
capital  gains,  other than net capital  gain,  after  reduction  by  deductible
expenses.)  Some  distributions  may be paid in  January  but may be  taxable to
shareholders as if they had been received  December 31 of the previous year. The
tax treatment described above will apply without regard to whether distributions
are received in cash or reinvested in additional shares of the Fund.

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

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


                                       38
<PAGE>


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

The Fund may be  subject  to  withholding  and other  taxes  imposed  by foreign
countries with respect to its investments in foreign securities. Tax conventions
between  certain  countries  and the U.S.  may reduce or  eliminate  such taxes.
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,  if the Fund so elects.  If 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 may file an  election  with the
Internal  Revenue  Service  pursuant to which  shareholders  of the Fund will be
required  to (i)  include  in  ordinary  gross  income (in  addition  to taxable
dividends  and  distributions  actually  received)  their  pro  rata  shares  of
qualified  foreign  taxes paid by the Fund even though not actually  received by
them, and (ii) treat such  respective pro rata portions as foreign taxes paid by
them.

If the Fund makes this  election,  shareholders  may then  deduct  such pro rata
portions  of  foreign  income  taxes  in  computing  their  taxable  income,  or
alternatively,   use  them  as  foreign  tax  credits,   subject  to  applicable
limitations,  against their U.S.  Federal income taxes.  Shareholders who do not
itemize deductions for Federal income tax purposes will not, however, be able to
deduct their pro rata portion of foreign income taxes paid by the Fund, although
such shareholders will be required to include their share of such taxes in gross
income.  Shareholders  who claim a foreign tax credit for such foreign taxes may
be required to treat a portion of dividends received from the Fund as a separate
category of income for purposes of computing the  limitations on the foreign tax
credit.  Tax-exempt shareholders will ordinarily not benefit from this election.
Each year that the Fund files the election  described  above,  its  shareholders
will be  notified  of the  amount of (i) each  shareholder's  pro rata  share of
foreign  income  taxes paid by the Fund and (ii) the  portion of Fund  dividends
which represents  income from each foreign  country.  If the Fund cannot or does
not make  this  election,  the Fund will  deduct  the  foreign  taxes it pays in
determining the amount it has available for  distribution to  shareholders,  and
shareholders will not include these foreign taxes in their income, nor will they
be entitled to any tax deductions or credits with respect to such taxes.

The amount of the Fund's net realized capital gains, if any, in any given year
will vary depending upon the Adviser's current investment strategy and whether
the Adviser believes it to be in the best interest of the Fund to dispose of
portfolio securities and/or engage in options, futures or forward transactions
that will generate capital gains. At the time of an investor's purchase of Fund
shares, a portion of the purchase price is often attributable to realized or
unrealized appreciation in the Fund's portfolio or undistributed taxable income
of the Fund. Consequently, subsequent distributions from such appreciation or
income may be taxable to such investor even if the net asset value of the
investor's shares is, as a result of the distributions, reduced below the
investor's cost for such shares, and the distributions in reality represent a
return of a portion of the purchase price.

                                       39
<PAGE>


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 will ordinarily  realize a taxable gain or loss
depending  upon his basis in his  shares.  Such gain or loss will be  treated as
capital  gain or loss if the  shares  are  capital  assets in the  shareholder's
hands. A sales charge paid in purchasing shares of the Fund cannot be taken into
account for purposes of  determining  gain or loss on the redemption or exchange
of such shares  within 90 days after their  purchase to the extent shares of the
Fund or another John Hancock fund are subsequently acquired without payment of a
sales  charge  pursuant  to  the  reinvestment  or  exchange   privilege.   This
disregarded  charge will result in an increase in the shareholder's tax basis in
the shares  subsequently  acquired.  Also,  any loss realized on a redemption or
exchange  may be  disallowed  to the extent the shares  disposed of are replaced
with  other  shares  of the Fund  within a period of 61 days  beginning  30 days
before and ending 30 days after the shares are  disposed of, such as pursuant to
automatic  dividend  reinvestments.  In such a case,  the  basis  of the  shares
acquired will be adjusted to reflect the disallowed loss. Any loss realized upon
the redemption of shares with a tax holding period of six months or less will be
treated as a  long-term  capital  loss to the extent of any  amounts  treated as
distributions   of   long-term   capital  gain  with  respect  to  such  shares.
Shareholders  should consult their own tax advisers  regarding their  particular
circumstances  to  determine  whether a  disposition  of Fund shares is properly
treated as a sale for tax purposes, as is assumed in the foregoing discussion.

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

For Federal  income tax  purposes,  the Fund is permitted to carry forward a net
realized  capital loss in any year to offset 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, as noted above,  and would not be  distributed
as such to  shareholders.  The Fund  has  $140,635,246  of  capital  loss  carry
forwards  available to the extent  provided by regulations to offset net capital
gains. The carry forwards expire as follows:  October 31,  2006--$2,259,735  and
October 31, 2007--$138,375,511.

For purposes of the dividends received deduction available to corporations,
dividends received by the Fund, if any, from U.S. domestic corporations in
respect of the stock of such corporations held by the Fund, for U.S. Federal
income tax purposes, for at least 46 days (91 days in the case of certain
preferred stock) during a prescribed period extending before and after each such
dividend and distributed and properly designated by the Fund may be treated as
qualifying dividends. The Fund would generally have a portion of its


                                       40
<PAGE>


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 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.

The Fund is required to accrue income on any debt securities that have more than
a de minimis amount of original issue discount (or debt securities acquired at a
market  discount,  if the Fund  elects  to  include  market  discount  in income
currently) prior to the receipt of the corresponding cash payments.  The mark to
market or  constructive  sale  rules  applicable  to certain  options,  futures,
forwards,  short  sales  or other  transactions  may  also  require  the Fund to
recognize  income or gain  without a concurrent  receipt of cash.  Additionally,
some countries  restrict  repatriation which may make it difficult or impossible
for the Fund to obtain  cash  corresponding  to its  earnings or assets in those
countries.  However,  the Fund must distribute to shareholders  for each taxable
year  substantially all of its net income and net capital gains,  including such
income or gain, to qualify as a regulated investment company and avoid liability
for any federal income or excise tax. Therefore, the Fund may have to dispose of
its portfolio securities under  disadvantageous  circumstances to generate cash,
or borrow cash, to satisfy these distribution requirements.

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

The Fund will be required to report to the Internal Revenue Service (the "IRS")
all taxable distributions to shareholders, as well as gross proceeds from the
redemption or exchange of Fund shares, except in the case of certain exempt
recipients, i.e., corporations and certain other investors distributions to
which are exempt from the information reporting provisions of the Code. Under
the backup withholding provisions of Code Section 3406 and applicable Treasury
regulations, all such reportable distributions and proceeds may be subject to
backup withholding of federal income tax at the rate of 31% in the case of
non-exempt shareholders who fail to furnish the Fund with their correct taxpayer
identification number and certain 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.

                                       41
<PAGE>


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

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

Certain options,  futures and forward foreign currency  contracts  undertaken by
the Fund may cause the Fund to recognize  gains or losses from marking to market
even  though  its  positions  have not been sold or  terminated  and  affect the
character  as  long-term  or  short-term  (or,  in the case of foreign  currency
contracts,  as  ordinary  income or loss) and timing of some  capital  gains and
losses realized by the Fund. Additionally, the Fund may be required to recognize
gain,  but not loss,  if an  option  is  treated  as a  constructive  sale of an
appreciated  financial  position in the Fund's portfolio.  Also,  certain of the
Fund's  losses  on  its  transactions  involving  options,  futures  or  forward
contracts  and/or  offsetting or successor  portfolio  positions may be deferred
rather than being taken into account currently in calculating the Fund's taxable
income  or  gains.  Certain  of these  transactions  may also  cause the Fund to
dispose  of  investments  sooner  than  would  otherwise  have  occurred.  These
transactions may therefore affect the amount, timing and character of the Fund's
distributions to  shareholders.  The Fund will take into account the special tax
rules (including  consideration of available  elections)  applicable to options,
futures or forward  contracts  in order to minimize  any  potential  adverse tax
consequences.

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

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

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.


                                       42
<PAGE>


CALCULATION OF PERFORMANCE

As of October 31, 1999, the average annual total returns for Class A shares of
the Fund for the 1 year period and since commencement of operations on March 14,
1996 were 3.25% and 19.73%, respectively.

As of October 31, 1999, the average annual total returns for Class B shares of
the Fund for the 1 year period and since commencement of operations on January
14, 1997 were 2.93% and 11.69%, respectively.

As of October 31, 1999, the cumulative total return for Class C shares of the
Fund since commencement of operations on March 1, 1999 was 0.35%.

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 and life-of-fund periods.

Because each class has its own sales charge and fee structure,  the classes have
different  performance  results.  In the case of each  class,  this  calculation
assumes the maximum  sales charge is included in the initial  investment  or the
CDSC is applied at the end of the period, respectively. This calculation assumes
that all dividends and  distributions  are  reinvested at net asset value on the
reinvestment dates during the period.  The "distribution  rate" is determined by
annualizing the result of dividing the declared dividends of the Fund during the
period stated by the maximum offering price or net asset value at the end of the
period.  Excluding the Fund's sales charge from the distribution rate produces a
high 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 or Class C shares  into  account.  Excluding  the  Fund's
sales  charge on Class A shares and the CDSC on Class B or Class C shares from a
total return calculation produces a higher total return figure.

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

                                       43
<PAGE>


Performance  rankings and ratings  reported  periodically in, and excerpts from,
national financial publications such as MONEY MAGAZINE,  FORBES,  BUSINESS WEEK,
THE WALL STREET JOURNAL,  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 performance.

BROKERAGE ALLOCATION

Decisions  concerning  the  purchase and sale of  portfolio  securities  and the
allocation  of  brokerage  commissions  are  made  by the  Adviser  pursuant  to
recommendations made by an investment  committee of the Adviser,  which consists
of officers  and  directors of the Adviser and  affiliates  and Trustees who are
interested persons of the Fund. Orders for purchases and sales of securities are
placed in a manner  which,  in the opinion of the  Adviser,  will offer the best
price and market for the  execution  of each such  transaction.  Purchases  from
underwriters  of portfolio  securities  may include a commission or  commissions
paid by the issuer  and  transactions  with  dealers  serving  as market  makers
reflect a "spread".  Debt securities are generally traded on a net basis through
dealers  acting  for their own  account as  principals  and not as  brokers;  no
brokerage commissions are payable on these transactions.

In the U.S. Government  securities market,  securities are generally traded on a
"net" basis with  dealers  acting as principal  for their own account  without a
stated commission,  although the price of the security usually includes a profit
to the  dealer.  On  occasion,  certain  money  market  instruments  and  agency
securities  may be  purchased  directly  from  the  issuer,  in  which  case  no
commissions  or  premiums  are paid.  In other  countries,  both debt and equity
securities  are traded on exchanges at fixed  commission  rates.  Commissions on
foreign  transactions are generally higher than the negotiated  commission rates
available  in the U.S.  There  is  generally  less  government  supervision  and
regulation of foreign stock exchanges and broker-dealers than in the U.S.

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

To the extent consistent with the foregoing, the Fund will be governed in the
selection of brokers and dealers, and the negotiation of brokerage commission
rates and dealer spreads, by the reliability and quality of 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


                                       44
<PAGE>


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 not make commitments to allocate portfolio transactions upon any
prescribed basis. While the Adviser's officers will be primarily responsible for
the allocation of the Fund's brokerage business, 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. For the fiscal years ended October
31, 1997, 1998 and 1999, the Fund paid negotiate brokerage commissions of
$1,819,800, $4,222,315, and $4,845,254, respectively.

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay to a broker which provides  brokerage and research  services to the Fund
an amount of disclosed  commission  in excess of the  commission  which  another
broker would have  charged for  effecting  that  transaction.  This  practice is
subject  to a good  faith  determination  by the  Trustees  that  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 years ended October 31,
1999, the Fund paid $304,997 in  commissions 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 Signator Investors, Inc., a broker-dealer (until January 1, 1999,
John Hancock Distributors,  Inc.) ("Signator" or "Affiliated Broker").  Pursuant
to procedures determined by the Trustees and consistent with the above policy of
obtaining best net results, the Fund may execute portfolio  transactions with or
through the Affiliated Broker. For the fiscal years ended October 31, 1997, 1998
and 1999, the Fund paid no brokerage commissions to the Affiliated Broker.

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

Other investment advisory clients advised by the Adviser may also invest in the
same securities as the Fund. When these clients buy or sell the same securities
at substantially the same time, the Adviser may average the transactions as to
price and allocate the amount of available investments in a manner which the
Adviser believes to be equitable to each client, including the Fund. Because of
this, client accounts in a particular style may sometimes not sell or acquire
securities as quickly or at the same prices as they might if each were managed
and traded individually.


                                       45
<PAGE>


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

TRANSFER AGENT SERVICES

John Hancock Signature  Services,  Inc., 1 John Hancock Way, Suite 1000, Boston,
MA 02217-1000,  a wholly-owned  indirect  subsidiary of the Life Company, is the
transfer  and  dividend  paying  agent  for the Fund.  The Fund  pays  Signature
Services an annual fee of $19.00 for each Class A  shareholder  account,  $21.50
for each Class B  shareholder  account  and $20.50 for each Class C  shareholder
account.  The Fund also pays certain  out-of-pocket  expenses and these expenses
are  aggregated and charged to the Fund 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 Trust and Investors Bank & Trust Company, 200 Clarendon Street,
Boston, Massachusetts 02116. Under the custodian agreement, Investors Bank &
Trust Company performs custody, portfolio and fund accounting services.

INDEPENDENT AUDITORS

The independent auditors of the Fund are 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 Federal income tax return.



                                       46
<PAGE>


APPENDIX A - MORE ABOUT RISK

A fund's risk profile is largely  defined by the fund's  primary  securities and
investment  practices.  You may find the most concise  description of the fund's
risk profile in the prospectus.

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

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

TYPES OF INVESTMENT RISK

Correlation risk The risk that changes in the value of a hedging instrument will
not match those of the asset being hedged  (hedging is the use of one investment
to offset the effects of another investment).  Incomplete correlation can result
in  unanticipated  risks.  (e.g.,  short sales,  financial  futures and options;
securities and index options, currency contracts).

Credit risk The risk that the issuer of a  security,  or the  counterparty  to a
contract,  will  default  or  otherwise  become  unable  to  honor  a  financial
obligation.   (e.g.,  borrowing;   reverse  repurchase  agreements,   repurchase
agreements,  securities  lending,   non-investment-grade  securities,  financial
futures and options; securities and index options).

Currency risk The risk that  fluctuations in the exchange rates between the U.S.
dollar and foreign  currencies  may  negatively  affect an  investment.  Adverse
changes in  exchange  rates may erode or reverse  any gains  produced by foreign
currency  denominated  investments  and may widen  any  losses.  (e.g.,  foreign
equities,  financial futures and options; securities and index options, currency
contracts).

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

Interest rate risk The risk of market losses attributable to changes in interest
rates. With fixed-rate  securities,  a rise in interest rates typically causes a
fall in values, while a fall in rates typically causes a rise in values.  (e.g.,
non-investment-grade  securities,  financial futures and options; securities and
index options).


                                      A-1
<PAGE>


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

o    Hedged  When a  derivative  (a  security  whose  value is based on  another
     security or index) is used as a hedge against an opposite position that the
     fund  also  holds,   any  loss  generated  by  the  derivative   should  be
     substantially  offset by gains on the hedged  investment,  and vice  versa.
     While  hedging  can  reduce  or  eliminate  losses,  it can also  reduce or
     eliminate  gains.  (e.g.,  short  sales,   financial  futures  and  options
     securities and index options; currency contracts).

o    Speculative  To the extent that a  derivative  is not used as a hedge,  the
     fund is directly exposed to the risks of that  derivative.  Gains or losses
     from  speculative  positions in a derivative may be  substantially  greater
     than the derivative's original cost. (e.g., short sales,  financial futures
     and options securities and index options; currency contracts).

o    Liquidity  risk  The risk  that  certain  securities  may be  difficult  or
     impossible  to sell at the time and the price that the seller  would  like.
     The seller may have to lower the price,  sell other  securities  instead or
     forego an investment opportunity, any of which could have a negative effect
     on fund management or performance. (e.g.,  non-investment-grand securities,
     short sales,  restricted  and illiquid  securities,  financial  futures and
     options securities and index options; currency contracts).

Management risk The risk that a strategy used by a fund's management may fail to
produce the intended result. Common to all mutual funds.

Market risk The risk that the market  value of a security  may move up and down,
sometimes rapidly and unpredictably.  These fluctuations may cause a security to
be worth less than the price  originally  paid for it, or less than it was worth
at an earlier time. Market risk may affect a single issuer, industry,  sector of
the  economy  or the  market as a whole.  Common to all stocks and bonds and the
mutual  funds that  invest in them.  (e.g.,  short  sales,  short-term  trading,
when-issued securities and forward commitments, non-investment-grade securities,
foreign equities,  financial  futures and options;  securities and index options
restricted and illiquid securities).

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

Opportunity  risk The risk of missing out on an investment  opportunity  because
the assets  necessary to take  advantage of it are tied up in less  advantageous
investments. (e.g., short sales, when-issued securities and forward commitments;
financial   futures  and  options;   securities  and  index  options,   currency
contracts).


                                      A-2
<PAGE>


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

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




                                      A-3

<PAGE>



                                   APPENDIX B

                          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.

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.


                                      B-1
<PAGE>


         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.



                                      B-2
<PAGE>


FINANCIAL STATEMENTS

The financial statements listed below are included in the Fund's 1999 annual
report to shareholder's for the year ended October 31, 1999 (filed
electronically on December 27, 1999, accession number 0000928816-99-000386) and
are included in and incorporated by reference into Part B of the Registration
Statement for (file no. 811-3999 and 2-90305) and are included in and
incorporated by reference into Part B of the Registration Statement. .

John Hancock Investment Trust II
     John Hancock Financial Industries Fund

    Statement of Assets and Liabilities as of October 31, 1999.
    Statement of Operations for year ended October 31, 1999.
    Statement of Changes in Net Assets for the two years ended October 31, 1999.
    Financial Highlights.
    Notes to Financial Statements.
    Schedule of Investments as of October 31, 1999.
    Report of Independent Auditors.




                                      F-1


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