<PAGE> 1
A 1/2" x 1/2" John Hancock Funds logo in upper left hand corner of the page. A
box sectioned in quadrants with a triangle in upper left, a circle in upper
right, a cube in lower left and a diamond in lower right. A tag line below reads
"A Global Investment Management Firm."
November 17, 1995
John Hancock Special Equities Fund
101 Huntington Avenue
Boston, MA 02199
Re: Rule 24f-2 Notice for John Hancock Special Equities Fund
(File Nos. 2-92548; 811-4079) (0000750741)
Ladies and Gentlemen:
In connection with the filing of a Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, making definite the registration
under the Securities Act of 1933 of 44,498,564 shares of the John Hancock
Special Equities Fund (the "Fund") sold in reliance upon said Rule 24f-2 during
the fiscal year ended October 31, 1995, it is the opinion of the undersigned
that such shares were legally issued, fully paid and nonassessable.
In connection with this opinion it should be noted that the Fund is an entity of
the type generally known as a "Massachusetts business trust." Under
Massachusetts law, shareholders of a Massachusetts business trust may be held
personally liable for the obligations of the Fund. However, the Fund's
Declaration of Trust disclaims shareholder liability for obligations of the Fund
and indemnifies any shareholder of the Fund, with such indemnification to be
paid solely out of the assets of the Fund. Therefore, the shareholder's risk is
limited to circumstances in which the assets of the Fund are insufficient to
meet the obligations asserted against such assets.
Sincerely,
JOHN HANCOCK ADVISERS, INC.
/s/ Avery P. Maher
------------------------------
Avery P. Maher
Assistant Secretary
Member of Massachusetts Bar
<PAGE> 2
A 1/2" x 1/2" John Hancock Funds logo in upper left hand corner of the page. A
box sectioned in quadrants with a triangle in upper left, a circle in upper
right, a cube in lower left and a diamond in lower right. A tag line below reads
"A Global Investment Management Firm."
November 17, 1995
United States Securities and Exchange Commission
OFICS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, Virginia. 22312-2413
Re: Rule 24f-2 Notice for
John Hancock Special Equities Fund
Registration Nos. 2-92548
Account No. 0000750741
CIK: 750741
Dear Gentlemen:
The purpose of this letter is to notify the Commission within two (2) months of
the end of the Registrant's Fiscal Year of the number of Registrant's shares
sold during the last fiscal year which are to be registered pursuant to Rule
24f-2 and to pay the appropriate registration fee.
The information required by the above referenced rule is as follows:
<TABLE>
<CAPTION>
Fiscal Year: November 1, 1994 to October 31, 1995
<S> <C>
Number of Shares previously
Registered Other than
Pursuant to Rule 24f-2
Remaining Unsold at
Beginning of Fiscal Year: 0
Number of Shares registered
During Fiscal Year other than
Pursuant to Rule 24f-2: 0
Number of Shares Sold During
Fiscal Year: 44,498,564
Number of Shares previously
Registered Other than
Pursuant to Rule 24f-2
Remaining Unsold at
End of Fiscal Year: 0
Number of Shares Reinvested During
Fiscal Year: 0
</TABLE>
<PAGE> 3
United States Securities and Exchange Commission
John Hancock Special Equities Fund
November 17, 1995
Page Three
<TABLE>
<S> <C>
Number of Shares Sold During
Fiscal Year Pursuant to
Rule 24f-2: 44,498,564
</TABLE>
Attached to this Rule 24f-2 Notice, and made part hereof, is an opinion of
counsel indicating that the Securities, the Registration of which the notice
makes definite in number, were legally issued, fully paid and non-assessable by
the Registrant.
In accordance with subsection (c) of Rule 24f-2, a registration fee for John
Hancock Special Equities Fund of $57,328 is due to the Securities and Exchange
Commission. The fee computation is based upon the following:
<TABLE>
<S> <C>
(1) Aggregate Sales Price
of Shares Sold During
the Fiscal Year in
Reliance Upon the
24f-2 Declaration
(Based on aggregate
sale price for all
shares sold of
$862,949,887 less
aggregate sale price
of shares registered
pursuant to Rule
24e-2 of None) 862,949,887
(2) Aggregate
Reinvestment Price of
Shares Reinvested
During the Fiscal Year 0
Reduced By
(1) Aggregate Redemption
Price of Shares
Redeemed During
the Fiscal Year and, (576,308,799)
(2) Aggregate Redemption
Price of Redeemed
Shares Previously
Applied by Fund
Pursuant to Rule
24e-2 (a) Filings
Made Pursuant to
Section 24(e)(1) of
Investment Company Act
of 1940 $ 0
------------
Net sales applicable for fee $286,641,088
Computation of fee / 5000
------------
Fee $ 57,328
------------
</TABLE>
<PAGE> 4
United States Securities and Exchange Commission
John Hancock Special Equities Fund
November 17, 1995
Page Three
Any questions regarding this matter should be addressed to William H. King,
Associate Treasurer, John Hancock Advisers, Inc., 101 Huntington Avenue, 8th
floor, Boston, MA 02199-7603, (617) 375-1668.
Very truly yours,
/s/ William H. King
------------------------------
William H. King
Associate Treasurer
