HANCOCK JOHN SPECIAL EQUITIES FUND, PRE 14A, 1996-04-16

HANCOCK JOHN SPECIAL EQUITIES FUND
PRE 14A, 1996-04-16

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)

Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:

[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

JOHN HANCOCK SPECIAL EQUITIES FUND
(Name of Registrant as Specified in Its Charter)

JOHN HANCOCK SPECIAL EQUITIES FUND
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) or Schedule 14A (sent by wire transmission).

<PAGE>

Dear Fellow Special Equities Fund Shareholder:

At a special meeting of shareholders on Wednesday, June 26, 1996 at 9:00 a.m.,
you will be asked to approve two changes to your Fund. Your Board of Trustees
has already unanimously approved the proposals, which are more fully described
in the enclosed proxy statement.

To help you review the proxy statement, we would like to explain the changes.

A NEW SUB-ADVISORY AGREEMENT
We are recommending that you approve a sub-advisory agreement for your Fund with
DFS Advisors, which will provide you the benefit of continuity in management.
Michael DiCarlo, who has so successfully managed the fund since 1988, will
continue to be responsible for the day-to-day management of the Special Equities
Fund. John Hancock has formed a new alliance with DFS Advisors, an investment
firm started by Mr. DiCarlo and two partners. Under the alliance, John Hancock
Funds will become a minority owner of DFS Advisors, and I will serve as a
director of the new firm.

ELECTION OF THE BOARD OF TRUSTEES
The Board of Trustees is responsible for protecting your interests as a
shareholder of the Fund. A complete list of nominees and a brief description of
their background is included in your proxy statement. This includes Michael
DiCarlo, who has been nominated to serve as a Fund Trustee.

YOUR VOTE IS IMPORTANT!
We urge you to review the enclosed proxy statement carefully, and to vote by
completing, signing and returning the enclosed proxy ballot form to us
immediately. Your prompt response will help avoid the cost of additional
mailings. For your convenience, we have provided a postage-paid envelope.

If you have any questions, please call your Customer Service Representative at
1-800-225-5291, Monday through Friday between 8:00 A.M. and 8:00 P.M. Eastern
time.

Sincerely,

Edward J. Boudreau, Jr.
Chairman and CEO

<PAGE>

PROXY #6

JOHN HANCOCK SPECIAL EQUITIES FUND

101 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02199

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 26, 1996

A Special Meeting of Shareholders (the "Meeting") of John Hancock Special
Equities Fund (the "Fund") will be held at the Fund's offices located on the 2nd
floor at 101 Huntington Avenue, Boston, Massachusetts 02199, at 9:00 a.m.,
Eastern time, on Wednesday, June 26, 1996. The Fund's telephone number is
1-800-225-5291. The purpose of the Meeting is to consider and act upon the
following proposals:

(1) To elect seventeen Trustees to hold office until their respective
successors have been duly elected and qualified.

(2) To approve a new Subadvisory Agreement between the Fund and DiCarlo, Forbes
& St. Pierre Advisers, LLC ("DFS Advisors").

(3) To transact other business that may properly come before the Meeting or any
adjournment of the Meeting.

YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.

Shareholders of record of the Fund as of the close of business on
May 1, 1996 are entitled to notice of and to vote at the Meeting or any
adjournment of the Meeting. The proxy statement and proxy card are
being mailed to shareholders on or about May 17, 1996.

THOMAS H. DROHAN
Senior Vice President and
Secretary

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY CARD. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING.

Boston, Massachusetts
May 17, 1996

<PAGE>
JOHN HANCOCK SPECIAL EQUITIES FUND

101 Huntington Avenue
Boston, Massachusetts 02199

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

PROXY STATEMENT

GENERAL

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Trustees") of John Hancock Special
Equities Fund (the "Fund").

The proxies will be used at the special meeting of the Fund's shareholders
(the "Meeting") to be held at the Fund's offices located on the 2nd floor at 101
Huntington Avenue, Boston, Massachusetts 02199, at 9:00 a.m., Eastern Time, on
Wednesday, June 26, 1996. Proxies will be solicited by mail and may also be
solicited in person or by telephone by officers, directors and/or registered
representatives of the Fund's principal distributor, John Hancock Funds, Inc.
("John Hancock Funds"), and by employees, officers and/or directors of John
Hancock Advisers, Inc. (the "Adviser"). In addition, the Fund's transfer agent,
John Hancock Investor Services Corporation ("Investor Services") will solicit
proxies in person and/ or by telephone at a cost to the Fund of approximately
$3,000. Investor Services plans to engage an independent proxy solicitation
firm, _________________, to assist in soliciting proxies at an additional cost
to the Fund of approximately $___________. The Adviser will reimburse the Fund
for a pro rata portion of this proxy solicitation cost.

The cost of preparing and mailing this Proxy Statement and the accompanying
Notice and proxy card will be borne by the Fund. The mailing address of the
Fund, the Adviser, John Hancock Funds and Investor Services is 101 Huntington
Avenue, Boston, Massachusetts 02199. This Proxy Statement and the proxy card are
being mailed to shareholders on or about May 17, 1996.

The Fund will furnish without charge, a copy of its Annual Report to any
shareholder upon request. Shareholders desiring to obtain a copy of the Fund's
report should direct all written requests to the attention of the Fund, 101
Huntington Avenue, Boston, Massachusetts 02199 or should call John Hancock Funds
at 1-800-225-5291.

OUTSTANDING SHARES AND VOTING REQUIREMENTS

The Trustees have fixed the close of business on May 1, 1996, as the record
date (the "Record Date") for determining the shareholders of the Fund entitled
to notice of and to vote at the Meeting. Shareholders of record of the Fund on
the Record Date are entitled to one vote per share at the Meeting or any
adjournment of the Meeting.

As of April 22, 1996, ___ Class A, ____ Class B and ____ Class C shares of
beneficial interest of the Fund were outstanding.

As of April 22, 1996, the following persons or entities owned beneficially
or of record more than 5% of the outstanding Class A shares of the Fund:

<PAGE>
As of April 22, 1996, the following persons or entities owned beneficially
or of record more than 5% of the outstanding Class B shares of the Fund:

As of April 22, 1996, the following persons or entities owned beneficially
or of record more than 5% of the outstanding Class C shares of the Fund:

PROPOSAL 1

ELECTION OF TRUSTEES

At meetings held on March 5, 1996 and April 30, 1996, the Trustees,
including the Trustees who are not "interested persons" (as defined by the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund (the
"Independent Trustees") voted to approve and to recommend to the Fund's
shareholders that they approve a proposal to elect seventeen Trustees to the
Board of Trustees of the Fund (the "Nominees"). Nine of the seventeen Nominees
currently serve as Trustees of the Fund and eight of the Nominees are additional
Trustees. Information concerning the Nominees and other relevant factors is
discussed below in this Proposal 1.

Using the enclosed form of proxy, a shareholder may authorize the proxies
to vote his or her shares for the Nominees or may withhold from the proxies
authority to vote his or her shares for one or more of the Nominees. If no
contrary instructions are given, the proxies will vote FOR the Nominees. Each of
the Nominees has consented to his or her nomination and has agreed to serve if
elected. If, for any reason, any Nominee should not be available for election or
able to serve as a Trustee, the proxies will exercise their voting power in
favor of such substitute Nominee, if any, as the Trustees may designate. The
Fund has no reason to believe that it will be necessary to designate a
substitute Nominee.

INFORMATION CONCERNING NOMINEES

The following table sets forth each Nominee's principal occupation or
employment during the past five years and the number of Class A and B shares of
beneficial interest of the Fund beneficially owned by him or her, directly or
indirectly, as of April 22, 1996. With respect to the Nominees who currently
serve as Trustees, the table sets forth the date he or she first became a
Trustee.

<TABLE>
<CAPTION>
Name, Age and Principal Occupation First Number of
Position With or Employment Became Shares Owned
The Fund During Last Five Years A Trustee (Class A and B Only)
-------- ---------------------- --------- --------------------
<S> <C> <C> <C>
Edward J. Boudreau, Jr.* Chairman and Chief Executive 1988 Class A:
(age 51) Officer of the Adviser and The Class B:
Chairman and Chief Berkeley Financial Group
Executive Officer; ("The Berkeley Group");
Trustee; Nominee Chairman, John Hancock
Advisers International Ltd.
("Advisers International"), NM
Capital Management, Inc.
("NM Capital"), Chairman,
Chief Executive Officer and
</TABLE>

-2-

<PAGE>
<TABLE>
<CAPTION>
Name, Age and Principal Occupation First Number of
Position With or Employment Became Shares Owned
The Fund During Last Five Years A Trustee (Class A and B Only)
-------- ---------------------- --------- --------------------
<S> <C> <C> <C>
President, John Hancock
Funds, Investor Services,
First Signature Bank and
Trust Company and Sovereign
Asset Management
Corporation ("SAMCorp");
Director, John Hancock
Capital Corp., John Hancock
Freedom Securities Corp.
and New England/Canada
Business Council; Member,
Investment Company
Institute Board of
Governors; Director, Asia
Strategic Growth Fund,
Inc.; Trustee, Museum of
Science; Vice Chairman and
President, the Adviser
(until July 1992);
Chairman, John Hancock
Distributors, Inc. (until
April 1994); Trustee or
Director and Chairman of 61
funds managed by the
Adviser.

Dennis S. Aronowitz Professor of Law, Boston 1988 Class A:
(age 64) University School of Law; Class B:
Trustee; Nominee Trustee, Brookline Savings
Bank; Trustee or Director of 16
funds managed by the
Adviser.

Richard P. Chapman, Jr. President, Brookline Savings 1984 Class A:
(age 61) Bank; Director, Federal Home Class B:
Trustee; Nominee Loan Bank of Boston
(lending); Director, Lumber
Insurance Companies (fire
and casualty insurer); Trustee,
Northeastern University;
Director, Depositors Insurance
Fund, Inc. (insurer); Trustee or
Director of 16 funds managed
by the Adviser.

William J. Cosgrove Vice President, Senior Banker 1991 Class A:
(age 63) and Senior Credit Officer, Class B:
Trustee; Nominee Citibank, N.A. (retired
September, 1991); Executive
Vice President, Citadel Group
Representative Inc.; EVP
</TABLE>

-3-

Gail D. Fosler Vice President and Chief 1994 Class A:
(age 48) Economist, The Conference Class B:
Trustee; Nominee Board (nonprofit economic
and business research);
Trustee or Director of 16 funds
managed by the Adviser.

Bayard Henry Corporate Adviser; Director, 1984 Class A:
(age 64) Fiduciary Trust Company Class B:
Trustee; Nominee (trust company); Director,
Groundwater Technology,
Inc. (remediation);
Director, Samuel Cabot,
Inc.; Adviser, Kestrel
Venture Management; Trustee
or Director of 16 funds
managed by the Adviser.

Anne C. Hodsdon* President and Chief Operating 1996 Class A:
(age 42) Officer, the Adviser and John Class B:
President; Trustee; Hancock open-end funds;
Nominee Director, Advisers
International; Executive
Vice President, the Adviser
(until December 1994);
Senior Vice President, the
Adviser (until December
1993); Vice President, the
Adviser (until 1991);
Trustee or Director of 56
funds managed by the
Adviser.

Richard S. Scipione* General Counsel, John 1985 Class A:
(age 58) Hancock Mutual Life Class B:
Trustee; Nominee Insurance Company; Director,
the Adviser, John Hancock
Funds, Investor Services,
John Hancock Distributors,
Inc., John Hancock
Subsidiaries, Inc., John
Hancock Property and
Casualty Insurance and its
</TABLE>

-4-

Edward J. Spellman Partner, KPMG Peat Marwick 1991 Class A:
(age 63) LLP (retired June, 1990); Class B:
Trustee; Nominee Trustee or Director
of 16 funds managed by the
Adviser.

Douglas M. Costle Director, Chairman of the Class A:
(age 56) Board and Distinguished Class B:
Nominee Senior Fellow, Institute for
Sustainable Communities,
Montpelier, Vermont (since
1991); Dean, Vermont Law
School (until 1991);
Director, Air and Water
Technologies Corporation
(environmental services and
equipment), Niagara Mohawk
Power Company (electric
services) and MITRE
Corporation (governmental
consulting services);
Trustee or Director of 12
funds managed by the
Adviser.

Leland O. Erdahl Director of Santa Fe Class A:
(age 67) Ingredients Company of Class B:
Nominee California, Inc. and Santa Fe
Ingredients Company, Inc.
(private food processing
companies); Director of
Uranium Resources, Inc.;
President of Stolar, Inc.
(from 1987 to 1991) and
President of Albuquerque
Uranium Corporation (from
1985 to 1992); Director of
Freeport-McMoRan Copper &
Gold Company, Inc., Hecla
Mining Company, Canyon
Resources Corporation and
Original
</TABLE>

-5-

Richard A. Farrell President of Farrell, Healer & Class A:
(age 63) Co., (venture capital Class B:
Nominee management firm) (since
1980); Prior to 1980,
headed the venture capital
group at Bank of Boston
Corporation; Trustee or
Director of 12 funds
managed by the Adviser.

William F. Glavin President, Babson College; Class A:
(age 65) Vice Chairman, Xerox Class B:
Nominee Corporation (until June 1989);
Director, Caldor Inc.,
Reebok, Ltd. (since 1994)
and Inco Ltd; Trustee or
Director of 12 funds
managed by the Adviser.

Dr. John A. Moore President and Chief Executive Class A:
(age 57) Officer, Institute for Evaluating Class B:
Nominee Health Risks (nonprofit
institution) (since
September 1989); Trustee or
Director of 12 funds
managed by the Adviser.

Class A:
Patti McGill Peterson President, St. Lawrence Class B:
(age 52) University; Director, Niagara
Nominee Mohawk Power Corporation
and Security Mutual Life;
Trustee or Director of 12
funds managed by the
Adviser.

John W. Pratt Professor of Business Class A:
(age 64) Administration at Harvard Class B:
Nominee University Graduate School of
Business Administration
(since 1961); Trustee or
Director of 12 funds
managed by the Adviser.
</TABLE>

-6-

The information as to beneficial ownership set forth in the above chart is
based on statements furnished to the Fund by the Nominees. Each has all voting
and investment powers with respect to the shares indicated.

None of the Nominees beneficially owned individually, and the Nominees and
executive officers of the Fund as a group did not beneficially own, in excess of
one percent of the outstanding shares of the Fund as of April 22, 1996. None of
the Nominees own any Class C shares of the Fund.

The Board of Trustees held five meetings during the Fund's fiscal year
ended October 31, 1995. With respect to the Fund, no Trustee except for Mr.
Scipione attended fewer than 75% of the aggregate of (1) the total number of
meetings of the Trustees of the Fund; and (2) the total number of meetings held
by all committees of the Trustees on which he or she served.

The Fund has an Audit Committee of the Trustees. The Committee members are:
Messrs. Aronowitz, Chapman, Cosgrove, Henry and Spellman and Ms. Fosler. Each of
the members of the Audit Committee is an Independent Trustee. The Audit
Committee held two meetings during the Fund's fiscal year ended October 31,
1995.

The functions performed by the Audit Committee are to recommend annually to
the Trustees a firm of independent certified public accountants to audit the
books and records of the Fund for the ensuing year; to monitor that firm's
performance; to review with the firm the scope and results of each audit and
determine the need, if any, to extend audit procedures; to confer with the firm
and representatives of the Fund on matters concerning the Fund's financial
statements and reports, including the appropriateness of their accounting
practices and of their internal controls and procedures; to evaluate the
independence of the firm; to review procedures to safeguard portfolio
securities; to approve the purchase by the Fund from the firm of all non-audit
services; to review all fees paid to the firm; to recommend to the Trustees, at
the request of the Fund's officers or Trustees, a resolution of any potential or
actual conflict of interest, and to facilitate communication between the firm
and each Fund's officers and Trustees.

The Fund has a Special Nominating Committee of the Trustees known as the
Administration Committee (the "Committee"). The Committee members are Messrs.
Aronowitz, Chapman, Cosgrove, Henry and Spellman and Ms. Fosler. All of the
members of the Committee are Independent Trustees. The Committee held four
meetings during the fiscal year ended October 31, 1995.

Included among the functions of the Committee is the selection and
nomination for appointment and election of candidates to serve as Trustees who
are not "interested persons," as defined in the 1940 Act. The Committee also
coordinates with Trustees who are interested persons in the selection of Fund
officers. The Committee will consider nominees recommended by shareholders to
serve as Trustees provided that the shareholders submit such recommendations in
compliance with all of the pertinent provisions of Rule 14a-8 under the
Securities Exchange Act of 1934.

-7-

<PAGE>
EXECUTIVE OFFICERS

The table below lists the executive officers of the Fund except for
the Chairman (Mr. Boudreau) and the President (Ms. Hodsdon). Information
about Mr. Boudreau and Ms. Hodsdon is provided under "Information
Concerning Nominees."

<TABLE>
<CAPTION>
NAME, AGE AND POSITION PRINCIPAL OCCUPATION DURING
WITH EACH TRUST THE PAST FIVE YEARS FIRST BECAME AN OFFICER
- --------------- ------------------- -----------------------
<S> <C> <C>
Robert G. Freedman Vice Chairman and Chief 1987
(age 57) Investment Officer, the Adviser and
Vice Chairman and Chief Investment each of the John Hancock funds;
Officer President, the Adviser (until
December 1994); Director, the
Adviser, Advisers International,
John Hancock Funds Investor
Services, SAMCorp and NM Capital;
Senior Vice President, The
Berkeley Group.

James B. Little Senior Vice President, the Adviser, 1986
(age 61) The Berkeley Group, John
Senior Vice President Hancock Funds, and Investor
and Chief Financial Officer Services; Senior Vice President
and Chief Financial Officer, each
of the John Hancock funds.

Thomas H. Drohan Senior Vice President and 1978
(age 59) Secretary, the Adviser, The
Senior Vice President Berkeley Group and each of the
and Secretary John Hancock funds; Senior Vice
President, Investor Services, John
Hancock Funds and John Hancock
Distributors (until 1994);
Director, Advisers International;
Secretary, NM Capital.

John A. Morin Vice President, the Adviser; 1991
(age 45) Investor Services and John
Vice President Hancock Funds; Vice President
and Compliance Officer, certain
John Hancock funds; Counsel, John
Hancock Mutual Life Insurance
Company; Vice President and
Assistant Secretary, The Berkeley
Group.
</TABLE>

-8-

<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND POSITION PRINCIPAL OCCUPATION DURING
WITH EACH TRUST THE PAST FIVE YEARS FIRST BECAME AN OFFICER
- --------------- ------------------- -----------------------
<S> <C> <C>
Susan S. Newton Vice President and Assistant 1984
(age 46) Secretary, the Adviser; Vice
Vice President, President, Assistant Secretary and
Assistant Secretary Compliance Officer, certain John
and Compliance Officer Hancock funds; Vice President and
Secretary, John Hancock Funds,
Investor Services and John Hancock
Distributors (until 1994);
Secretary, SAMCorp; Vice
President, The Berkeley Group.

James J. Stokowski Vice President, the Adviser; Vice 1986
(age 49) President and Treasurer, each of
Vice President and Treasurer the John Hancock funds.
</TABLE>

REMUNERATION OF OFFICERS AND TRUSTEES

The following tables provide information regarding the compensation
paid by the Fund and the other investment companies in the John Hancock
fund complex to the current Independent Trustees for their services for the
Fund's fiscal year ended October 31, 1995. Mr. Boudreau, Ms. Hodsdon and
Mr. Scipione and each of the officers of the Fund are interested persons of
the Adviser who are compensated by the Adviser and affiliates and receive
no compensation from the Fund.

<TABLE>
<CAPTION>
Total Compensation*
Aggregate Pension or Retirement From the Fund and
Compensation Benefits Accrued Other Funds in the
from as Part of John Hancock Fund
Independent Trustee the Fund the Fund's Expenses(1) Complex
- ------------------- -------- ---------------------- -------------------
<S> <C> <C> <C>
Dennis S. Aronowitz $ 8,203 $ 0 $ 61,050
Richard P. Chapman, Jr. $ 2,416 5,787 62,800
William J. Cosgrove $ 2,666 5,537 61,050
Gail D. Fosler $ 7,953 0 60,800
Bayard Henry $ 7,892 0 58,850
Edward S. Spellman $ 8,203 0 61,050

Total $37,333 $11,324 $365,600
==== == ========
</TABLE>
- ----------

* Total compensation from the Fund and other John Hancock funds is as of
December 31, 1995. As of such date there were sixty-one funds in the John
Hancock fund complex, of which each of the Independent Trustees served 16.

(1) REPRESENTS THE AGGREGATE VALUE AS OF DECEMBER 31, 1995 OF THE AMOUNT OF
TRUSTEES' FEES DEFERRED BY EACH INDEPENDENT TRUSTEE UNDER THE JOHN HANCOCK
DEFERRED COMPENSATION PLAN FOR INDEPENDENT TRUSTEES (THE "PLAN"). UNDER THE
PLAN, THE INDEPENDENT TRUSTEES MAY ELECT TO DEFER THE RECEIPT OF ALL OR A
PORTION OF THEIR TRUSTEES' FEES PAYABLE BY EACH FUND IN THE JOHN HANCOCK
FUND COMPLEX. THE VALUE OF AN INDEPENDENT TRUSTEE'S PLAN ACCOUNT IS
DETERMINED BY A HYPOTHETICAL INVESTMENT OF THE DEFERRED TRUSTEES' FEES IN
CERTAIN JOHN HANCOCK FUNDS SELECTED BY THE INDEPENDENT TRUSTEE FROM A LIST
OF DESIGNED FUNDS. The Independent

-9-

<PAGE>
Trustees do not beneficially own shares of any John Hancock fund under the
Plan and a fund's obligation to make payments of amounts deferred under the
Plan is an unsecured liability, payable solely from that fund's general
assets. If the value of the Independent Trustees' Plan accounts in all the
John Hancock funds were actually received and invested on December 31, 1995
by the Independent Trustees in shares of the John Hancock funds against
which the Plan accounts are valued, the Independent Trustees participating
in the Plan would own shares of the John Hancock funds as set forth below:

Shares Assuming Hypothetical Investment of Deferred Trustees' Fees

<TABLE>
<CAPTION>
Special Sovereign Sovereign
Growth International Value Bond Investors
Independent Trustee Fund Fund Fund Fund Fund
- ------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Dennis S. Aronowitz ___ ___ ___ ___ ___
Richard P. Chapman, Jr. 1,192 2,490 1,041 ___ ___
William J. Cosgrove ___ ___ 995 675 1,875
Gail D. Fosler ___ ___ ___ ___ ___
Bayard Henry ___ ___ ___ ___ ___
Edward S. Spellman ___ ___ ___ ___ ___
</TABLE>

TRUSTEES' RECOMMENDATION

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE FUND ELECT EACH OF
THE NOMINEES TO SERVE AS A TRUSTEE OF THE FUND.

REQUIRED VOTE

Election of each Nominee requires a plurality of votes of the
shareholders present at the Meeting, provided that there is a quorum
present.

PROPOSAL 2

TO APPROVE A NEW SUBADVISORY AGREEMENT

The Adviser serves as the Fund's investment adviser and is responsible
for providing the Fund with a continuous investment program pursuant to an
Investment Management Contract dated January 1, 1994, (the "Management
Contract"). The Management Contract was most recently approved by the
shareholders of the Fund at a special meeting held on October 28, 1993.

At a meeting of the Trustees held on April 30, 1996, the Trustees,
including [ALL] of the Independent Trustees [UNANIMOUSLY] approved and
voted to recommend to shareholders of the Fund that they approve a new
subadvisory agreement (the "Proposed Subadvisory Contract") by and between
the Adviser and DFS Advisors. Under the Proposed Subadvisory Contract, DFS
Advisors would serve as a subadviser to the Fund.

Michael P. DiCarlo, who currently serves as the Senior Vice President
and principal portfolio manager of the Fund as well as Executive Vice
President of the Adviser, and Andrew St. Pierre, who currently serves as
the Executive Vice President of the Adviser and President of the John
Hancock closed-end funds, are each principals of DFS Advisors. Mr. DiCarlo
and Mr. St. Pierre each currently intend to resign from their respective
positions with the Fund and/or the Adviser by no later than August 1, 1996,
with

-10-

<PAGE>
respect to Mr. DiCarlo, and by June 1, 1996, with respect to Mr. St. Pierre. The
Trustees believe that the Proposed Subadvisory Contract will benefit the Fund as
the Fund will continue to receive advice from Mr. DiCarlo after his resignation.
The Proposed Subadvisory Contract will therefore provide the Fund with
continuity and additional advisory expertise.

Approval of the Proposed Subadvisory Contract will not result in an
increase in any fees payable by the Fund. The Adviser will be solely responsible
for paying the subadvisory fee to DFS Advisors under the Proposed Subadvisory
Contract.

Under the Proposed Subadvisory Contract, DFS Advisors will provide the Fund
with advice and recommendations regarding the Fund's investments. DFS Advisors
will also provide the Fund on a continuous basis with economic and financial
information, as well as other research and assistance.

A form of the Proposed Subadvisory Contract is attached to this Proxy
Statement as Exhibit A. The material terms of the Proposed Subadvisory Contract
are described below, although the description below is qualified by reference to
Exhibit A.

DFS ADVISORS AND THE PROPOSED SUBADVISORY CONTRACT

DFS Advisors is organized under the laws of The Commonwealth of
Massachusetts on _________, 1996. DFS Advisors intends to register with the
Securities and Exchange Commission (the "SEC") as an investment adviser under
the Investment Advisers Act of 1940 by June 1, 1996.

DFS Advisors intends to provide investment advice to advisory clients.
Although DFS Advisors has only recently been established, DFS Advisors'
principals have had extensive experience in providing investment advice to the
Fund and to other Funds in the John Hancock fund complex. Mr. DiCarlo has served
as portfolio manager to the Fund as well as other funds in the John Hancock fund
complex and as an officer of the Adviser. The address of DFS Advisors is 75
State Street, 25th Floor, Boston, MA 02109.

The directors and principal executive officers of the DFS Advisors and
their principal occupations are as follows:

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
Michael P. DiCarlo [TITLE], DFS Advisors LLC; Executive Vice President, the
(age 39) Adviser (until 1996); Senior Vice President of certain John
Hancock funds (until 1995).

Andrew F. St. Pierre [TITLE], DFS Advisors LLC; Executive Vice President, the
(age 35) Adviser and President, John Hancock Closed-End Funds until
1996. Executive Vice President of certain John Hancock
funds until 1995; Portfolio Manager, Harvard Management
Corp.. (until October 1991).

G. Ross Forbes, Jr. [TITLE], DFS Advisors LLC;
(age __)
</TABLE>

-11-

<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
Edward J. Boudreau, Jr. Director, DFS Advisors LLC. For additional information
(age 51) concerning Mr. Boudreau, please see Proposal 1 of this
Proxy Statement.
</TABLE>

MATERIAL PROVISIONS OF THE PROPOSED SUBADVISORY CONTRACT

A. COMPENSATION

The Proposed Subadvisory Contract provides that DFS Advisors is
required to pay all expenses that it incurs in connection with the performance
of its duties under the Contract. The Proposed Subadvisory Contract also
provides that the Adviser, not the Fund, shall pay the subadvisory fees.

Pursuant to the Proposed Subadvisory Contract, the Adviser will pay
DFS Advisors a fee at the annual rate of 0.25% of the average daily net assets
of the Fund. The Adviser will pay this fee to DFS Advisors within ten business
days of receipt by the Adviser of the advisory fee payable to it by the Fund
under its Management Contract.

B. TERM

If approved by shareholders of the Fund, the Proposed Subadvisory
Contract will take effect on July 1, 1996 and will remain in effect until June
30, 1998. Thereafter, the Proposed Subadvisory Contract will continue in effect
from year to year subject to the annual approval of its continuance as described
below under "Termination, Continuance and Amendment."

C. TERMINATION, CONTINUANCE AND AMENDMENT

Except as described above, the Proposed Subadvisory Contract will
continue from year to year subject to annual approval of its continuance by a
majority of the Independent Trustees, cast in person at a meeting called for the
purpose of voting on such approval, and annual approval by either (a) the
Trustees of the Fund, or (b) a majority of the Fund's outstanding voting
securities, as defined in the 1940 Act. The Proposed Subadvisory Contract will
be terminable at any time without penalty on 60 days' written notice by the
Trustees, by a vote of a majority of the Fund's outstanding voting securities,
or by the Adviser or DFS Advisors, as the case may be. The Proposed Subadvisory
Contract terminates automatically in the event of its assignment or in the event
that the Adviser ceases to act as the Fund's investment adviser.

D. LIMITATION OF LIABILITY

The Proposed Subadvisory Contract provides that DFS Advisors will not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Fund or the Adviser in connection with the matters to which the Contract
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of DFS Advisors in the performance of its duties or from
reckless disregard by DFS Advisors of its obligations and duties under the
Contract.

For the Fund's fiscal year ended October 31, 1995, the Fund paid fees
of $5,538,912 (0.82% of average daily net assets of the Fund) to the Adviser.
During the same period, the Fund also paid $468,191 in brokerage commissions.

-12-

<PAGE>
SEPARATE AGREEMENT BETWEEN THE ADVISER AND DFS ADVISORS

In addition to the Proposed Subadvisory Contract, the Adviser and DFS
Advisors have entered into a separate letter agreement (the "Letter Agreement").
The Letter Agreement provides for the Adviser to receive a 10% equity interest
in DFS Advisors and for the payment of compensation to DFS Advisors if the
Subadvisory Contract is terminated without cause within a five year period. The
Letter Agreement also requires Mr. DiCarlo to provide certain marketing services
and contains a noncompetition clause.

ANALYSIS OF PROPOSAL AND REVIEW OF TRUSTEES

The Trustees have determined that the terms of the Proposed
Subadvisory Contract are fair and reasonable. In approving the Proposed
Subadvisory Contract and recommending its approval by the shareholders of the
Fund, the Trustees, including the Independent Trustees, considering the best
interest of the shareholders of the Fund, took into account all such factors
they deemed relevant. The Trustees considered the fact that the continuity in
investment advice which the Fund will receive as a result of the Proposed
Subadvisory Contract with DFS Advisors will be beneficial to the Fund's
shareholders because Mr. DiCarlo's current position is portfolio manager of
the Fund. The Trustees also considered the relationship between the DFS Advisors
and the Adviser as set forth in the Letter Agreement, particularly the Adviser's
interest in the DFS Advisors, the fact that Mr. Boudreau will be a Director of
the DFS Advisors and Mr. DiCarlo's agreement to devote significant time to
marketing the Fund. In addition, throughout the review process the Independent
Trustees were advised by their independent legal counsel, who was not counsel to
the Trust, the Adviser or DFS Advisors.

TRUSTEES' EVALUATION AND RECOMMENDATION

The Trustees, including all of the Independent Trustees, by a vote
cast at a meeting held on April 30, 1996 unanimously approved and voted to
recommend to the shareholders of the Fund that they adopt the Proposed
Subadvisory Contract. If the shareholders of the Fund approve the Proposed
Subadvisory Contract, the Proposed Subadvisory Contract will take effect as of
July 1, 1996. If the Proposed Subadvisory Contract is not approved by the
shareholders of the Fund, the Trustees would consider what additional action, if
any, is appropriate.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE FUND APPROVE THE
DFS ADVISORY CONTRACT.

REQUIRED VOTE

Approval of this proposal requires the affirmative vote of a
"majority" of the Fund's outstanding voting securities. A majority means the
lesser of (i) 67% or more of the Fund's shares present at the Meeting if the
holders of more than 50% of the Fund's outstanding shares are present or
represented by proxy at the Meeting or (ii) more than 50% of the Fund's
outstanding shares (a "1940 Act Majority Shareholder Vote").

-13-

<PAGE>
OTHER MATTERS

The Fund's management knows of no business to be brought before the
Meeting except as described above. However, if any other matters properly come
before the Meeting, the persons named in the enclosed form of proxy intend to
vote on these matters in accordance with their best judgment. If shareholders
would like additional information about the matters proposed for action, the
Fund's management will be glad to hear from them and to provide further
information.

PROXIES AND VOTING AT THE MEETING

Any person giving a proxy has the power to revoke it any time prior to
its exercise by executing a superseding proxy or by submitting a written notice
of revocation to the Secretary of the Fund. In addition, although mere
attendance at the Meeting will not revoke a proxy, a Fund shareholder present at
the Meeting may withdraw his or her proxy and vote in person. All properly
executed and unrevoked proxies received in time for the Meeting will be voted in
accordance with the instructions contained in the proxies. If no instruction is
given, the persons named as proxies will vote the shares of the Fund represented
thereby for the Nominees in Proposal 1 and in favor of Proposal 2, and will use
their best judgment in connection with the transaction of other business that
may properly come before the Meeting or any adjournment thereof.

In addition, John Hancock Mutual Life Insurance Company (the "Life
Company") will vote shares of the Fund held in individual retirement accounts or
tax shelter accounts for which the Life Company acts as custodian and with
respect to which no proxies have been received by the Life Company. The Life
Company will vote such shares in the same proportion as it has been instructed
to vote Fund shares held by all accounts for which proxies have been received.
The Fund shares voted by the Life Company will be counted as present at the
Meeting for purposes of establishing a quorum.

In the event that, at the time any session of the Meeting is called to
order, a quorum is not present in person or by proxy for the Fund, the persons
named as proxies with respect to the Fund may vote those proxies that have been
received to adjourn the Meeting to a later date. In the event that a quorum is
present but sufficient votes by the Fund's shareholders for the Nominees in
Proposal 1 and in favor of Proposal 2 have not been received, the persons named
as proxies with respect to the Fund will vote those proxies which they are
entitled to vote in favor of the relevant Proposal for such an adjournment, and
will vote those proxies required to be voted against the Proposal against any
adjournment. A shareholder vote for a Fund may be taken on one or more Proposals
in the Proxy Statement prior to the adjournment if sufficient votes for its
approval have been received and it is otherwise appropriate.

Shares of beneficial interest of each Fund represented in person or by
proxy (including shares which abstain or do not vote with respect to one or more
of the Proposals presented for shareholder approval) will be counted for
purposes of determining whether a quorum is present with respect to the Fund at
the Meeting. Abstentions will be treated as shares that are present and entitled
to vote with respect to each Proposal, but will not be counted as a vote in
favor of the Proposal. Accordingly, an abstention from voting on a Proposal has
the same effect as a vote against the Proposal.

If a broker or nominee holding shares in "street name" indicates on
the proxy that it does not have discretionary authority to vote as to a
particular Proposal, those shares will not be considered as present and entitled
to vote with respect to the Proposal. Accordingly, with respect to Proposal 2,
which requires approval by a 1940 Act Majority Shareholder Vote, a "broker
non-vote" has no effect on the voting in determining whether the Proposal has
been adopted under subsection (i) of the 1940 Act Majority Shareholder Vote
definition. In addition, a "broker non-vote" has no effect on the voting in
determining

-14-

<PAGE>

whether a Nominee has been elected as a Trustee of the Fund pursuant to Proposal
1. In determining whether Proposal 2 has been adopted pursuant to subsection
(ii) of the 1940 Act Majority Shareholder Vote definition, a "broker non-vote"
will have the same effect as a vote against the Proposal because shares
represented by a "broker non-vote" are considered outstanding shares.

In addition to the solicitation of proxies by mail or in person, the
Fund may also arrange to have votes recorded by telephone by officers and
employees of the Fund or by personnel of the Adviser, John Hancock Funds or
Investor Services. The telephone voting procedure is designed to authenticate a
shareholder's identity, to allow a shareholder to authorize the voting of shares
in accordance with the shareholder's instructions and to confirm that the voting
instructions have been properly recorded. If these procedures were subject to a
successful legal challenge, these telephone votes would not be counted at the
Meeting. The Fund has not sought an opinion of counsel on this matter and is
unaware of any such challenge at this time.

A shareholder will be called on a recorded line at the telephone
number appearing in the shareholder's account records and will be asked to
provide the shareholder's Social Security number or other identifying
information. The shareholder will then be given an opportunity to authorize
proxies to vote his or her shares at the Meeting in accordance with the
shareholder's instructions. To ensure that the shareholder's instructions have
been recorded correctly, the shareholder will also receive a confirmation of the
voting instructions in the mail. A special toll-free number will be available in
case the voting information contained in the confirmation is incorrect. If the
shareholder decides after voting by telephone to attend the Meeting, the
shareholder can revoke the proxy at that time and vote the shares at the
Meeting.

SHAREHOLDERS' PROPOSALS

The Fund is not required, and does not intend, to hold meetings of
shareholders each year. Instead, meetings will be held only when and if
required. Any shareholders desiring to present a proposal for consideration at
the next meeting for shareholders of the Fund must submit the proposal in
writing, so that it is received by the Fund at 101 Huntington Avenue, Boston,
Massachusetts 02199 within a reasonable time before any meeting.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

Boston, Massachusetts
May 17, 1996 JOHN HANCOCK SPECIAL EQUITIES FUND

-15-

<PAGE>
EXHIBIT A

JOHN HANCOCK ADVISERS, INC.

BOSTON, MASSACHUSETTS

July 1, 1996

DiCarlo, Forbes & St. Pierre Advisors, LLC
75 State Street, 25th Floor
Boston, MA 02109

SUB-ADVISORY AGREEMENT

Dear Sirs:

John Hancock Special Equities Fund (the "Fund"), has been organized
under the laws of the Commonwealth of Massachusetts to engage in the business of
an investment company. The Fund's shares of beneficial interest may be
classified into series and classes, each series representing the entire
undivided interest in a separate portfolio of assets. As of the date hereof, the
Fund has three classes of shares.

The Board of Trustees of the Fund (the "Trustees") and the Fund's
shareholders have approved the selection of John Hancock Advisers, Inc. (the
"Adviser") to provide overall investment advice and management for the Fund, and
to provide certain other services, under the terms and conditions provided in
the Investment Management Contract, dated January 1, 1994, between the Fund and
the Adviser (as may be further amended from time to time, the "Investment
Management Contract").

The Adviser and the Fund have selected DiCarlo, Forbes & St. Pierre
Advisors, LLC ("DFS Advisors LLC") (the "Sub-Adviser") to provide the Adviser
and the Fund with the advice and services set forth below, and the Sub-Adviser
is willing to provide such advice and services, subject to the review of the
Fund and the overall supervision of the Adviser, under the terms and conditions
hereinafter set forth. The Sub-Adviser hereby represents and warrants that it is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended. Accordingly, the Adviser agrees with the Sub-Adviser as follows:

1. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies, properly certified or otherwise authenticated, of each of the following:

(a) The Amended and Restated Declaration of Trust of the Fund
dated February 28, 1992 (the "Declaration").

(b) By-Laws of the Trust as in effect on the date hereof.

(c) Resolutions of the Board of Trustees approving the form of
this Agreement and resolutions adopted by the shareholders of
the Fund approving the form of this Agreement.

<PAGE>
(d) Resolutions of the Board of Trustees selecting the Adviser as
investment adviser to the Fund and approving the form of the
Investment Management Contract and resolutions adopted by the
shareholders of the Fund approving the form of the Investment
Management Contract.

(e) The Adviser's Investment Management Contract.

(f) Commitments, limitations and undertakings made by the Fund to
state "blue sky" authorities for the purpose of qualifying
shares of the Fund for sale in such states.

(g) The Fund's portfolio compliance checklists.

(h) The Fund's Prospectus and Statement of Additional Information.

(i) The Fund's Code of Ethics.

The Adviser will furnish the Sub-Adviser from time to time with copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any.

2. INVESTMENT SERVICES AND DUTIES. The Sub-Adviser will use its best
efforts to provide to the Fund continuing and suitable investment advice with
respect to investments, consistent with its investment policies, objectives and
restrictions as set forth in the Fund's Prospectus and Statement of Additional
Information. In the performance of the Sub-Adviser's duties hereunder, subject
always to the provisions contained in the documents delivered to the Sub-Adviser
pursuant to Section 1 above, as each of the same may from time to time be
amended or supplemented, the Sub-Adviser will, at its own expense:

(a) furnish the Adviser and the Fund with advice and
recommendations, consistent with the investment policies,
objectives and restrictions of the Fund as set forth above,
with respect to the purchase, holding and disposition of
portfolio securities including the purchase and sale of
options.

(b) furnish the Adviser and the Fund with advice as to the manner
in which voting rights, subscriptions rights, rights to
consent to corporate action and any other rights pertaining to
the Fund's assets shall be exercised, the Fund having the
responsibility to exercise such voting and other rights on
behalf of the Fund;

(c) furnish the Adviser and the Fund with research, economic and
statistical data in connection with the Fund's investments and
investment policies;

(d) submit such reports relating to the valuation of the Fund's
securities as the Adviser may reasonably request;

(e) consistent with the provisions of Section 7 of this Agreement,
place orders for the purchase, sale or exchange of portfolio
securities for the Fund's account with brokers or dealers
selected by the Adviser or the Sub-Adviser, provided that in
connection with the placing of such orders and the selection
of such brokers or dealers the Sub-Adviser shall seek to
obtain best price and execution, except as

<PAGE>
otherwise provided in the Prospectus and Statement of
Additional Information of the Fund;

(f) from time to time or at any time requested by the Adviser or
the Fund, make reports to the Adviser or the Fund, as
requested, of the Sub-Adviser's performance of the foregoing
services;

(g) subject to the supervision of the Adviser, maintain and
preserve the records required by the Investment Company Act of
1940 to be maintained by the Sub-Adviser (the Sub-Adviser
agrees that such records are the property of the Fund and
copies will be surrendered to the Fund promptly upon request
therefor);

(h) give instructions to the custodian (including any
subcustodian) of the Fund as to deliveries of securities to
and from such custodian and payments of cash for the account
of the Fund, and advise the Adviser on the same day such
instructions are given; and

(i) cooperate generally with the Fund and the Adviser to provide
information necessary for the preparation of registration
statements and periodic reports to be filed with the
Securities and Exchange Commission, including registration
statements on Form N-1A, semi-annual reports on Form N-SAR,
periodic statements, shareholder communications and proxy
materials furnished to holders of shares of the Fund, filings
with state "blue sky" authorities and with United States and
foreign agencies responsible for tax matters, and other
reports and filings of like nature.

(j) In the performance of its duties hereunder, the Sub-Adviser is
and shall be an independent contractor and unless otherwise
expressly provided or authorized shall have no authority to
act for or represent the Fund or Trust in any way or otherwise
be deemed to be an agent of the Fund or of the Adviser.

3. EXPENSES PAID BY THE SUB-ADVISER. The Sub-Adviser will pay the cost of
maintaining the staff and personnel necessary for it to perform its obligations
under this Agreement, the expenses of office rent, telephone, telecommunications
and other facilities required by it to perform the services specified in Section
2, and any other expenses, including legal, audit and professional fees and
expenses, incurred by it in connection with the performance of its duties
hereunder.

4. EXPENSES OF THE FUNDS NOT PAID BY THE SUB-ADVISER. The Sub-Adviser will
not be required to pay any expenses which this Agreement does not expressly
state shall by payable by the Sub-Adviser. In particular, and without limiting
the generality of the foregoing but subject to the provisions of Section 3, the
Sub-Adviser will not be required to pay any Fund expenses or to reimburse the
Adviser for any such expenses that the Adviser is required to pay.

5. COMPENSATION OF THE SUB-ADVISER. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Sub-Adviser as herein
provided for the Fund, the Adviser will pay the Sub-Adviser a fee at the annual
rate of 0.25% of the average daily net assets of the Fund. The Adviser shall pay
the foregoing fee to the Sub-Adviser within ten business days of

<PAGE>
receipt by the Adviser of the advisory fee payable to it by the Fund from time
to time pursuant to the Investment Management Contract.

The Sub-Adviser will receive a pro rata portion of such fee for any periods in
which the Sub-Adviser advises the Fund for less than a full payment period. The
Sub-Adviser understands and agrees that the Fund shall not have any liability
for the Sub-Adviser's compensation hereunder. Calculations of the Sub-Adviser's
fee will be based on average net asset values as provided by the Adviser.

6. OTHER ACTIVITIES OF THE SUB-ADVISER AND ITS AFFILIATES. The Adviser and
Sub-Adviser may enter into a separate agreement which limits the ability of the
Sub-Adviser to act as Sub-Adviser for certain other investment companies and
advisory clients. However, nothing in this Agreement shall prevent the
Sub-Adviser or any of its affiliates or associates from engaging in any other
business or from acting as investment adviser or investment manager for any
other person or entity, whether or not having investment policies or portfolios
similar to the Fund. Subject to the provisions of such separate agreement, it is
specifically understood that officers, directors and employees of the
Sub-Adviser and those of its affiliates may engage in providing portfolio
management services and advice to other investment advisory clients of the
Sub-Adviser or of its affiliates.

7. AVOIDANCE OF INCONSISTENT POSITION. In connection with purchases or
sales of portfolio securities for the account of the Fund, neither the
Sub-Adviser nor any of its directors, officers or employees will act as
principal or agent or receive any commission. The Sub-Adviser shall not
knowingly recommend that the Fund purchase, sell or retain securities of any
issuer in which the Sub-Adviser has a financial interest without obtaining prior
approval of the Adviser prior to the execution of any such transaction. Access
persons (as defined in Rule 17j-1 under the Investment Company Act of 1940, as
amended) of the Sub-Adviser will provide personal trading reports to a
designated representative of the Adviser in accordance with the Fund's Code of
Ethics.

8. NO PARTNERSHIP OR JOINT VENTURE. Nothing in this Agreement shall be
construed so as to make the Adviser and the Sub-Adviser partners or joint
venturers or impose any liability as such on any of them.

9. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Fund or the Adviser in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith,
or gross negligence on the Sub-Adviser's part in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement.

10. DURATION AND TERMINATION OF THIS AGREEMENT. Unless terminated as
provided below, this Agreement shall remain in force until June 30, 1998, and
from year to year thereafter, but only so long as such continuance is
specifically approved at least annually by (a) a majority of the Trustees of the
Fund who are not interested persons of the Adviser, of the Sub-Adviser or of the
Fund (other than as Board members), cast in person at a meeting called for the
purpose of voting on such approval, and (b) either (i) the Trustees of the Fund
or (ii) a majority of the outstanding voting securities of the Fund. This
Agreement may, on 60 days' written notice, be terminated at any time, without
the payment of any penalty by the Fund by vote of a majority of the outstanding
voting securities of the Fund, by the Adviser or by the Sub-Adviser. Termination
of this

<PAGE>
Agreement shall not be deemed to terminate or otherwise invalidate any other
agreement between the Adviser and the Sub-Adviser. This Agreement shall
automatically terminate in the event of its assignment or upon the termination
of the Adviser's Investment Management Contract. In interpreting the provisions
of this Section 10, the definitions contained in Section 2(a) of the Investment
Company Act of 1940, as amended (particularly the definitions of "assignment",
"interested person," and "voting security"), shall be applied.

11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed or waived orally, but only by an instrument in writing signed by the
party against which enforcement of the change or waiver is sought, and no
amendment, transfer, assignment, sale, hypothecation or pledge of this Agreement
shall be effective until approved by (a) the Board of Trustees of the Fund,
including a majority of the Trustees who are not interested persons of the
Adviser, the Sub-Adviser or the Fund, cast in person at a meeting called for the
purpose of voting on such approval, and (b) a majority of the outstanding voting
securities of the Fund, as defined in the Investment Company Act of 1940, as
amended.

12. MISCELLANEOUS.

(a) The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.

(b) Nothing herein contained shall limit or restrict the
Sub-Adviser or any of its officers, affiliates or employees
from buying, selling or trading in any securities for its or
their own account or accounts if done in full compliance with
the Fund's Code of Ethics. The Fund acknowledges that the
Adviser or sub-advisers engaged by it and their respective
officers, affiliates and employees, and their other clients
may at any time, have, acquire, increase, decrease or dispose
of positions in investments which are at the same time being
acquired or disposed of by the Fund.

(c) Any of the shareholders, Trustees, officers and employees of
the Fund may be a shareholder, director, officer or employee
of, or be otherwise interested in, the Sub-Adviser, any
interested person of the Sub-Adviser, any organization in
which the Sub-Adviser may have an interest or any organization
which may have an interest in the Sub-Adviser, and the
Sub-Adviser, any such interested person or any such
organization may have an interest in the Fund. Subject to the
provisions of any separate agreement between the Adviser and
the Sub-Adviser, the Sub-Adviser, the Adviser and the Fund may
have advisory, management, service or other contracts with
other individuals or entities, and may have other interests
and businesses. When a security proposed to be purchased or
sold for the Fund is also to be purchased or sold for other
accounts managed by the Sub-Adviser at the same time, the
Sub-Adviser shall make such purchases or sales on a pro-rata,
rotating or other equitable basis so as to avoid any one
account's being preferred over any other account.

<PAGE>
(d) The Sub-Adviser agrees that it will adopt a Code of Ethics in
a form reasonably satisfactory to the Adviser by no later than
June 1, 1996.

13. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts and the applicable provisions of the
Investment Company Act of 1940.

Yours very truly,

JOHN HANCOCK ADVISERS, INC.

By:
---------------------------
Chairman of the Board, President and
Chief Executive Officer

DICARLO, FORBES & ST. PIERRE ADVISORS, LLC

By:
-----------------------
[Title]

6
<PAGE>

JOHN HANCOCK SPECIAL EQUITIES FUND

SPECIAL MEETING OF THE SHAREHOLDERS - JUNE 26, 1996
PROXY SOLICITATION BY THE BOARD OF TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Edward J.
Boudreau, Jr., Susan S. Newton and James B. Little, with full power of
substitution in each, to vote all the shares of beneficial interest of the
above-referenced Fund which the undersigned is (are) entitled to vote at the
Special Meeting of Shareholders (the "Meeting") of the Fund to be held at 101
Huntington Avenue, Boston, Massachusetts, on June 26, 1996 at 9:00 a.m., Boston
time, and at any adjournment of the Meeting. All powers may be exercised by a
majority of said proxy holders or substitutes voting or acting, or, if only one
votes and acts, then by that one. Receipt of the Proxy Statement dated May 17,
1996 is hereby acknowledged. If not revoked, this proxy shall be voted:

PLEASE SIGN, DATE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

Date __________________, 1996

NOTE: Signature(s) should
agree with name(s) printed
herein. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title as such. If a
corporation, please sign in
full corporate name by
president or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.

_____________________________
Signature(s)
<PAGE>

VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE
OF ADDITIONAL MAILINGS.

THIS PROXY SHALL BE VOTED FOR THE NOMINEES IN PROPOSAL 1 IF NO SPECIFICATION IS
MADE BELOW. AS TO ANY OTHER MATTER, SAID PROXY OR PROXIES SHALL VOTE IN
ACCORDANCE WITH THEIR BEST JUDGEMENT. Please use blue or black ink or dark
pencil. Do not use red ink.

(1) To elect seventeen Trustees to hold office until their respective
successors have been duly elected and qualified.

Dennis S. Aronowitz William F. Glavin
Edward J. Boudreau, Jr. Bayard Henry
Richard P. Chapman, Jr. Anne C. Hodsdon
William J. Cosgrove Dr. John A. Moore
Douglas M. Costle Patti McGill Peterson
Michael P. DiCarlo John W. Pratt
Leland O. Erdahl Richard S. Scipione
Richard A. Farrell Edward J. Spellman
Gail D. Fosler

(2) To approve a new Subadvisory Agreement between the Fund and DiCarlo,
Forbes & St. Pierre Advisors, LLC.

YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY LINING THROUGH OR
OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE.

PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD.